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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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, 2002

 ̈    
   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-28316

Trico Marine Services, Inc.

(Exact name of registrant as specified in its charter)

| | Delaware                                 |  | 72-1252405         
| | ---------------------------------------- |  | -------------------
| | (State
    or other jurisdiction of      |  | (I.R.S. Employer   
| | incorporation or organization)           |  | Identification No.)
| | 250 North American Court                 |  | 70363              
| | Houma,
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  ̈ 
            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.  ̈

            Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2.)

Yes   ̈
  No x 
            The aggregate market value of the voting stock held by non-affiliates of the Registrant at June 28, 2002 based on the closing price on Nasdaq National Market on that date was $192,986,392.
            The number of shares of the Registrants common stock, $0.01 par value per share, outstanding at February 28, 2003 was 36,272,335.

DOCUMENTS INCORPORATED BY REFERENCE
Portions 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.

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TRICO MARINE SERVICES, INC.

ANNUAL REPORT ON FORM 10-K FOR 
THE FISCAL YEAR ENDED DECEMBER 31, 2002 
TABLE OF CONTENTS





|                                           |                |                                                                                       | PAGE
|------------------------------------------ | -------------- | ------------------------------------------------------------------------------------- | ----
|PART I                                     | 1             
|                                           | Items 1 and 2. | Business and Properties                                                               | 1   
|                                           | Item 3.        | Legal Proceedings                                                                     | 10  
|                                           | Item 4.        | Submission of Matters to a Vote of Security Holders                                   | 10  
|                                           | Item 4A.       | Executive Officers of The Registrant                                                  | 11  
|PART II                                    | 12            
|                                           | Item 5.        | Market for Registrants Common Stock and Related Stockholder Matters                  | 12  
|                                           | Item 6.        | Selected Financial Data                                                               | 12  
|                                           | Item 7.        | Managements Discussion and Analysis of Financial Condition and Results of
Operations | 13  
|                                           | Item 7A.       | Quantitative and Qualitative Disclosures About Market Risk                            | 23  
|                                           | Item 8.        | Financial Statements and Supplementary Data                                           | 25  
|                                           | Item 9.        | Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure  | 63  
|PART III                                   | 63            
|                                           | Item 10.       | Directors and Executive Officers of the Registrant                                    | 63  
|                                           | Item 11.       | Executive Compensation                                                                | 63  
|                                           | Item 12.       | Security Ownership of Certain Beneficial Owners and Management                        | 63  
|                                           | Item 13.       | Certain Relationships and Related Transactions                                        | 63  
|                                           | Item 14.       | Controls and Procedures                                                               | 63  
|PART IV                                    | 64            
|                                           | Item 15.       | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       | 64  
|SIGNATURES                                 | 65            
|FINANCIAL STATEMENT SCHEDULE               | F-1           
|VALUATION AND QUALIFYING ACCOUNTS SCHEDULE | F-2           
|EXHIBIT INDEX                              | E-1           



PART I

Items 1 and 2.  Business and PropertiesGeneral 
       
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  have a total fleet of 86 vessels, including 48 supply vessels, 13 large capacity platform supply vessels, seven large anchor handling, towing and supply vessels, 12 crew boats (including three crew boats under long-term leases), and six line-handling vessels.  During 2002, we completed construction of two large capacity platform supply vessels built in Norway, and two large crew boats built at a U.S. Gulf Coast shipyard.  A third large crew boat was delivered in March 2003.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 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.  In 2002, we experienced decreased day rates and utilization for both our Gulf fleet and our North Sea class vessels due to decreased oil and gas prices late in 2001 and the entry of newly built vessels in the North Sea.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. Vessel demand is most directly impacted by offshore drilling activity which, in turn, has been driven largely by oil and gas prices.  Vessel day rates and utilization are impacted by general vessel demand and various factors including vessel size, capacity, horsepower, age and whether a vessel has sophisticated positioning and fire-fighting systems.
Our business was incorporated as a Delaware corporation in 1993.  Our principal executive offices are located at 250 North American Court, Houma, Louisiana 70361.  Our website address is www.tricomarine.com where all of our public filings are available, free of charge, through website linkage to the Securities and Exchange Commission.  The information contained on this website is not part of this annual report.
The IndustryMarine 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 deck space and cargo handling capabilities.  Utilizing space on and below deck, they are used to transport supplies such as fuel, water, drilling fluids, equipment and provisions.  PSVs range in size from 165 feet to more than 275 feet and are particularly suited for supporting large concentrations of offshore production locations because of their large deck space and below deck capacities.

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 AreasWe operate primarily in the U.S. Gulf of Mexico, the North Sea, and offshore Brazil. Financial data, including revenues, expenses, and assets by market area/operating segment, are detailed in Note 17 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 levels 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.  In 2002, we experienced decreased day rates and utilization for both the Gulf fleet and our North Sea class vessels due to decreased oil and gas prices late in 2001 and the entry of newly built vessels in the North Sea.As of February 28, 2003, we had 42 supply boats and 10 crew boats 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, 2003, we had 11 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. 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, 2003, we had six line-handling vessels, our SWATH crew boat and two supply boats operating offshore Brazil.  Eight of our vessels operating offshore Brazil are under charters with Petrobras.
Our FleetExisting Fleet.The following table sets forth information regarding the vessels owned by us as of March 20, 2003:



|Type of Vessel           |  | No. of
Vessels |     | Length |           | Horsepower
|------------------------ |  | -------------- | --- | ------ | --------- | ----------
|Supply Boats             |  | 48             |     |        | 166-230 |           
|PSVs                     |  | 13             |     |        | 176-302 |           
|AHTSs                    |  | 7              |     |        | 196-275 |           
|Crew/Line Handling Boats |  | 18             | (1) |        | 105-155 |           





---

| |    
| | ---
| | (1)



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 year ended December 31, 2000, approximately 10% of our total revenues were received from Statoil ASA.  For 2001 and 2002, approximately 16% and 13%, respectively, 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 U.S. law, 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.  Insurance rates have been subject to wide fluctuation and, in the future, could lead to increases in costs and higher deductibles and retentions.Employees        As of February 28, 2003, we had 1,076 employees worldwide, including 968 operating personnel and 108 corporate, administrative and management personnel. We believe our relationship with our employees is satisfactory. To date, strikes, work stoppages, boycotts, or slowdowns have not interrupted our operations.
        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 Offshore Mariners United's, a coalition of four maritime labor unions, efforts to organize our Gulf employees since May 2000.  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 seamen are covered by two union contracts with two separate unions.  We believe our relationships with our employees in Norway and the United Kingdom is satisfactory.  We filed an unfair labor practice charge with the National Labor Relations Board against two unions in relation to a secondary boycott by a Norwegian union that does not represent our employees.  These charges were dismissed as moot following our satisfactory resolution of the boycott issue in Norway, which included an agreement by the Norwegian union not to engage in or threaten boycotts based on our labor practices in the United States.  The litigation we filed in the United Kingdom against the International Transport Federation Union, 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, has also been satisfactorily resolved and dismissed.
        Although all domestic and international labor litigation has been resolved in the past year, future union activity in our international and domestic markets could adversely affect our 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; andprojections involving revenues, operating results or cash provided from operations, or our anticipated capital expenditures or other capital projects.

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 damage or environmental damage;
>     the effect on our performance of regulatory programs and environmental matters;the highly competitive nature of the offshore vessel industry;
>     the age of our fleet;

> seasonality of the offshore industry;
>     the high fixed cost nature of our
>     business;
>     the risks of international operations, including currency fluctuations, risk of vessel seizure and political 		instability; andthe continued active participation of our executive officers and key operating personnel.

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.
Our substantial indebtedness could adversely affect our financial health.We now have a significant amount of indebtedness.  As of December 31, 2002, we had total indebtedness of $386.1 million.  Our high level of debt could have important consequences to you, including the following:

> we will need to use a large portion of our cash flow to pay principal and interest on our outstanding debt which will reduce the availability of our cash flow to fund working capital, capital expenditures and  our other business activities;
>     increase our vulnerability to general adverse economic and industry conditions, including continued low vessel utilization levels or reduced day rates for our Gulf class supply boats;
>     limit our ability to make capital expenditures in order to  fund maintenance and upgrades to our vessels or construct new vessels;
>     limit our flexibility in planning for, or reacting to, changes in demand for our vessels and the marine transportation business, including mobilizing vessels between market areas;
>     restrict us from making acquisitions or exploiting business opportunities;
>     place us at a competitive disadvantage compared to our competitors that have less debt; and
>     limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, dispose of assets or pay cash dividends.



Our ability to service our existing debt, fund maintenance and upgrades to our vessels, as well as fund new vessel construction, will depend on our ability to generate cash in the future.  This is subject to demand for our vessels by the oil and gas industry, competitive, general economic, financial, and many other factors that may be beyond our control.
        	We believe that cash on hand together with cash provided by operations and available borrowings under our revolving credit facilities will be sufficient to fund our debt service requirements, working capital and capital expenditures for at least the next year barring any unforeseen circumstances.  If current activity levels continue in the Gulf of Mexico or if we are unsuccessful in obtaining financing for the Brazilian AHTS, it would require us to depend more heavily on our existing revolving credit facilities and make it difficult to meet the required financial covenants in our revolving credit facility payable in dollars.  If we  are unable to comply with our financial covenants and  cannot amend them, we would be in default under our existing revolving credit agreements and, if our bank lenders took actions to accelerate our indebtedness to them, the indenture for our 8 7/8% senior notes.

        We cannot make any assurances,
however, that the factors beyond our control affecting demand for our vessels
will not impact our ability to generate sufficient cash flow from operations, or
obtain borrowings  under our credit facilities, in an amount sufficient to enable us to pay our indebtedness
and
fund our other liquidity needs. We may need to refinance all or a portion of our
indebtedness on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our credit facilities, on
commercially reasonable terms or at all.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.  In 2002, drilling activity did not increase in the Gulf of Mexico following increased oil and gas prices.  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.
The continuation of low levels of activity in the Gulf and other areas where we operate will adversely affect the demand for our marine support services, substantially reduce our revenues and negatively impact our cash flows.
        	Charter rates for marine support vessels in our market areas 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.  New vessels entered the market in 2002 and 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; andthe quality and availability of vessels of the type and size needed by the customer.

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 recent terrorist attacks that occurred in the U.S., as well as other factors, have caused significant increases in the cost of our insurance coverage.  More restrictive coverages could adversely impact our operating results.

> Political instability;
> 
> Potential vessel seizure or nationalization of assets;Currency restrictions and exchange rate fluctuations; andImport 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 such events.  However, if such an event should occur, it could have a material adverse effect on our financial condition and results of operations.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, 2003, are as follows:

|Name                 | Age | Position                                             
|-------------------- | --- | -----------------------------------------------------
|Ronald O. Palmer     | 56  | Chairman of the Board                                
|Thomas E. Fairley    | 55  | President and Chief Executive Officer                
|Victor M. Perez      | 50  | Vice President, Chief Financial Officer and Treasurer
|Kenneth W. Bourgeois | 55  | Vice President                                       
|Michael D. Cain      | 54  | Vice President, Marketing                            
|Charles E. Tizzard   | 52  | Vice President, Administration                       
|Charles M. Hardy     | 57  | Vice President, Operations                           
|Kim E. Stanton       | 48  | Vice President and Controller                        
|D. Michael Wallace   | 50  | Vice President, International Business Development   



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 one of our Vice Presidents since October 1993.  Mr. Bourgeois served as our Controller from October 1993 to June 2002, and 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 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.Charles M. Hardy has served as our Vice President of 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.
Kim E. Stantonhas served as Controller since June 2002 and as Vice President and Controller since September 2002.  Mr. Stanton was Chief Financial Officer and Controller for TDC Energy Corporation from March 1994 to January 2001, and was an instructor in finance at Tulane University prior to joining the Company.  Mr. Stanton is a Certified Public Accountant.
D. Michael Wallace has served as our Vice President, International Business Development since November 2002.  From January 2000 to November 2002, Mr. Wallace was Vice President of Marine Logistics with ASCO US LLC.  From December 1996 to December 1999, Mr. Wallace was General Manager for Tidewater Marine, Inc. in Venezuela.

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, 2003 we had 75 holders of record of our common stock, however we believe there are in excess of 75 beneficial holders.
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
> 
> Low2001First quarter
> $17.81
> 
> $14.00Second quarter
> 15.00
> 
> 10.64Third quarter
> 10.39
> 
> 5.10Fourth quarter
> 7.67
> 
> 5.702002First quarter
> $  9.45
> 
> $  5.84Second quarter
> 9.18
> 
> 6.79Third quarter
> 6.80
> 
> 2.27Fourth
> quarter
> 3.76
> 
> 2.452003First
> quarter (through February 28, 2003)
> $ 3.35
> 
> $ 2.16

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.



|Equity Compensation Plan Information                    
|--------------------------------------------------------
|Plan Category                                           
|                                                        
|Equity
compensationplans approved bysecurity holders    
|Equity
compensationplans not approved bysecurity holders
|Total                                                   



| | (1) | The shares remaining for issuance may also be issued as restricted stock or other stock based awards (which awards are valued in whole or in part on the value of the shares of common stock).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 6.Selected Financial Data

The selected financial data presented below for the five fiscal years ended December 31, 2002 is derived from our audited consolidated financial statements. You should read this information in conjunction 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,
|--------------------------------------- |  | -----------------------
|                                        |  |                        
|                                        |  |                        
|Statement of Operations Data:           |  |                        
|Revenues                                |  | $                      
|Direct operating expenses and other(1)  |  |                        
|Depreciation and amortization           |  |                        
|Operating income (loss)                 |  | $                      
|Income (loss) before extraordinary item |  | $                      
|Extraordinary item, net of taxes        |  |                        
|Net income (loss)                       |  | $                      
|                                        |  |                        
|Basic Per Share Data:                   |  |                        
|Income (loss) before extraordinary item |  | $                      
|Extraordinary item, net of taxes        |  |                        
|Net income (loss)                       |  | $                      
|                                        |  |                        
|Diluted Per Share Data:                 |  |                        
|Income (loss) before extraordinary item |  | $                      
|Extraordinary item, net of taxes        |  |                        
|Net income (loss)                       |  | $                      
|                                        |  |                        
|Balance Sheet Data:                     |  |                        
|Working capital (deficit)               |  | $                      
|Property and equipment, net             |  | $                      
|Total assets                            |  | $                      
|Long-term debt                          |  | $                      
|Stockholdersequity                     |  | $                      



| | (1) | Includes asset write-downs of $5,200,000 in 2002,
    $24,260,000 in 2001 and $1,111,000 in 1999.
| | --- | -------------------------------------------------------------------------------------------------

Item 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsGeneral 
       

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.  We have a total fleet of 86 vessels, including 48 supply vessels, 13 large capacity platform supply vessels, seven large anchor handling, towing and supply vessels, 12 crew boats and six line-handling vessels.  Three of the crew boats are under long-term leases.
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, age and capabilities of our fleet. In the case of supply boats and PSVs, 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 OperationsThe 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,
| |  | -----------------------

| |                                     | 2002     | 2001     | 2000   
| | ----------------------------------- | -------- | -------- | -------
| | Average vessel day rates(1)         |          |          |        
| | Supply boats (Gulf class)           | $  5,575 | $  7,043 | $ 4,273
| | PSVs/AHTSs (North Sea)              | 11,641   | 11,884   | 9,888  
| | Crew/line handling boats            | 2,654    | 2,714    | 2,502  
| | Average vessel utilization rates(2) |          |          |        
| | Supply boats (Gulf class)           | 53%      | 69%      | 72%    
| | PSVs/AHTSs (North Sea)              | 89%      | 93%      | 82%    
| | Crew/line handling boats            | 67%      | 78%      | 81%    
| | Average
number of vessels:          |          |          |        
| | Supply boats (Gulf class)           | 48.0     | 52.5     | 53.0   
| | PSVs/AHTSs (North Sea)              | 18.8     | 18.0     | 18.0   
| | Crew/line handling boats            | 17.3     | 20.5     | 22.0   

---

| | (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,
|------------------------------------------------------- | -----------------------
|                                                        |                        
|Charter Revenues:                                       |                        
|Supply boats                                            |                        
|PSVs/AHTSs (North Sea)                                  |                        
|Crew/line handling boats                                |                        
|Other                                                   |                        
|                                                        |                        
|Charter Revenues less direct vessel operating
expenses: |                        
|Supply boats                                            |                        
|PSVs/AHTSs (North Sea)                                  |                        
|Crew/line handling boats                                |                        
|Other                                                   |                        
|                                                        |                        

Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

       
Our revenues for 2002 were $133.9 million, a decrease of 26.7%, compared to $182.6 million for 2001. The decrease was due primarily to a decrease in day rates and utilization for our Gulf class supply boats and crew boats. 
The decrease in utilization and day rates of our Gulf class fleet is attributable to decreased Gulf drilling activity.
        Our average Gulf class supply boat day rates decreased 20.8% to $5,575 for 2002, compared to $7,043 for 2001. The average day rates for our fleet of crew boats and line handling vessels decreased 2.2% to $2,654, compared to $2,714 for 2001.

        Utilization for our Gulf class supply boat fleet decreased to 53% in 2002 from 69% in 2001 due to the decrease in offshore drilling activity in the Gulf. Utilization for our crew boats and line handling vessels decreased to 67% in 2002, compared to 78% in 2001, due to the decrease in activity in the Gulf.

        Average day rates for our North Sea vessels in 2002 decreased 2.0% to $11,641 compared to $11,884 for 2001. Vessel utilization was 89% for 2002, compared to 93% for 2001.  Two large PSVs were added to our North Sea fleet during 2002.
        During 2002, direct vessel operating expenses increased to $84.1 million (62.8% of revenues), compared to $82.1 million (45.0% of revenues) for 2001.  The direct vessel operating expenses increased as a result of higher North Sea labor costs, higher insurance costs and the addition of two new PSVs during 2002.  The higher North Sea labor costs were primarily attributable to the addition of two new PSVs during 2002, required union related pay increases and the strengthening of the Norwegian Kroner against the dollar.  The above rate increases were offset in part by reduced U.S. vessel labor and U.S. maintenance costs.
        During the fourth quarter of 2002 we recorded a non-cash vessel book value write-down in the amount of $5.2 million.  The write-down was taken against the book value of two special purpose towing vessels that have limited capabilities as conventional supply vessels.  In response to changes in current and projected market conditions, we will review our long-lived assets for impairment as required.
        Depreciation and amortization expense was $31.9 million in 2002, down from $32.9 million for 2001

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.
Liquidity and Capital Resources        Our on-going capital requirements
arise primarily from our need to service debt, acquire, maintain or improve
equipment and provide working capital to support our operating activities.
During 2002, $7.9 million in funds were used in operating activities compared to
$49.4 million in funds provided by operating activities in 2001. This decrease
in cash generated by operating activities is due principally to decreased
revenues generated by our U.S.  
Gulf class fleet due to the low utilization and day rates we experienced in
2002. During 2002, we used $63.6 million in investing activities which consisted
primarily of $69.8 million used to fund construction of five new vessels and
other capital additions, partially offset by $5.9 million from the sale and
lease back of two new crew boats and proceeds received from the sale of three
line handling vessels and one crew boat. This compares to the previous year when
we used $13.9 million in investing activities consisting primarily of $15.3
million used for vessel construction and other capital expenditures and $1.8
million received from the sale of two crew boats. During 2002, $47.5 million was
provided by financing activities as a result of our issuance of $250 million of
8.875% senior notes due 2012 and $98.6 million in borrowings under our bank
credit facilities. These borrowings were used to retire the remaining $247.9
million principal amount of our 81⁄2% senior notes and pay associated accrued
interest, to pay $14.4 million of related call premium and debt issuance costs,
to refinance $21.5 million of bank debt, to pay down $14.4 million of other debt
and to partially fund our vessel construction costs. See Note 7 to our audited
consolidated financial statement for further details. This compares to $21.5
million in funds used in financing activities in 2001 primarily to reduce debt.
        As of March 18, 2003, we had outstanding $250.0 million in 8.875% senior notes due 2012.  The senior notes are unsecured and are required to be guaranteed by our primary U.S. operating subsidiaries. Up to 35% of the senior notes may be redeemed at any time prior to May 15, 2005 from the proceeds of an equity offering at the redemption price of 108.875% of the principal amount plus accrued interest. Commencing on May 15, 2007, the senior notes may be prepaid at a redemption price of 104.438% plus accrued interest, with the redemption price declining ratably on each May 15 thereafter for each of the succeeding three years. The indenture governing the senior notes contains 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 on a rolling 12 month basis is at least 2.0 to 1.  Currently we do not meet this ratio and, therefore, are limited under the indenture to incurring at any one time and having outstanding, up to  $150 million of secured debt after the date of issuance of the 8.875% senior notes ($54.2 million of which was outstanding at March 14, 2003).  We believe this limit will be sufficient to finance our business during the period that we do not satisfy this ratio.  The indenture also contains covenants that restrict our ability to create certain liens, sell assets, or enter into mergers or acquisitions.
        As of March 18, 2003, we had outstanding approximately $4.4 million of United States Government Guaranteed Ship Financing Bonds, SWATH Series I, at an interest rate of 6.08% per annum.  These bonds mature in September 2006 and require semi-annual principal payments of $625,000 plus interest.  The bonds are secured by a first preferred ship mortgage on the Companys SWATH vessel and by an assignment of the vessel's charter contract.
        As of March 18, 2003, we had outstanding approximately $14.5 million of United States Government Guaranteed Ship Financing Bonds at an interest rate of 6.11% per annum.  These bonds mature in April 2014 and require semi-annual principal payments of $629,000 plus interest.  The bonds are secured by first preferred ship mortgages on two large Gulf supply boats.
        We maintain two primary bank credit facilities.  In December 2002, we entered into a new $50.0 million revolving line of credit payable in U.S. Dollars.  The new credit facility refinanced and replaced our prior $45.0 million facility, which was to mature in June 2003, and can be used to provide working capital and for general corporate purposes.    This credit facility matures in December 2005.  Borrowings bear interest at a Eurocurrency rate plus a margin that depends on our interest coverage ratio.  As of March 18, 2003, we had $22.5 million in outstanding borrowings and $3.7 million in outstanding stand-by letters of credit under this credit facility.  Of the stand-by letters of credit, $1.9 million was used to secure bonds to temporarily import vessels into Caribbean locations, and $1.8 million secures our obligations under the operating leases discussed below for three 155-foot new built crew boats delivered in October and December 2002, and March 2003.  The weighted average interest rate for the bank credit facility was 3.9% as of December 31, 2002.  In March 2003, because of weak market conditions in the first quarter of 2003 and concern that such conditions could extend beyond the first quarter, we amended our cash flow to interest expense and tangible net worth covenants in the credit facility.  The amended facility requires us to maintain a minimum cash flow to interest expense ratio, calculated on a rolling four quarter basis, of .90 to 1, increasing to 1.00 to 1 for the period ending September 30, 2003, 1.20 to 1 as of December 31, 2003, 1.50 to 1 as of March 31, 2004, 1.75 to 1 as of June 30, 2004 and increasing to 2.00 to 1 by September 30, 2004, a maximum debt to capitalization ratio of 60%, a positive working capital and a minimum tangible net worth of $165 million, as defined.  The facility is secured by a mortgage on substantially all of our U.S. Gulf class supply and crew boats, will require us to maintain mortgaged vessel values equal to 200% of borrowings under the facility and will limit 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.

        We also maintain a revolving credit facility payable in Norwegian Kroner (NOK) in the amount of NOK 800 million ($115.3 million).  The commitment amount for this bank facility reduces by NOK 40 million ($5.8 million) every six months, beginning March 2003, with the NOK 280 million ($40.4 million) balance of the commitment to expire in September 2009.  As of February 28, 2003, we had NOK 610 million ($85.1 million) of debt outstanding under this facility.  We also have a term loan in the amount of NOK 40.0 million ($5.6 million), and a note on one vessel with a February 28, 2003 balance of NOK 3 million (approximately $400,000).  The balance of the term loan matures on June 30, 2003, and the note on the vessel was repaid in March 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 7.8% as of December 31, 2002.  Borrowings under these facilities are secured by mortgages on 14 of our 20 North Sea vessels.  These credit facilities contain covenants that require that our North Sea operating unit maintain certain financial ratios and limit its ability to create liens, or merge or consolidate with other entities.
        We entered into a master lease agreement in September 2002 providing for the sale-leaseback of the three 155-foot crew boats we were then constructing.  The master lease required that the lessor pay us 100% of the cost of each crew boat (up to a total of $11.4 million)  when it was completed.  We are then required to bareboat charter each vessel for 10 years. We have options to purchase each vessel at the end of the eighth year and also at the end of the 10-year term, for its estimated fair market value.  We sold the three crew boats to the lessor for $11.3 million (an amount equal to the estimated cost of the crew boats) and leased them back when they were delivered in October and December 2002, and March 2003.  The combined monthly lease payments on the three vessels is $90,226.  As of December 31, 2002, we had paid approximately $2.2 million of the construction cost of the third crew boat which was completed in March 2003.  In 2003, we paid $729,000 of the cost remaining on the final crew boat.  Our obligations under the master lease are also secured by $1.8 million in letters of credit issued under our revolving credit facility payable in U.S. dollars.  In accordance with generally accepted accounting principles for operating leases, the amount of the future lease obligations will not be reflected on our balance sheet, but will be included in vessel operating expenses in our income statement when such costs are incurred.
        We completed the construction in 2002 of our two state-of-the-art UT 745 design, 279-foot PSVs equipped with DP2 (dynamic positioning) for a cost of approximately NOK 390.7 million ($51.3 million based on exchange rates at the time of their delivery).  The first PSV was delivered in June 2002, and began a three-year contract.  The second PSV was delivered in early October 2002 and has been working in the North Sea under short-term contracts.   The construction cost of the two PSVs was funded under our Norwegian revolving credit facility.

        In July 2002, we signed an eight year contract, with cancellation provisions after six years, with Petroleo Brasileiro S.A. ("Petrobras") to own and operate a new, technologically advanced anchor handling towing supply vessel ("AHTS").  The AHTS will be a UT 722L design, 264-feet in length and with approximately 16,500 horsepower.  Pursuant to the Petrobras contract, the vessel was required to be built in Brazil and must commence operations not later than October 2005. We estimate generating approximately $60.0 million in gross revenues from the Petrobras contract, assuming an eight-year contract period, of which 100 percent is to be paid in Brazilian Reais with 75 percent adjusted monthly based on the Reais to US Dollar exchange rate and 25 percent adjusted annually based on a formula that takes into consideration the exchange rate and inflation indices in Brazil.  In October 2002, we entered into an agreement with a Brazilian shipyard to construct the vessel; as of December 31, 2002, the estimated cost of the contract was approximately $40.0 million.  As of December 31, 2002, we had made approximately $1.3 million in progress payments.  Thus far in 2003, we have made additional progress payments totaling $3.9 million.  Progress payments under the construction contract for the balance of 2003 and 2004 are expected to approximate $19.2 million and $15.6 million, respectively.  We will require external financing to fund a significant portion of the AHTS construction cost.  We are pursuing various alternatives for the financing of the AHTS vessel, including long-term financing from the Brazilian national development bank for up to 90% of project costs, and equity financing for the project in the form of a joint venture with an equity partner.  We have engaged a local consulting firm in Brazil to assist us in the loan application process with the national development bank.  We have also engaged a European investment-banking firm to assist us in evaluating, sourcing and structuring a potential joint venture for the AHTS project.  Our AHTS project has received the initial approval of the Fundo
da Marinha Mercante (FMM) of the Brazilian Ministry of Transportation and is currently being evaluated by the national
development bank.  While we expect that we will receive final approval and funding for this project during 2003, we can give no assurance regarding the timing or the final terms of such financing.

The following table summarizes our contractual commitments, as of December 31, 2002, related to the principal amount of our debt, leases and other arrangements for the periods indicated below (in thousands).

|Description         | 2003    | 2004 | 2005    | 2006 | 2007    | Thereafter
|------------------- | ------- | ---- | ------- | ---- | ------- | ----------
|Long-Term Debt      | $8,701  |      | $2,508  |      | $32,215 |           
|Operating Leases(1) | 947     |      | 911     |      | 859     |           
|Vessel Construction | 24,588  |      | 15,580  |      | --      |           
|Total               | $34,236 |      | $18,899 |      | $33,074 |           

---

| | (1) | Excludes operating lease
    commitments of approximately $29,900 per month associated with the third
    crew boat, delivered in March 2003, subject to the master lease agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We do not have any other planned capital expenditures other than between approximately $8.0 to $11.0 million to fund the dry docking of vessels and related repairs.  As of March 18, 2003, we had approximately $50.0 million of financing available under our two revolving credit facilities.  Our cash provided from operations for 2003 will be determined by the level of day rates and utilization for our vessels, which in turn are affected by expenditures for oil and gas exploration, development and production and industry perceptions of future oil and gas prices in the market areas in which we operate.  Also, the level of expenditures on our vessels for dry docking may vary based on the level of day rates and utilization for our vessels and the general outlook for our business.   We believe that cash on hand together with cash provided by operations and available borrowings under our revolving credit facilities will be sufficient to fund our debt service requirements, working capital and capital expenditures  for at least the next year barring any unforeseen circumstances.  If current activity levels continue in the Gulf of Mexico or if we are unsuccessful in obtaining financing for the Brazilian AHTS,  it would require us to depend more heavily on our existing revolving credit facilities and make it difficult to meet the required financial covenants in our revolving credit facility payable in dollars.  If we  are unable to comply with our financial covenants and cannot amend them, we would be in default under our existing revolving credit agreements and, if our bank lenders took actions to accelerate our indebtedness to them, the indenture for our 8 7/8% senior notes.

        	We cannot make any assurances, however, that
the factors beyond our control affecting demand for our vessels will not impact
our ability to generate sufficient cash flow from operations, or obtain borrowings  under our credit facilities, in an amount sufficient to enable us to pay our indebtedness
and fund our other liquidity needs.  We may need to refinance all or a portion of our indebtedness on or before maturity.  We cannot assure you that we will be able to refinance any of our indebtedness, including our credit facilities, on commercially reasonable terms or at all.

| | Index to Consolidated Financial Statements                                                          |      | 
| | --------------------------------------------------------------------------------------------------- | ---- | 
| |                                                                                                     | Page | 
| | Report of Independent Accountants                                                                   | 26   | 
| | Consolidated Balance Sheets as of December 31, 2002 and 2001                                        | 27   | 
| | Consolidated Statements of Operations for the Years Ended December 2002, 2001
and2000               | 28   | 
| | Consolidated Statements of StockholdersEquity for the Years Ended December 31, 2002,
2001 and 2000 | 29   | 
| | Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and
2000          | 30   | 
| | Notes to Consolidated Financial Statements                                                          | 31   | 



Report of Independent Accountants



February 12, 2003



CONSOLIDATED BALANCE SHEETS

as of December 31, 2002 and 2001

---





|ASSETS                                         | 2002                                                                                 |                                                                           | 2001                                      
|---------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------------------------------------- | ------------------------------------------
|Current assets:                                |                                                                                      |                                                                           |                                           
|                                               | Cash and cash equivalents                                                            | $                                                                         | 10,165                                    
|                                               | Restricted cash                                                                      |                                                                           | 950                                       
|                                               | Accounts receivable, net                                                             |                                                                           | 39,137                                    
|                                               | Prepaid expenses and other current assets                                            |                                                                           | 1,154                                     
|                                               | Deferred income taxes                                                                |                                                                           | -                                         
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Total current assets                      
|                                               |                                                                                      |                                                                           |                                           
|Property and equipment, at cost:               |                                                                                      |                                                                           |                                           
|                                               | Land and buildings                                                                   |                                                                           | 5,337                                     
|                                               | Marine vessels                                                                       |                                                                           | 687,710                                   
|                                               | Construction-in-progress                                                             |                                                                           | 7,058                                     
|                                               | Transportation and other                                                             |                                                                           | 4,190                                     
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           |                                           
|Less accumulated depreciation and amortization |                                                                                      | 158,072                                                                   |                                           
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Net property and equipment                
|                                               |                                                                                      |                                                                           |                                           
|Goodwill, net                                  |                                                                                      | 110,605                                                                   |                                           
|Other assets                                   |                                                                                      | 40,877                                                                    |                                           
|Deferred income taxes                          |                                                                                      | -                                                                         |                                           
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Total assets                              
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           |                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY           |                                                                                      |                                                                           |                                           
|Current liabilities:                           |                                                                                      |                                                                           |                                           
|                                               | Current portion of long-term debt                                                    | $                                                                         | 8,701                                     
|                                               | Accounts payable                                                                     |                                                                           | 11,135                                    
|                                               | Accrued expenses                                                                     |                                                                           | 5,923                                     
|                                               | Accrued insurance reserve                                                            |                                                                           | 3,030                                     
|                                               | Accrued interest                                                                     |                                                                           | 4,025                                     
|                                               | Income taxes payable                                                                 |                                                                           | 94                                        
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Total current liabilities                 
|                                               |                                                                                      |                                                                           |                                           
|Long-term debt                                 |                                                                                      | 377,381                                                                   |                                           
|Deferred income taxes                          |                                                                                      | 41,392                                                                    |                                           
|Other liabilities                              |                                                                                      | 2,104                                                                     |                                           
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Total liabilities                         
|                                               |                                                                                      |                                                                           |                                           
|Commitments and contingencies                  |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           |                                           
|Stockholders' equity:                          |                                                                                      |                                                                           |                                           
|                                               | Preferred stock, $.01 par value, 5,000,000 shares authorized and no shares issued at |                                                                           |                                           
|                                               |                                                                                      | December 31, 2002 and 2001                                                |                                           
|                                               | Common stock, $.01 par value, 55,000,000 shares authorized, 36,344,367 and           |                                                                           |                                           
|                                               |                                                                                      | 36,326,367 shares issued and 36,272,335 and 36,254,335 shares outstanding |                                           
|                                               |                                                                                      | at December 31, 2002 and 2001, respectively                               |                                           
|                                               | Additional paid-in capital                                                           |                                                                           | 337,343                                   
|                                               | (Accumulated deficit) retained earnings                                              |                                                                           | (50,447)                                  
|                                               | Cumulative foreign currency translation adjustment                                   |                                                                           | 8,068                                     
|                                               | Treasury stock, at par value, 72,032 shares at December 31, 2002 and 2001            |                                                                           | (1)                                       
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Total stockholders' equity                
|                                               |                                                                                      |                                                                           |                                           
|                                               |                                                                                      |                                                                           | Total liabilities and stockholders' equity





TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2002, 2001 and 2000

---





|                                                 |                                            |          |                          |   | 2002     |            |   | 2001     |            |  | 2000   
|------------------------------------------------ | ------------------------------------------ | -------- | ------------------------ | - | -------- | ---------- | - | -------- | ---------- |  | -------
|Revenues:                                        |                                            |          |                          |   |          |            |   |         
|                                                 | Charter hire                               | $        | 133,771                  |   | $        | 182,527    |   | $        | 132,786   
|                                                 | Other vessel income                        |          | 171                      |   |          | 98         |   |          | 101       
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|                                                 |                                            |          | Total revenues           |   | 133,942  |            |   | 182,625  |            |  | 132,887
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Operating expenses:                              |                                            |          |                          |   |          |            |   |         
|                                                 | Direct vessel operating expenses and other |          | 84,101                   |   |          | 82,144     |   |          | 67,435    
|                                                 | General and administrative                 |          | 15,077                   |   |          | 13,593     |   |          | 10,756    
|                                                 | Amortization of marine inspection costs    |          | 10,225                   |   |          | 13,424     |   |          | 13,831    
|                                                 | Depreciation and amortization expense      |          | 31,870                   |   |          | 32,888     |   |          | 33,419    
|                                                 | Asset write-down                           |          | 5,200                    |   |          | 24,260     |   |          | -         
|                                                 | Gain on sales of assets                    |          | (454)                    |   |          | (937)      |   |          | (3,921)   
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|                                                 |                                            |          | Total operating expenses |   | 146,019  |            |   | 165,372  |            |  | 121,520
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Operating income (loss)                          |                                            | (12,077) |                          |   | 17,253   |            |   | 11,367  
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Interest expense                                 |                                            | (28,432) |                          |   | (26,232) |            |   | (29,883)
|Amortization of deferred financing costs         |                                            | (1,127)  |                          |   | (1,366)  |            |   | (1,388) 
|Other income (loss), net                         |                                            | (794)    |                          |   | 105      |            |   | 1,135   
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Loss before income taxes and extraordinary items |                                            | (42,430) |                          |   | (10,240) |            |   | (18,769)
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Income tax expense (benefit)                     |                                            | 14,550   |                          |   | (3,317)  |            |   | (5,332) 
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Loss before extraordinary items                  |                                            | (56,980) |                          |   | (6,923)  |            |   | (13,437)
|Extraordinary items, net of taxes                |                                            | (10,998) |                          |   | -        |            |   | 715     
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Net loss                                         | $                                          | (67,978) |                          | $ | (6,923)  |            | $ | (12,722)
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Basic loss per common share:                     |                                            |          |                          |   |          |            |   |         
|                                                 | Loss before extraordinary items            | $        | (1.57)                   |   | $        | (0.19)     |   | $        | (0.41)    
|                                                 | Extraordinary items, net of taxes          |          | (0.30)                   |   |          | -          |   |          | 0.02      
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|                                                 | Net loss                                   | $        | (1.87)                   |   | $        | (0.19)     |   | $        | (0.39)    
|                                                 | Average common shares outstanding          |          | 36,260,993               |   |          | 36,250,604 |   |          | 32,827,836
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|Diluted loss per common share:                   |                                            |          |                          |   |          |            |   |         
|                                                 | Loss before extraordinary items            | $        | (1.57)                   |   | $        | (0.19)     |   | $        | (0.41)    
|                                                 | Extraordinary items, net of taxes          |          | (0.30)                   |   |          | -          |   |          | 0.02      
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        
|                                                 | Net loss                                   | $        | (1.87)                   |   | $        | (0.19)     |   | $        | (0.39)    
|                                                 | Average common shares outstanding          |          | 36,260,993               |   |          | 36,250,604 |   |          | 32,827,836
|                                                 |                                            |          |                          |   |          |            |   |          |            |  |        

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



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

for the years ended December 31, 2002, 2001 and 2000

---

(Dollars in thousands)



|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                | Cumulative |     |        |   |         |               |          |          |         
|-------------------------- | ------------------------ | --------------- | -------------------- | ------ | ------------ | -- | ------- | ---------- | ------ | -------- | ------------ | -------- | -------- | ----------- | ------ | -------------- | ---------- | --- | ------ | - | ------- | ------------- | -------- | -------- | --------
|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          | Retained    |        |                | Foreign    |     |        |   |         |               |          |          |         
|                           |                          |                 |                      |        | Common Stock |    |         | Additional |        |          | Earnings     |          |          | Currency    |        | Treasury Stock |            |     | Total 
|                           |                          |                 |                      |        |              |    |         | Paid-In    |        |          | (Accumulated |          |          | Translation |        |                |            |     |        |   |         | Stockholders'
|                           |                          |                 |                      |        | Shares       |    |         | Dollars    |        |          | Capital      |          |          | Deficit)    |        |                | Adjustment |     | Shares |   |         | Dollars       |          |          | Equity  
|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |          |         
|Balance, January 1, 2000   | 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      
|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |          |         
|                           | Stock options exercised  | 18,000          |                      |        | -            |    |         | 60         |        |          | -            |          |          | -           |        | -              |            |     | -      |   |         | 60           
|                           | Comprehensive income:    |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |              
|                           |                          | Gain on foreign |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |         
|                           |                          |                 | currency translation | -      |              |    | -       |            |        | -        |              |          | -        |             |        | 71,518         |            | -   |        |   | -       |               |          | 71,518  
|                           |                          | Net loss        | -                    |        |              | -  |         |            | -      |          |              | (67,978) |          |             | -      |                | -          |     |        | - |         |               | (67,978)
|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |          |         
|                           |                          |                 | Comprehensive        |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |         
|                           |                          |                 |                      | income |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |          | 3,540   
|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |          |         
|Balance, December 31, 2002 | 36,344,367               |                 | $                    | 363    |              | $  | 337,343 |            | $      | (50,447) |              | $        | 8,068    |             | 72,032 |                | $          | (1) |        | $ | 295,326
|                           |                          |                 |                      |        |              |    |         |            |        |          |              |          |          |             |        |                |            |     |        |   |         |               |          |          |         

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

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2002, 2001 and 2000

---

(Dollars in thousands)

|                                                             |                                            |                                             |                                                     |           |         | 2002     |          |          | 2001     |          |         | 2000    
|------------------------------------------------------------ | ------------------------------------------ | ------------------------------------------- | --------------------------------------------------- | --------- | ------- | -------- | -------- | -------- | -------- | -------- | ------- | --------
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Net loss                                                     |                                            | $                                           | (67,978)                                            |           | $       | (6,923)  |          | $        | (12,722)
|Adjustments to reconcile net loss to net cash (used in)      |                                            |                                             |                                                     |           |         |          |          |          |         
|                                                             | provided by operating activities:          |                                             |                                                     |           |         |          |          |          |          |         
|                                                             |                                            | Depreciation and amortization               |                                                     |           | 43,264  |          |          | 47,606   |          |          | 48,561 
|                                                             |                                            | Deferred marine inspection costs            |                                                     |           | (9,542) |          |          | (11,348) |          |          | (7,652)
|                                                             |                                            | Deferred income taxes                       |                                                     |           | 14,359  |          |          | (3,831)  |          |          | (5,589)
|                                                             |                                            | Extraordinary items, net of taxes           |                                                     |           | 10,998  |          |          | -        |          |          | (715)  
|                                                             |                                            | Asset write-down                            |                                                     |           | 5,200   |          |          | 24,260   |          |          | -      
|                                                             |                                            | Gain on sales of assets                     |                                                     |           | (454)   |          |          | (937)    |          |          | (3,921)
|                                                             |                                            | Provision for doubtful accounts             |                                                     |           | 120     |          |          | 120      |          |          | -      
|                                                             |                                            | Change in operating assets and liabilities: |                                                     |           |         |          |          |          |          |          |        
|                                                             |                                            |                                             | Restricted cash                                     |           |         | (92)     |          |          | (137)    |          |         | 15      
|                                                             |                                            |                                             | Accounts receivable                                 |           |         | 6,069    |          |          | (1,847)  |          |         | (12,990)
|                                                             |                                            |                                             | Prepaid expenses and other current assets           |           |         | 2,676    |          |          | 234      |          |         | (848)   
|                                                             |                                            |                                             | Accounts payable and accrued expenses               |           |         | (3,892)  |          |          | 2,071    |          |         | (4,398) 
|                                                             |                                            |                                             | Other, net                                          |           |         | (8,665)  |          |          | 148      |          |         | 798     
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|                                                             |                                            |                                             | Net cash (used in) provided by operating activities |           |         | (7,937)  |          |          | 49,416   |          |         | 539     
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Cash flows from investing activities:                        |                                            |                                             |                                                     |           |         |          |          |          |         
|                                                             | Purchases of property and equipment        |                                             |                                                     | (69,797)  |         |          | (15,331) |          |          | (5,586) 
|                                                             | Proceeds from sales of assets              |                                             |                                                     | 1,984     |         |          | 1,818    |          |          | 14,008  
|                                                             | Proceeds from sale-leaseback transactions  |                                             |                                                     | 5,858     |         |          | -        |          |          | -       
|                                                             | Other                                      |                                             |                                                     | (1,610)   |         |          | (435)    |          |          | (322)   
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|                                                             |                                            |                                             | Net cash (used in) provided by investing activities |           |         | (63,565) |          |          | (13,948) |          |         | 8,100   
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Cash flows from financing activities:                        |                                            |                                             |                                                     |           |         |          |          |          |         
|                                                             | Net proceeds from issuance of common stock |                                             |                                                     | 60        |         |          | 83       |          |          | 39,413  
|                                                             | Proceeds from issuance of long-term debt   |                                             |                                                     | 346,592   |         |          | 1,075    |          |          | 28,400  
|                                                             | Repayment of long-term debt                |                                             |                                                     | (292,286) |         |          | (22,467) |          |          | (63,637)
|                                                             | Deferred financing costs and other         |                                             |                                                     | (6,866)   |         |          | (141)    |          |          | (156)   
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|                                                             |                                            |                                             | Net cash provided by (used in) financing activities |           |         | 47,500   |          |          | (21,450) |          |         | 4,020   
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Effect of exchange rate changes on cash and cash equivalents |                                            |                                             | 2,213                                               |           |         | (158)    |          |          | (463)   
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Net (decrease) increase in cash and cash equivalents         |                                            |                                             | (21,789)                                            |           |         | 13,860   |          |          | 12,196  
|Cash and cash equivalents at beginning of period             |                                            |                                             | 31,954                                              |           |         | 18,094   |          |          | 5,898   
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Cash and cash equivalents at end of period                   |                                            | $                                           | 10,165                                              |           | $       | 31,954   |          | $        | 18,094  
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Supplemental cash flow information:                          |                                            |                                             |                                                     |           |         |          |          |          |         
|                                                             | Income taxes paid                          |                                             | $                                                   | 796       |         | $        | 670      |          | $        | 128     
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|                                                             | Interest paid                              |                                             | $                                                   | 36,474    |         | $        | 26,509   |          | $        | 31,412  
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         
|Noncash financing and investing activities:                  |                                            |                                             |                                                     |           |         |          |          |          |         
|                                                             | Debt for equity exchange                   |                                             | $                                                   | -         |         | $        | -        |          | $        | 31,065  
|                                                             |                                            |                                             |                                                     |           |         |          |          |          |          |          |         |         

9;

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

---



1.	The Company

9;



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, Trico Servicos Maritimos, Ltda. ("TSM"), and Trico Offshore, Ltda ("TOL").  All significant intercompany accounts and transactions have been eliminated.Cash and Cash EquivalentsAll highly liquid debt instruments with original maturity dates of three months or less are considered to be cash equivalents.Restricted CashRestricted 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 EquipmentAll 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 $31,870,000, $30,275,000 and $30,748,000 in 2002, 2001 and 2000, 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.  Approximately $737,000 and $156,000 of interest was capitalized in 2002 and 2001, 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).
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the discounted future net cash flows expected to be generated by the asset.  If an asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.Deferred Financing CostsDeferred financing costs include costs associated with the issuance of the Companys debt and are amortized using the effective interest rate method of amortization over the life of the related debt agreement or on a straight-line basis over the life of the related debt agreement which approximates the interest rate method of amortization.GoodwillThe Company evaluates goodwill at the reporting unit level.  The Company evaluates reporting unit goodwill on an annual basis unless certain circumstances would require interim evaluation.  The Company compares the fair value of a reporting unit against the carrying value of the reporting unit.  If the fair value of the reporting unit is less than the carrying value, additional analysis would be performed to determine the amount impaired.Income TaxesDeferred 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.  Management provides valuation allowances against deferred tax assets for amounts which are not considered "more likely than not" to be realized.Revenue and Expense RecognitionCharter revenue is earned and recognized on a daily rate basis. Operating costs are expensed as incurred.Direct Vessel Operating ExpensesDirect vessel operating expenses principally include crew costs, insurance, repairs and maintenance, supplies and casualty losses.

Foreign Currency TranslationAll 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 Based CompensationAt December 31, 2002, the Company had two stock-based employee compensation plans, which are described in more detail in Note 11.  The Company accounts for these plans under the recognition and measurement principles of Accounting Principles board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure-only provisions of Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation  Transition and Disclosure  an Amendment of FASB Statement No. 123."  No stock-based employee compensation cost is reflected in net earnings, as all options granted under these plans had an exercise price equal to or greater than the market value of the underlying common stock on the grant date.  The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

| |                                                      | Year Ended    
| | ---------------------------------------------------- | --------------
| |                                                      | December 31,  
| |                                                      | (In Thousands)
| |                                                      | 2002          
| | Net loss                                             | $             
| | Total stock-based employee compensation expense      |               
| | determined under fair value-based method, net
of tax |               
| |                                                      |               
| |                                                      |               
| | Pro forma net loss                                   | $             
| |                                                      |               
| | Net loss per common share:                           |               
| | Basic and Diluted - as reported                      | $             
| | Basic and Diluted - pro forma                        | $             

Weighted average fair value of options granted during 2002, 2001 and 2000 were $4.01, $7.01 and $5.51, 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 2000, 2001, and 2002, respectively:  no dividend yield; risk-free interest rates are 6.28% in 2000, 6.17% in 2001 and 4.44% in 2002; expected terms of the options are 5 years; and the expected volatility is 44.36% in 2000, 57.55% in 2001 and 61.76% in 2002.Loss Per ShareBasic and diluted loss per share exclude dilution, as discussed below, and are computed by dividing net loss by the weighted-average number of common shares outstanding for the period.
Options to purchase 2,133,218, 1,889,343 and 2,132,980 shares of common stock at prices ranging from $0.91 to $23.13 were outstanding during 2002, 2001, and 2000, respectively, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.Comprehensive Income/(Loss)Comprehensive income or 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 income or loss is reflected in the consolidated statement of changes in stockholders equity.Use of EstimatesThe 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 StandardsEffective January 1, 2002, the Company adopted SFAS No. 141, "Business Combinations."  SFAS No. 141 supercedes APB Opinion No. 16, "Business Combinations," and prohibits the use of the pooling-of-interest (pooling) method of accounting for business combinations initiated after the issuance date of SFAS No. 141.  The adoption of SFAS No. 141 had no impact on the Companys operations, cash flows or financialposition.
Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 142 supercedes APB Opinion No. 17,  "Intangible Assets," by stating that goodwill will no longer be amortized, but will be tested for impairment in a manner different from how other assets are tested for impairment.  SFAS No. 142 establishes a new method of testing goodwill for impairment by requiring that goodwill be separately tested for

| |                                          |   | Year Ended December 31,                        
| | ---------------------------------------- | - | -----------------------------------------------
| |                                          |   | (Dollars in thousands except per share amounts)
| |                                          |   | 2002                                           
| |                                          |   |                                                
| | Loss before extraordinary items          | $ | (56,980)                                       
| | Goodwill amortization                    |   | -                                              
| |                                          |   |                                                
| | Adjusted loss before extraordinary items |   | (56,980)                                       
| | Extraordinary items, net of tax          |   | (10,998)                                       
| |                                          |   |                                                
| | Adjusted net loss                        | $ | (67,978)                                       
| |                                          |   |                                                
| | Basic and diluted loss per common share: |   |                                                
| |                                          |   |                                                
| | Loss before extraordinary items          | $ | (1.57)                                         
| | Goodwill amortization                    |   | -                                              
| |                                          |   |                                                
| | Adjusted loss before extraordinary items |   | (1.57)                                         
| | Extraordinary items, net of tax          |   | (0.30)                                         
| |                                          |   |                                                
| | Adjusted net loss                        | $ | (1.87)                                         

Goodwill totaled approximately $110.6 million and $85.7 million as of December 31, 2002 and 2001, respectively.   The increase in goodwill is attributable to the change in foreign currency translation adjustment between years.
In June 2001, the Financial Accounting Standards Board ("FASB") 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 position.
Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."  SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets.   The Company recorded a $5.2 million impairment charge in 2002 pursuant to the provisions of SFAS No. 144.
In May 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4, 44, and 64, Amendment of SFAS 13, and Technical Corrections as of April 2002."  This Statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment to that Statement, FASB Statement No. 64 "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements."  SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions.  SFAS No. 145 is effective for financial statements issued for fiscal years beginning after May 15, 2002.  SFAS No. 145 is not expected to affect our results of operations, liquidity or financial position except for the reclassification of extraordinary items for debt extinguishment.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities."  This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred rather than at the date of a commitment to an exit or disposal plan.  Examples of costs covered by this guidance include termination benefits provided to current employees that are involuntarily terminated under the terms of a benefit arrangement that, in substance, is not an ongoing benefit arrangement or an individual deferred compensation contract, costs to terminate a contract that is not a capital lease, and costs to consolidate facilities or relocate employees.  The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged.  The Company is currently evaluating SFAS No. 146 but does not expect it to have a material impact on operations, liquidity or financial position at this time.
In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial Institutions  An Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9."  The provision of this statement related to the application of the purchase method of accounting is effective for acquisitions for which the date of acquisition is on or after October 1, 2002.  The provisions related to accounting for the



In February 2002, the Company sold one of its crew boats for $725,000 and recognized a gain of approximately $496,000 from the sale.  In April 2002, the Company completed an agreement for a sales-type lease of three of its line handling vessels and recognized a loss of approximately $103,000 on the transaction. The sales are included in gain on sale of assets in the accompanying Consolidated Statement of Operations.
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.

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.
In March 2003, the Company completed the sale-leaseback on its third and final 155-foot crew boat that had been under construction.  The Company received approximately $2.9 million on the sale-leaseback transaction.  Pursuant to the master lease agreement, the Company entered a 10-year operating lease agreement with required payments of approximately $29,900 per month.



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.

5.	Accounts Receivable

The Companys accounts receivable, net consists of the following at December 31, 2002 and 2001 (in thousands):

| |                                                           |                                                 |                          |        |        |        | 2002  |        |        | 2001
| | --------------------------------------------------------- | ----------------------------------------------- | ------------------------ | ------ | ------ | ------ | ----- | ------ | ------ | ----
| |                                                           |                                                 |                          |        |        |        |       |        |        |     
| | Trade receivables, net of allowance for doubtful accounts |                                                 |                          |        |        |        |      
| |                                                           | of $422 and $338 in 2002 and 2001, respectively |                          | $      | 24,568 |        | $     | 30,210
| | Insurance and other                                       |                                                 |                          | 14,569 |        |        | 7,205
| |                                                           |                                                 |                          |        |        |        |       |        |        |     
| |                                                           |                                                 | Accounts receivable, net |        | $      | 39,137 |       | $      | 37,415

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

6.		Other Assets

The Companys other assets consist of the following at December 31, 2002 and 2001 (in thousands):

| |                                                                   |                                                       |              |       | 2002   |        |       | 2001  
| | ----------------------------------------------------------------- | ----------------------------------------------------- | ------------ | ----- | ------ | ------ | ----- | ------
| |                                                                   |                                                       |              |       |        |        |       |       
| | Deferred marine inspection costs, net of accumulated amortization |                                                       |              |       |        |        |      
| |                                                                   | of $20,459 and $28,729 in 2002 and 2001, respectively |              | $     | 20,369 |        | $     | 17,987
| | Deferred financing costs, net of accumulated amortization         |                                                       |              |       |        |        |      
| |                                                                   | of $940 and $4,811 in 2002 and 2001, respectively     |              |       | 7,153  |        |       | 4,016 
| | Marine vessel spare parts                                         |                                                       |              | 8,762 |        |        | 5,628
| | Other                                                             |                                                       |              | 4,593 |        |        | 1,295
| |                                                                   |                                                       |              |       |        |        |       |       
| |                                                                   |                                                       | Other assets |       | $      | 40,877 |       | $     
| |                                                                   |                                                       |              |       |        |        |       |       





The Companys long-term debt consists of the following at December 31, 2002 and 2001 (in thousands):

| |                                                                              |                                                                                |         | 2002    |   |         | 2001   
| | ---------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------- | ------- | - | ------- | -------
| |                                                                              |                                                                                |         |         |   |         |        
| | Senior Notes, interest at 8.875%, due May 2012                               | $                                                                              | 250,000 |         | $ | -      
| | Revolving loan, bearing interest at NIBOR (Norwegian Interbank Offered Rate) |                                                                                |         |         |   |        
| |                                                                              | plus a margin (weighted average interest rate of 7.86% at                      |         |         |   |         |        
| |                                                                              | December 31, 2002) and collateralized by certain marine vessels.  This         |         |         |   |         |        
| |                                                                              | facility's current availability reduces in 13 semi-annual installments of NOK  |         |         |   |         |        
| |                                                                              | 40 million ($5.8 million) beginning March 2003 with balance of the             |         |         |   |         |        
| |                                                                              | commitment expiring September 2009.                                            |         | 87,925  |   |         | -      
| | Revolving loan, bearing interest at a Eurocurrency rate plus a margin, as    |                                                                                |         |         |   |        
| |                                                                              | defined on the date of the borrowing (weighted average interest rate of        |         |         |   |         |        
| |                                                                              | 3.94% at December 31, 2002) interest payable at the end of the interest        |         |         |   |         |        
| |                                                                              | period or quarterly, principal due December 2005, collateralized               |         |         |   |         |        
| |                                                                              | by certain marine vessels.                                                     |         | 22,500  |   |         | -      
| | Note payable, bearing interest at 6.11%, principal and interest due in       |                                                                                |         |         |   |        
| |                                                                              | 30 semi-annual installments, maturing April 2014, collateralized by            |         |         |   |         |        
| |                                                                              | two marine vessels                                                             |         | 14,464  |   |         | 15,722 
| | Term loan, bearing interest at NIBOR (Norwegian Interbank Offered Rate)      |                                                                                |         |         |   |        
| |                                                                              | plus a margin (7.45% and 7.90% at December 31, 2002 and 2001,                  |         |         |   |         |        
| |                                                                              | respectively) and is collateralized by two marine vessels. This Facility's     |         |         |   |         |        
| |                                                                              | availability reduces in 5 semi-annual installments beginning June 28, 2001     |         |         |   |         |        
| |                                                                              | by NOK 12.5 million ($1.4 million) with the balance of the commitment          |         |         |   |         |        
| |                                                                              | expiring June 2003.                                                            |         | 5,766   |   |         | 9,752  
| | Note payable, bearing interest at 6.08%, principal and interest due in       |                                                                                |         |         |   |        
| |                                                                              | 16 semi-annual installments, maturing September 2006, collateralized           |         |         |   |         |        
| |                                                                              | by a marine vessel                                                             |         | 5,000   |   |         | 6,250  
| | Note payable, bearing interest at NIBOR (Norwegian Interbank Offered Rate)   |                                                                                |         |         |   |        
| |                                                                              | plus a margin (7.80% and 7.82% at December 31, 2002 and 2001,                  |         |         |   |         |        
| |                                                                              | respectively) principal and interest due in 17 semi-monthly                    |         |         |   |         |        
| |                                                                              | installments, maturing March 2003, collateralized by a marine vessel           |         | 427     |   |         | 992    
| | Senior Notes, interest at 8.5%, due 2005                                     |                                                                                | -       |         |   | 247,860
| | Revolving loan, bearing interest at NIBOR (Norwegian Interbank Offered Rate) |                                                                                |         |         |   |        
| |                                                                              | plus a margin (weighted average interest rate of 7.61% at                      |         |         |   |         |        
| |                                                                              | December 31, 2001) and is collateralized by certain                            |         |         |   |         |        
| |                                                                              | marine vessels.  This Facility's current availability reduces in 3 semi-annual |         |         |   |         |        
| |                                                                              | installments of NOK 50 million ($5.6 million) with the balance of the          |         |         |   |         |        
| |                                                                              | commitment expiring June 2003.                                                 |         | -       |   |         | 24,519 
| |                                                                              |                                                                                |         | 386,082 |   |         | 305,095
| | Less current maturities                                                      |                                                                                | 8,701   |         |   | 4,540  
| |                                                                              |                                                                                |         |         |   |         |        
| |                                                                              |                                                                                | $       | 377,381 |   | $       | 300,555
| |                                                                              |                                                                                |         |         |   |         |        

Annual maturities on long-term debt during the next five years are as follows (in thousands):

| | 2003       |  |  |  |  | $ | 8,701   | 
| | ---------- |  |  |  |  | - | ------- | 
| | 2004       |  |  |  |  |   | 2,508   | 
| | 2005       |  |  |  |  |   | 32,215  | 
| | 2006       |  |  |  |  |   | 14,039  | 
| | 2007       |  |  |  |  |   | 12,789  | 
| | Thereafter |  |  |  |  |   | 315,830 | 
| |            |  |  |  |  |   |         | 
| |            |  |  |  |  | $ | 386,082 | 

On May 31, 2002 the Company issued $250,000,000 of 8 7/8% Senior Notes due 2012 (the "Notes").  The Notes were issued by Trico Marine Services, Inc. and are guaranteed by the Companys primary U.S. operating subsidiaries.  Interest is payable semi-annually on May 15th and November 15th.  Up to 35% of the Notes may be redeemed at any time prior to May 15th, 2005 from the proceeds of equity offerings at a redemption price equal to 108.875% of the principal amount plus any accrued interest.  Commencing May 15, 2007 all or a portion of the remaining Notes may be redeemed at a price of 104.438% plus accrued interest, with the redemption price declining ratably beginning on May 15th of each of the succeeding three years.  No principal payments are required on the Notes until their final maturity.
In conjunction with the issuance of the Notes, the Company received proceeds of $242,677,500 net of placement fees and original issue discount.  On May 31, 2002 the Company retired $201,175,000 of previously issued 81⁄2% senior notes due 2005 plus accrued interest and premium for $213,714,908.  On June 18, 2002 the Company retired an additional $967,000 of previously issued 81⁄2% senior notes for $1,006,983, including accrued interest and premium.  On August 1, 2002 the Company retired the remaining $45,718,000 balance of the 81⁄2% senior notes for $48,956,663, including accrued interest and premium.  The Company recognized a total $10,895,885 extraordinary loss on the early retirement of the 81⁄2% senior notes.
The indenture governing the Notes contains covenants that, among other things, prevent the Company from incurring additional debt, paying dividends or making other distributions, unless the ratio of cash flow to interest expense on a rolling 12 months basis is at least 2.0 to 1.  Currently the Company does not meet this ratio and, therefore, is limited under the indenture to incurring at any one time, and having outstanding, up to $150 million of secured debt after the date of issuance of the Notes.  The Company believes this limit will be sufficient to finance its business during the period that the Company does not satisfy this ratio.  The indenture also contains covenants that restrict the Companys ability to create certain liens, sell assets, or enter into mergers or acquisitions.
Consolidating financial statements of Trico Marine Services, Inc., the Notes guarantor subsidiaries and the non-guarantor subsidiaries are set forth in Note 18.
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.  In April 2002, the Company amended the Trico Supply Bank Facility by increasing the Trico Supply Bank Facility amount to NOK 800,000,000 (approximately $115 million as of December 31, 2002) and revised reductions to the facility amount to provide for 40,000,000 NOK ($5.8 million) reductions every six months starting in March of 2003.  The Trico Supply Bank Facility provides for a NOK 280,000,000 ($40.4 million) balloon payment in September of 2009.  At December 31, 2002 the Company had NOK 610,000,000 ($87.9 million) outstanding under this facility. The amended credit facility is collateralized by a mortgage on the same vessels securing the prior credit facility, with the addition of the two large new build PSVs delivered in 2002.  The amended bank facility contains covenants that are substantially similar to those in the prior credit facility and requires that the North Sea operating unit maintain certain financial ratios and limits its ability to create liens, or merge or consolidate with other entities.

In December 2002 the Company entered into a new $50,000,000 revolving credit agreement (the "Bank Credit Facility").  Bank Credit Facility borrowings bear interest at a Eurocurrency rate plus a margin that is indexed to the Companys interest coverage ratio.  The Bank Credit Facility is collateralized by substantially all of the Companys U.S. Gulf class supply and crew boats and requires the Company to maintain mortgaged vessel values equal to 200% of the borrowings under the Bank Credit Facility.  The Bank Credit Facility contains covenants which require the Company to maintain minimum cash flow to interest expense ratios, positive working capital, a maximum debt to capitalization ratio and a minimum tangible net worth ratio, as defined.  The Bank Credit Facility also places certain restrictions on the Company with regard to the Companys ability to incur additional indebtedness, make dividends or make certain other distributions and other specified limitations.  As of December 31, 2002, the Company had $22.5 million outstanding under the Bank Credit Facility, and letters of credit totaling approximately $3.1 million, 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 July of 1999 and amended during 2000 (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 loss of approximately $102,000 in 2002.
In March 2003, the Company amended certain financial covenants of its Bank Credit Facility to reflect current industry conditions.  The facility, as amended, requires the Company to maintain a minimum cash flow to interest expense ratio, calculated on a rolling four quarter basis, of .90 to 1, increasing to 1.00 to 1 for the period ending September 30, 2003, 1.20 to 1 as of December 31, 2003,  1.50 to 1 as of March 31, 2004, 1.75 to 1 as of June 30, 2004 and increasing to 2.00 to 1 by September 30, 2004, a maximum debt to capitalization ratio of 60%, positive working capital and a minimum tangible net worth of $165 million, as defined.
In April 2000, the Company executed a loan agreement for an additional Norwegian bank facility at the Trico Supply level in the amount of NOK 125,000,000  ($18,017,485 as of December 31, 2002).  The commitment amount for this additional facility is reduced by NOK 12,500,000 ($1,801,748) every six months beginning June 2001, with one final payment of NOK 75,000,000 ($10,810,491) due at maturity in June 2003.  As of December 31, 2002, this facility had been prepaid to a balance of NOK 40,000,000 ($5,765,595).  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.
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.
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.



During 2002, the Company purchased foreign exchange contracts with notional amounts ranging from $12,500,000 to $28,210,345, 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 did not qualify for hedge accounting, in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," 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 loss of approximately $37,900 was recorded in 2002.  There were no foreign exchange contracts outstanding as of December 31, 2002.
During 2001, the Company purchased a foreign exchange contract with a notional amount of approximately $24,574,000, to protect against the adverse effects that exchange rate fluctuations may have on foreign-currency-denominated intercompany payables and receivables.  These derivatives did not qualify for hedge accounting.  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.



Income (loss) before income taxes and extraordinary item derived from U.S. and international operations for the three years in the period ended December 31, 2002 are as follows (in thousands):

| |               |  |  |  |  |   | 2002     |  |   | 2001     |  |   | 2000    
| | ------------- |  |  |  |  | - | -------- |  | - | -------- |  | - | --------
| |               |  |  |  |  |   |          |  |   |          |  |   |         
| | United States |  |  |  |  | $ | (48,148) |  | $ | (26,327) |  | $ | (25,557)
| | International |  |  |  |  |   | 5,718    |  |   | 16,087   |  |   | 6,788   
| |               |  |  |  |  | $ | (42,430) |  | $ | (10,240) |  | $ | (18,769)

The components of income tax expense (benefit) from continuing operations of the Company for the periods ended December 31, 2002, 2001 and 2000, are as follows (in thousands):

| |                        |                           |   | 2002   |  |   | 2001    |  |   | 2000    | 
| | ---------------------- | ------------------------- | - | ------ |  | - | ------- |  | - | ------- | 
| |                        |                           |   |        |  |   |         |  |   |         | 
| | Current income taxes:  |                           |   |        |  |   |         |  |   |        
| |                        | U.S. federal income taxes | $ | -      |  | $ | -       |  | $ | (40)    | 
| |                        | State income taxes        |   | -      |  |   | (35)    |  |   | -       | 
| |                        | Foreign taxes             |   | -      |  |   | 601     |  |   | 519     | 
| |                        |                           |   |        |  |   |         |  |   |         | 
| | Deferred income taxes: |                           |   |        |  |   |         |  |   |        
| |                        | U.S. federal income taxes |   | 12,844 |  |   | (8,723) |  |   | (8,252) | 
| |                        | State income taxes        |   | 41     |  |   | (426)   |  |   | (450)   | 
| |                        | Foreign taxes             |   | 1,665  |  |   | 5,266   |  |   | 2,891   | 
| |                        |                           | $ | 14,550 |  | $ | (3,317) |  | $ | (5,332) | 

The Company has not recognized a deferred tax liability for the undistributed earnings of a non-US subsidiary totaling approximately $57.1 million as of December 31, 2002 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, 2002 and 2001 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 Liabilities
| | ------------------------------------------- | -------------------- | ------- | ------------------- | - | ----------- | ------------------------
| | 2002                                        |                      | Current |                     |   | Non-Current |                         
| |                                             |                      |         |                     |   |             |                         
| | Depreciation and amortization               | $                    | -       |                     | $ | -           |                         
| | Deferral of foreign earnings                |                      | -       |                     |   | -           |                         
| | Insurance reserves                          |                      | 1,114   |                     |   | -           |                         
| | Net operating loss carryforward             |                      | -       |                     |   | 86,935      |                         
| | Other                                       |                      | 230     |                     |   | -           |                         
| |                                             |                      | $       | 1,344               |   | $           | 86,935                  
| |                                             |                      |         |                     |   |             |                         
| | Current deferred tax assets, net            |                      |         |                     |   |             |                         
| |                                             |                      |         |                     |   |             |                         
| | Non-current deferred tax asset, net         |                      |         |                     |   |             |                         
| | Valuation Allowance                         |                      |         |                     |   |             |                         
| | Deferred tax asset after valuation, net     |                      |         |                     |   |             |                         
| |                                             |                      |         |                     |   |             |                         
| | Non-current deferred tax liabilities, net - |                      |         |                     |   |             |                         
| |                                             | foreign jurisdiction |         |                     |   |             |                         
| |                                             |                      |         |                     |   |             |                         



| |                                             |                      |         | Deferred Tax Assets |   | Deferred Tax Liabilities
| | ------------------------------------------- | -------------------- | ------- | ------------------- | - | ------------------------
| | 2001                                        |                      | Current |                     |   | Non-Current             
| |                                             |                      |         |                     |   |                         
| | Depreciation and amortization               | $                    | -       |                     | $ | 8,343                   
| | Deferral of foreign earnings                |                      | -       |                     |   | -                       
| | Insurance reserves                          |                      | 518     |                     |   | -                       
| | Alternative minimum tax credits             |                      | -       |                     |   | 5,031                   
| | Foreign tax credits                         |                      | -       |                     |   | 779                     
| | Net operating loss carryforward             |                      | -       |                     |   | 67,828                  
| | Other                                       |                      | 188     |                     |   | -                       
| |                                             |                      | $       | 706                 |   | $                       
| |                                             |                      |         |                     |   |                         
| | Current deferred tax assets, net            |                      |         |                     |   |                         
| |                                             |                      |         |                     |   |                         
| | Non-current deferred tax asset, net         |                      |         |                     |   |                         
| |                                             |                      |         |                     |   |                         
| | Non-current deferred tax liabilities, net - |                      |         |                     |   |                         
| |                                             | foreign jurisdiction |         |                     |   |                         
| |                                             |                      |         |                     |   |                         

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):

| |                                           |   |          |  |   |         |  |   |        
| | ----------------------------------------- | - | -------- |  | - | ------- |  | - | -------
| |                                           |   | 2002     |  |   | 2001    |  |   | 2000   
| |                                           |   |          |  |   |         |  |   |        
| | Federal income taxes at statutory rate    | $ | (14,851) |  | $ | (3,588) |  | $ | (6,569)
| | State income taxes net of federal benefit |   | 41       |  |   | (462)   |  |   | (450)  
| | Foreign tax rate differential             |   | (417)    |  |   | (1,138) |  |   | (589)  
| | Goodwill                                  |   | -        |  |   | 915     |  |   | 1,195  
| | Non-deductible loss and expenses          |   | 40       |  |   | 382     |  |   | 574    
| | Foreign earnings                          |   | 589      |  |   | 574     |  |   | 507    
| | Extraordinary items                       |   | (3,849)  |  |   | -       |  |   | -      
| | Valuation Allowance                       |   | 32,997   |  |   | -       |  |   | -      
| |                                           |   |          |  |   |         |  |   |        
| | Income tax expense (benefit)              | $ | 14,550   |  | $ | (3,317) |  | $ | (5,332)
| |                                           |   |          |  |   |         |  |   |        
| | Effective tax rate                        |   | 27%      |  |   | 32%     |  |   | 28%    
| |                                           |   |          |  |   |         |  |   |        

A tax benefit for the exercise of stock options in the amount of zero, $28,000, and $1,269,000 that was not included in income for financial reporting purposes was credited directly to additional paid-in capital as of December 31, 2002, 2001 and 2000, respectively.
The net operating loss carryforwards for federal and state tax purposes are approximately $243.1 million at December 31, 2002 and expire at various periods through 2020.  The Company incurred a change of control under IRC Section 382 on May 26, 2000 that will limit the utilization of approximately $167 million of net operating loss carryforwards to a set level as provided by regulations.  The limitation should be approximately $17 million per year.
The Company incurred a non-cash charge of approximately $32,997,000 in 2002 as a result of establishing a valuation allowance against its net deferred tax assets.  The valuation allowance consisted of $3.8 million related to the extraordinary items and approximately $29.1 million related to continuing operations.  The valuation allowance is in accordance with SFAS No. 109, "Accounting for Income Taxes," which places significant weight on recent loss history in the determination of whether or not a valuation allowance is required.
The Companys Brazilian subsidiary received a tax assessment from a Brazilian State tax authority for Reais 14,764,761 (approximately $4.0 million at December 31, 2002).  The tax assessment is based on the premise that certain services provided in Brazilian federal waters are considered taxable by certain Brazilian states as transportation services and are subject to a state tax.  The Company has filed a timely defense and is currently under no obligation to pay the assessment unless and until such time as all appropriate appeals are exhausted. The Company intends to vigorously challenge the imposition of this tax.  Broader industry actions have been taken against the tax in the form of a suit filed at the Brazilian federal supreme court seeking a declaration that the state statue attempting to tax the industrys activities is unconstitutional.  If the Companys challenge to the imposition of this tax proves unsuccessful, which Brazilian counsel and the Company believe improbable, current contract provisions and other factors could potentially mitigate the Companys tax exposure.



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.



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, 2002, there were 811,668 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 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.
During 2002, the Company granted 296,000 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 $2.45 to $8.69 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 20,000 awards granted to directors that vested at the date of grant.
As of December 31, 2002, there were 1,272,300 options outstanding under the 1996 Plan.
A summary of the status of the Companys stock options as of December 31, 2002, 2001 and 2000 and the changes during the years ended on those dates are presented below:

| |                            |             | 2002       |   | 2001  |          | 2000     
| | -------------------------- | ----------- | ---------- | - | ----- | -------- | ---------
| |                            |             | Number of  |   |       | Weighted |          
| |                            |             | Shares     |   |       | Average  |          
| |                            |             | Underlying |   |       | Exercise |          
| |                            |             | Options    |   |       | Prices   |          
| | Outstanding at beginning   |             |            |   |       |          |          
| |                            | of the year | 1,857,218  |   | $     | 7.19     |          
| | Granted                    | 296,000     |            | $ | 7.12  |          | 10,000   
| | Exercised                  | 18,000      |            | $ | 3.36  |          | 8,750    
| | Forfeited                  | 25,688      |            | $ | 10.90 |          | 13,000   
| | Expired                    | 25,562      |            | $ | 18.45 |          | 10,375   
| | Outstanding at end of year | 2,083,968   |            | $ | 7.03  |          | 1,857,218
| | Exercisable at end of year | 1,625,531   |            | $ | 6.68  |          | 1,492,118

The following table summarizes information about stock options outstanding at December 31, 2002:

| |                    |  | Options Outstanding |  | Options Exercisable
| | ------------------ |  | ------------------- |  | -------------------
| |                    |  |                     |  | Weighted           
| |                    |  |                     |  | Average            
| |                    |  | Number              |  | Remaining          
| | Range of Exercise  |  | Outstanding         |  | Contract           
| | Prices             |  | at 12/31/02         |  | Life               
| |                    |  |                     |  |                    
| | $0.91              |  | 811,668             |  | 1.0                
| | $2.45              |  | 20,000              |  | 9.9                
| | $4.50              |  | 177,500             |  | 6.2                
| | $7.125 to $8.69    |  | 446,500             |  | 6.9                
| | $9.875 to $12.91   |  | 318,500             |  | 7.5                
| | $17.75 to $19.50   |  | 166,400             |  | 5.1                
| | $20.125 to $23.125 |  | 143,400             |  | 4.4                
| |                    |  | 2,083,968           |  | 4.4                





During 2002 the Company determined that the carrying value of two vessels exceeded their fair values.  Fair value was determined through the use of estimated vessel discounted cash flows.  The Company reduced net book value to the estimated fair value for the vessels and recorded a
non-cash $5.2 million impairment charge.  The above noted vessels are special purpose towing vessels with limited supply capabilities.  In response to market conditions, the Company determinded during 2002 that the primary market for these vessels was in non-U.S. locations with lower day rates.
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.

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.



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 on 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, 2002, 2001 and 2000 of approximately $219,000, $245,000 and $60,000, respectively.Pension Plan and Employee BenefitsSubstantially all of the Companys Norwegian and United Kingdom employees are covered by a number of non-contributory, 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) |       |      
| | ---------------------------- | ---------------------------------------------- | ---------------------------------------- |  | ---- | ----- | ----- | -------------- | ----- | -----
| |                              |                                                |                                          |  |      |       |       | 2002           |       |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| | Change in Benefit Obligation |                                                |                                          |  |      |       |       |                |       |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              | Benefit obligation at beginning of year        |                                          |  | $    | 2,241 |       | $              | 1,801 |      
| |                              | Service  cost                                  |                                          |  |      | 307   |       |                | 242   |      
| |                              | Interest cost                                  |                                          |  |      | 118   |       |                | 98    |      
| |                              | Benefits paid                                  |                                          |  | (51) |       |       | -              |       |      
| |                              | Translation adjustment and other               |                                          |  |      | 467   |       |                | 100   |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              |                                                | Benefit obligation at end of year        |  |      | $     | 3,082 |                | $     | 2,241
| |                              |                                                |                                          |  |      |       |       |                |       |      
| | Change in Plan Assets        |                                                |                                          |  |      |       |       |                |       |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              | Fair value of plan assets at beginning of year |                                          |  | $    | 2,444 |       | $              | 1,839 |      
| |                              | Actual return on plan assets                   |                                          |  |      | 187   |       |                | 154   |      
| |                              | Contributions                                  |                                          |  |      | 504   |       |                | 338   |      
| |                              | Benefits paid                                  |                                          |  |      | (51)  |       |                | -     |      
| |                              | Translation adjustment and other               |                                          |  |      | 567   |       |                | 113   |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              |                                                | Fair value of plan assets at end of year |  |      | $     | 3,651 |                | $     | 2,444
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              | Funded status,  over funded                    |                                          |  | $    | 569   |       | $              | 204   |      
| |                              | Unrecognized net actuarial gain and other      |                                          |  |      | 31    |       |                | 7     |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              |                                                | Prepaid  benefit cost                    |  |      | $     | 600   |                | $     | 211  
| |                              |                                                |                                          |  |      |       |       |                |       |      
| | Weighted-Average Assumptions |                                                |                                          |  |      |       |       |                |       |      
| |                              |                                                |                                          |  |      |       |       |                |       |      
| |                              | Discount rate                                  |                                          |  |      | 5.80% |       |                | 6.25% |      
| |                              | Return on plan assets                          |                                          |  |      | 6.80% |       |                | 7.25% |      
| |                              | Rate of compensation increase                  |                                          |  |      | 3.30% |       |                | 3.30% |      
| |                              |                                                |                                          |  |      |       |       |                |       |      





| |                                         |                               |                           |      |       |     | (in thousands)
| | --------------------------------------- | ----------------------------- | ------------------------- | ---- | ----- | --- | --------------
| |                                         |                               |                           |      |       |     |               
| | Components of Net Periodic Benefit Cost |                               |                           | 2002 |       |     | 2001          
| |                                         | Service cost                  |                           | $    | 307   |     | $             
| |                                         | Interest cost                 |                           |      | 118   |     |               
| |                                         | Return on plan assets         |                           |      | (187) |     |               
| |                                         | Social security contributions |                           |      | 44    |     |               
| |                                         | Recognized net actuarial loss |                           |      | -     |     |               
| |                                         |                               |                           |      |       |     |               
| |                                         |                               | Net periodic benefit cost |      | $     | 282 |               
| |                                         |                               |                           |      |       |     |               

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 were approximately $2,815,000, $2,300,000 and $3,651,000, respectively, as of December 31, 2002 and $1,891,000, $1,480,000 and $2,444,000, respectively, as of December 31, 2001.



During 2001 the Company entered into agreements to construct three 155-foot crew
boats in a U.S. shipyard. Two of the crew boats were delivered in 2002. The
third crew boat was delivered in March 2003 and had a total contract price of approximately $3.64 million.  Progress payments against the third crew boat totaled approximately $2.19 as of December 31, 2002.
The Company entered into an agreement in October 2002 with a Brazilian shipyard to construct a vessel for approximately $40.0 million.  As of December 31, 2002, approximately $1.3 million in progress payment were made.  Remaining payments under the construction contract for the balance are expected to be approximately $23.1 million and $15.6 million for the years ended December 31, 2003 and 2004, respectively.
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. We do not believe that any of these proceedings, if adversely determined, would have a material adverse effect on our financial position, results of operations or cash flows.  Additionally certain claims would be covered under the Companys insurance program.  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, 2002 and 2001, the Company has accrued a liability in the amount of approximately $3,030,000 and $1,766,000, 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.
Future minimum payments under non-cancelable operating lease obligations are approximately $947,000, $911,000, $859,000, $829,000, $819,000 and $3,606,000 for the years ending December 31, 2003, 2004, 2005, 2006, 2007 and later years, respectively.



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, 2002 and 2001 were as follows (in thousands):

| |                 |  |  |  |  |   | 2002    |  |   | 2001    | 
| | --------------- |  |  |  |  | - | ------- |  | - | ------- | 
| |                 |  |  |  |  |   |         |  |   |         | 
| | Carrying amount |  |  |  |  | $ | 390,107 |  | $ | 314,245 | 
| | Fair value      |  |  |  |  | $ | 372,742 |  | $ | 284,055 | 

Foreign currency forward exchange contracts:Fair value is estimated by obtaining quotes from brokers.



| | Year ended December 31, 2002(1)                                                                                 | First                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                  |                                  | Second |        |          | Third |        |          | Fourth |       
| | --------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | -------------------------------- | ------ | ------ | -------- | ----- | ------ | -------- | ------ | ------
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| | (Dollars in thousands, except per share amounts)                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| |                                                                                                                 | Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                             | $                                                | 32,108                           |        | $      | 32,622   |       | $      | 33,996   |        | $     
| |                                                                                                                 | Operating loss                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                  | (344)                            |        |        | (2,319)  |       |        | (2,189)  |        |       
| |                                                                                                                 | Loss before extraordinary items, net of tax                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  | (4,793)                          |        |        | (7,681)  |       |        | (30,159) |        |       
| |                                                                                                                 | Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                  | (4,793)                          |        |        | (13,784) |       |        | (34,952) |        |       
| |                                                                                                                 | Basic and diluted loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                  |                                  |        |        |          |       |        |          |        |       
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Net loss before extraordinary items per          |                                  |        |        |          |       |        |          |        |       
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  | average common share outstanding |        | (0.13) |          |       | (0.21) |          |        | (0.83)
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| | Year ended December 31, 2001(2)                                                                                 | First                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                  |                                  | Second |        |          | Third |        |          | Fourth |       
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| | (Dollars in thousands, except per share amounts)                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| |                                                                                                                 | Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                             | $                                                | 43,277                           |        | $      | 49,986   |       | $      | 47,661   |        | $     
| |                                                                                                                 | Operating income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  | 9,870                            |        |        | 14,420   |       |        | (12,744) |        |       
| |                                                                                                                 | Income (loss) before extraordinary items, net of tax                                                                                                                                                                                                                                                                                                                                                                                                 |                                                  | 1,963                            |        |        | 5,446    |       |        | (13,448) |        |       
| |                                                                                                                 | Net income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                  | 1,963                            |        |        | 5,446    |       |        | (13,448) |        |       
| |                                                                                                                 | Basic and diluted earnings
(loss) per share:                                                                                                                                                                                                                                                                                                                                                                                                         |                                                  |                                  |        |        |          |       |        |          |        |       
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Net income (loss) before extraordinary items per |                                  |        |        |          |       |        |          |        |       
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  | average common share outstanding |        | 0.05   |          |       | 0.15   |          |        | (0.37)
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| | (1)The second, third and fourth quarters of fiscal year 2002 include non-cash charges of approximately $6.1     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                 | million (net of a $3.1 million tax benefit), $4.8 million and $0.1 million,
respectively, for the early extinguishment of debt.  The Company incurred a non-cash charge of approximately $22.7 million in the third quarter of 2002 as a result of a valuation allowance against its net deferred tax assets.  Additionally the fourth quarter of fiscal year 2002 includes a $5.2 million non-cash charge related to the write-down on two vessels.
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                
| |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                  |        |        |          |       |        |          |        |       
| | (2)The third quarter of fiscal 2001 includes a non-cash charge of approximately $24.3 million related to write-
| |                                                                                                                 | down of eight vessels.                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                  |                                  |        |        |          |       |        |          |       





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 and West Africa.  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, 2002, 2001 and 2000 are as follows (in thousands):

| | December 31, 2002                     |   | U.S.     |  |   | North Sea |  |   | Other   |  |   | Totals   
| | ------------------------------------- | - | -------- |  | - | --------- |  | - | ------- |  | - | ---------
| |                                       |   |          |  |   |           |  |   |         |  |   |          
| | Revenues from external customers      | $ | 42,862   |  | $ | 71,155    |  | $ | 19,925  |  | $ | 133,942  
| | Intersegment revenues                 |   | 112      |  |   | -         |  |   | -       |  |   | 112      
| | Interest revenue                      |   | 447      |  |   | 293       |  |   | 2       |  |   | 742      
| | Interest expense                      |   | 24,005   |  |   | 4,403     |  |   | 24      |  |   | 28,432   
| | Depreciation and amortization expense |   | 20,366   |  |   | 18,556    |  |   | 4,300   |  |   | 43,222   
| | Income tax expense                    |   | 12,885   |  |   | 1,665     |  |   | -       |  |   | 14,550   
| | Segment net income (loss)             |   | (72,344) |  |   | 6,314     |  |   | (1,948) |  |   | (67,978) 
| | Long-lived assets                     |   | 131,887  |  |   | 338,516   |  |   | 75,820  |  |   | 546,223  
| | Segment total assets                  |   | 470,712  |  |   | 488,598   |  |   | 80,406  |  |   | 1,039,716
| | Expenditures for segment assets       |   | 11,234   |  |   | 62,313    |  |   | 5,792   |  |   | 79,339   
| |                                       |   |          |  |   |           |  |   |         |  |   |          
| | December 31, 2001                     |   | U.S.     |  |   | North Sea |  |   | Other   |  |   | Totals   
| |                                       |   |          |  |   |           |  |   |         |  |   |          
| | Revenues from external customers      | $ | 99,021   |  | $ | 73,228    |  | $ | 10,376  |  | $ | 182,625  
| | Intersegment revenues                 |   | 144      |  |   | -         |  |   | -       |  |   | 144      
| | Interest revenue                      |   | 752      |  |   | 269       |  |   | 2       |  |   | 1,023    
| | Interest expense                      |   | 22,654   |  |   | 3,566     |  |   | 12      |  |   | 26,232   
| | Depreciation and amortization expense |   | 28,142   |  |   | 16,837    |  |   | 2,699   |  |   | 47,678   
| | Income 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  |  |   | 450,057  
| | Segment total assets                  |   | 561,265  |  |   | 340,695   |  |   | 39,474  |  |   | 941,434  
| | Expenditures for segment assets       |   | 10,961   |  |   | 14,171    |  |   | 1,547   |  |   | 26,679   
| |                                       |   |          |  |   |           |  |   |         |  |   |          
| | December 31, 2000                     |   | U.S.     |  |   | North Sea |  |   | Other   |  |   | Totals   
| |                                       |   |          |  |   |           |  |   |         |  |   |          
| | Revenues from external customers      | $ | 70,044   |  | $ | 54,395    |  | $ | 8,448   |  | $ | 132,887  
| | Intersegment revenues                 |   | 144      |  |   | -         |  |   | -       |  |   | 144      
| | Interest revenue                      |   | 640      |  |   | 276       |  |   | 2       |  |   | 918      
| | Interest expense                      |   | 25,575   |  |   | 4,272     |  |   | 36      |  |   | 29,883   
| | Depreciation and amortization expense |   | 29,709   |  |   | 16,151    |  |   | 2,778   |  |   | 48,638   
| | Income tax expense (benefit)          |   | (8,915)  |  |   | 3,581     |  |   | 2       |  |   | (5,332)  
| | Extraordinary item, net of taxes      |   | 715      |  |   | -         |  |   | -       |  |   | 715      
| | Segment net income (loss)             |   | (16,990) |  |   | 4,534     |  |   | (266)   |  |   | (12,722) 
| | Long-lived assets                     |   | 220,275  |  |   | 231,550   |  |   | 39,237  |  |   | 491,062  
| | Segment total assets                  |   | 577,852  |  |   | 344,103   |  |   | 39,976  |  |   | 961,931  
| | Expenditures for segment assets       |   | 6,104    |  |   | 5,026     |  |   | 2,108   |  |   | 13,238   

A reconciliation of segment total assets to consolidated total assets as of December 31, 2002, 2001 and 2000 is as follows (in thousands):

| |                                           |                           | 2002      |         |   | 2001      |         |   | 2000     
| | ----------------------------------------- | ------------------------- | --------- | ------- | - | --------- | ------- | - | ---------
| |                                           |                           |           |         |   |           |         |   |          
| | Assets                                    |                           |           |         |   |           |         |   |          
| | Total assets for reportable segments      | $                         | 1,039,716 |         | $ | 941,434   |         | $ | 961,931  
| | Elimination of intersegment receivables   |                           | (10,423)  |         |   | (4,527)   |         |   | (3,180)  
| | Elimination of investment in subsidiaries |                           | (280,182) |         |   | (281,195) |         |   | (280,629)
| |                                           |                           |           |         |   |           |         |   |          
| |                                           | Total consolidated assets |           | 749,111 |   | $         | 655,712 |   | $        

For the year ended December 31, 2002, revenues from one customer and its affiliates were approximately $17.8 million or 13% of the Companys consolidated revenues.  Revenues for the Companys U.S., North Sea and West Africa segments include approximately $8.2 million,  $3.3 million and $6.3 million of these revenues, respectively.
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 approximately $22.6 million and $7.1 million of these revenues, respectively.
For the year ended December 31, 2000, revenues from another customer of the Companys North Sea segment represented approximately $13.4 million, or 10%, of the Companys consolidated revenues.



The following tables present the consolidating historical financial statements as of December 31, 2002 and 2001 and for the three fiscal years in the period ended December 31, 2002 for the subsidiaries of the Company that serve as guarantors of the 8 7/8% senior notes and for the Companys subsidiaries that do not serve as guarantors.  The guarantor subsidiaries are 100% owned by the parent company and their guarantees are full and unconditional and joint and several.

|Condensed Consolidating Balance Sheets          
|------------------------------------------------
|(Dollars in thousands, except per share amounts)
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|Condensed Consolidating Balance Sheets          
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|Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
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|Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
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|Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)
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| | Condensed Consolidating Statements of Cash Flows    
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| | Net income (loss)                                   
| | Adjustments to reconcile net income (loss) to net   
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| | Effect of exchange rates on cash and cash           
| |                                                     
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| | Cash and cash equivalents at beginning of period    
| | Cash and cash equivalents at end of period          
| |                                                     





|Condensed Consolidating Statements of Cash Flows
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|Condensed Consolidating Statements of Cash Flows
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Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial DisclosureNone.

PART III

Item 10.   Directors and Executive Officers of the RegistrantInformation 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 2003 Annual Meeting of Stockholders and is incorporated herein by reference.Item 11.  Executive CompensationInformation 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 2003 Annual Meeting of Stockholders and is incorporated herein by reference.Item 12.  Security Ownership of Certain Beneficial Owners and ManagementInformation 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 2003 Annual Meeting of Stockholders and is incorporated herein by reference.Item 13.  Certain Relationships and Related TransactionsInformation 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 2003 Annual Meeting of Stockholders and is incorporated herein by reference.Item 14.  Controls and ProceduresWithin the 90 days prior to the filing date of this report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures.  The evaluation was carried out under the supervision of and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer.  Based on and as of the date of evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company, including its consolidated subsidiaries, required to be included in reports the Company files with or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934.  There have been no significant changes in the Company's internal controls, or in other factors that could significantly affect the Company's internal controls, subsequent to the date of the evaluation.

PART IV

Item 15.    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)                                                                                         
|                                                                                                                                                                                |     |                                                                                             
|                                                                                                                                                                                |     | (2)                                                                                         
|                                                                                                                                                                                |     |                                                                                             
|                                                                                                                                                                                |     |                                                                                             
|                                                                                                                                                                                |     |                                                                                             
|                                                                                                                                                                                |     | (3)                                                                                         
|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.
|                                                                                                                                                                                |     |                                                                                             
|                                                                                                                                                                                | (b) | Reports Form 8-K:                                                                           
|                                                                                                                                                                                |     |                                                                                             

On October 7, 2002, we filed a report on Form 8-K, reporting under Item 5, announcing that the Company and GE Commercial Equipment Financing entered into an agreement to provide approximately $11.4 million of funding.
        On October 23, 2002, we filed a
report on Form 8-K, reporting under Item 5, announcing the recording of a
non-cash charge of approximately $22.7 million to our third quarter 2002
earnings through the establishment of a valuation allowance against our deferred
tax assets



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)               
|                    
|                     | By:                        
|                     |                            
|                     |                            
|Date: March 28, 2003 |                            

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. Fairley        |  | President, Chief Executive Officer | March
28, 2003    
| | Thomas E. Fairley            |  | and Director                       |                   
| |                              |  | (Principal Executive Officer)      |                   
| |                              |  |                                    |                   
| | /s/
Ronald O. Palmer         |  | Chairman of the Board              | March
    28, 2003
| | Ronald O. Palmer             |  |                                    |                   
| |                              |  |                                    |                   
| |                              |  |                                    |                   
| | /s/ Victor M. Perez          |  | Vice President, Chief Financial    | March
28, 2003    
| | Victor M. Perez              |  | Officer
and Treasurer              |                   
| |                              |  | (Principal Financial Officer)      |                   
| |                              |  |                                    |                   
| | /s/Kim E. Stanton            |  | Vice President and Controller      | March
    28, 2003
| | Kim E. Stanton               |  | (Principal Accounting Officer)     |                   
| |                              |  |                                    |                   
| |                              |  |                                    |                   
| | /s/
H. K. Acord              |  | Director                           | March 28, 2003    
| | H. K. Acord                  |  |                                    |                   
| |                              |  |                                    |                   
| |                              |  |                                    |                   
| |                              |  | Director                           |                   
| | James C. Comis III           |  |                                    |                   
| |                              |  |                                    |                   
| |                              |  |                                    |                   
| | /s/
Edward C. Hutcheson, Jr. |  | Director                           | March 28, 2003    
| | Edward C. Hutcheson, Jr.     |  |                                    |                   
| |                              |  |                                    |                   
| |                              |  |                                    |                   
| | /s/
Robert Sheehy            |  | Director                           | March
    28, 2003
| | Robert Sheehy                |  |                                    |                   
| |                              |  |                                    |                   
| |                              |  |                                    |                   
| | /s/
Joseph S. Compofelice    |  | Director                           | March
    28, 2003
| | Joseph S. Compofelice        |  |                                    |                   





SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



|   | I, Victor M. Perez, certify that:                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|1. | I have reviewed this annual report on Form 10-K for Trico Marine Services,
    Inc., for the reporting period ended December 31, 2002;                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures and internal
controls and (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | a.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | b.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | c.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent
function):                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | a.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | b.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|6. | The registrant's other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



|Date:  March 28, 2003 | By: | /s/
Victor M. Perez                       
|--------------------- | --- | ------------------------------------------
|                      |     | Victor M. Perez                           
|                      |     | Vice President and Chief Financial Officer





CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

|   | I,    Thomas E. Fairley, certify that:                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|1. | I have reviewed this annual report on Form 10-K for Trico Marine Services,
    Inc., for the reporting period ended December 31, 2002;                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures and internal
controls and (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | a.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | b.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | c.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|5. | The registrants other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | a.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | b.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|6. | The registrant's other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



|Date:  March 28, 2003 | By: | /s/ Thomas E. Fairley                
|--------------------- | --- | -------------------------------------
|                      |     | Thomas E. Fairley                    
|                      |     | President and Chief Executive Officer

REPORT OF INDEPENDENT ACCOUNTANTS ON

FINANCIAL STATEMENT SCHEDULES

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 12, 2003, 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 15(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 12, 2003



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
for the years ended December 31, 2002, 2001 and 2000
(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
|2002
Valuation
allowance on deferred

tax assets



Deducted in balance sheet from

accounts receivable: | $  -                           | $32,997                                  | $  -                      | $ -                     | $32,997                 
|Allowance for doubtful

accounts - trade                                                                 | $338                           | $    120                                 | $  -                      | $ ( 36)                 | $    422                
|2001
Deducted in balance sheet from

accounts receivable:                                                |                                |                                          |                           |                         |                         
|Allowance for doubtful

accounts - trade                                                                 | $184                           | $    120                                 | $  -                      | $   34                  | $    338                
|2000
Deducted in balance sheet from
accounts receivable:                                                 |                                |                                          |                           |                         |                         
|Allowance for doubtful

accounts - trade                                                                 | $420                           | $      -                                 | $  -                      | $(236)                  | $    184                



TRICO MARINE SERVICES, INC.
EXHIBIT INDEX

|Exhibit
    Number |                                                                                                                                                                                                                                                                                                   | 
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                   |                                                                                                                                                                                                                                                                                                   | 
|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.                                                                                                                                                                                                                    | 
|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)                                                                                                                                                                                             | 
|4.7                | Indenture dated as of May 31, 2002, among the Company, Trico Marine Operators, Inc., Trico Marine Assets, Inc. and JPMorgan Chase Bank, as trustee.(5)                                                                                                                                            | 
|4.8                | Registration Rights Agreement dated as of May 31, 2002, among the Company, Trico Marine Operators, Inc., Trico Marine Assets, Inc., Lehman Brothers Inc., Bear, Stearns & Co. Inc., Wells Fargo Securities, LLC, Banc One Capital Markets, Inc. and Nordea Bank Finland PLC, New York Branch. (5) | 
|10.1               | Form of Indemnity Agreement by and between the Company and each of the Companys directors. (2)                                                                                                                                                                                                   | 
|10.2               | 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.(6)                                                               | 
|10.3               | Purchase Agreement dated as of April 16, 1999 by and among the Company, Inverness/Phoenix Partners LP and Executive Capital Partners I LP. (7)                                                                                                                                                    | 
|10.4               | StockholdersAgreement dated as of May 6, 1999 among the Company, Inverness/Phoenix Partners LP and Executive Capital Partners I LP. (7)                                                                                                                                                          | 
|10.5               | 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.(8)                                                                                                                                                         | 
|10.6               | 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.(8)                                                                                                                      | 
|10.7               | The Companys 1996 Incentive Compensation Plan. (2)W                                                                                                                                                                                                                                              | 
|10.8               | The Companys 1993 Stock Option Plan. (2)W                                                                                                                                                                                                                                                        | 
|10.9               | Form of Stock Option Agreement under the 1993 Stock Option Plan. (2)W                                                                                                                                                                                                                             | 
|10.10              | Form of Option Agreement under the 1996 Incentive Compensation Plan. (2)W                                                                                                                                                                                                                         | 
|10.11              | Form of Noncompetition, Nondisclosure and Severance Agreements between the Company and each of its Executive Officers. (2)W                                                                                                                                                                       | 
|10.12              | Loan Agreement dated April 24, 2002 between Trico Shipping AS and Den Norske Bank ASA, as agent, and the other lenders specified therein.(9)                                                                                                                                                      | 





|Exhibit
    Number |                                                                                                                                                                                                                                                                                                       | 
|------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                   |                                                                                                                                                                                                                                                                                                       | 
|10.13              | Master Bareboat Charter dated as of September 30, 2002, between Trico Marine Operators, Inc. and General Electric Capital Corporation. (10)                                                                                                                                                           | 
|10.14              | Credit Agreement, dated as of December 18, 2002, among the Company, Trico Marine Assets, Inc., Trico Marine Operators, Inc., the Lenders party thereto from time to time, and Nordea Bank Finland PLC, New York Branch, as Administrative Agent. (11)                                                 | 
|10.15              | First Amendment, dated as of February 4, 2003, to the Credit Agreement dated as of December 18, 2002, among the Company, Trico Marine Assets, Inc., Trico Marine Operators, Inc., the Lenders party thereto from time to time, and Nordea Bank Finland PLC, New York Branch, as Administrative Agent. | 
|10.16              | Second Amendment, dated as of March 26, 2003, to the Credit Agreement dated as of December 18, 2002, among the Company, Trico Marine Assets, Inc., Trico Marine Operators, Inc., the Lenders party thereto from time to time, and Nordea Bank Finland PLC, New York Branch, as Administrative Agent.  | 
|12.1               | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                    | 
|21.1               | Subsidiaries of the Company.                                                                                                                                                                                                                                                                          | 
|23.1               | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                | 
|99.1               | Officer's
    certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                | 
|99.2               | Officer's
    certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                | 

_________________

|(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 Current Report on Form 8-K dated
    July 31, 2002.                                                   
|(6)  | Incorporated by reference to the Companys 1998 Annual Report on Form 10-K
    dated March 26, 1999.                                             
|(7)  | Incorporated by reference to the Schedule 13D filed by Inverness/Phoenix
    Partners LP on June 7, 1999.                                        
|(8)  | Incorporated by reference to the Companys 2000 Annual Report on Form 10-K
    dated February 28, 2001.                                          
|(9)  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q
    filed on May 14, 2002, for the quarter ended March 31, 2002.        
|(10) | Incorporated by reference to the Companys Quarterly Report on Form 10-Q
    filed on November 14, 2002 for the quarter ended September 30, 2002.
|(11) | Incorporated by reference to the Companys Current Report on Form 8-K dated
    December 19, 2002.                                               
|W    | Management Contract or Compensation Plan or Arrangement.                                                                                         



E-2