UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)

xAnnual report
	pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for
	the fiscal year ended December 31, 2000oTransition 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(State or other jurisdiction of
			incorporation or organization)            |  | 72-1252405(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------ |  | ----------------------------------------------
|250 North American Court
			Houma, Louisiana(Address of principal executive offices) |  | 70363(Zip Code)                               

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 XNo

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.x

The aggregate market value of the voting stock held by
non-affiliates of the Registrant at February 28, 2001 was approximately $417,234,000.

The number of shares of the Registrant's common stock,
$0.01 par value per share, outstanding at February 28, 2001 was 36,245,585.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 2001
Annual Meeting of Stockholders have been incorporated by reference into Part III
of this Form 10-K.



TRICO MARINE SERVICES, INC.
ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2000

TABLE OF CONTENTS

|                                                                                               | PAGE
|---------------------------------------------------------------------------------------------- | ----
|PART I                                                                                         | 2   
|Items 1 and 2. Business and Properties                                                         | 2   
|Item 3. Legal Proceedings                                                                      | 9   
|Item 4. Submission of Matters To a Vote Of Security Holders                                    | 9   
|Item 4A. Executive Officers of The Registrant                                                  | 10  
|PART II                                                                                        | 11  
|Item 5. Market for Registrant's Common Stock and Related Stockholder
	Matters                  | 11  
|Item 6. Selected Financial Data                                                                | 11  
|Item 7. Management's Discussion and Analysis of Financial Condition and
	Results of Operations | 12  
|Item 7A. Quantitative and Qualitative Disclosures About Market Risk                            | 17  
|Item 8. Financial Statements and Supplementary Data                                            | 18  
|Item 9. Changes in and Disagreements With Accountants on Accounting and
	Financial Disclosure  | 43  
|PART III                                                                                       | 44  
|Item 10. Directors and Executive Officers of the Registrant                                    | 44  
|Item 11. Executive Compensation                                                                | 44  
|Item 12. Security Ownership of Certain Beneficial Owners and Management                        | 44  
|Item 13. Certain Relationships and Related Transactions                                        | 44  
|PART IV                                                                                        | 44  
|Item. 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K                      | 44  
|SIGNATURES                                                                                     | S-1 
|FINANCIAL STATEMENT SCHEDULE                                                                   | F-1 
|EXHIBIT INDEX                                                                                  | E-1 

PART I

Items 1 and 2.   Business and Properties

General

We are a leading provider of marine support vessels to the oil
and gas industry 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 deepwater ROV (remotely operated vehicle) and well service support,
and support for the submarine telecom cable industry, including fiber optic
cable installation.  We currently have a total fleet of 94 vessels,
including 54 supply vessels, 11 large capacity platform supply vessels, seven
large anchor handling, towing and supply vessels, 13 crew boats and nine
line-handling vessels.
 
Demand for our services is primarily affected by expenditures for oil and gas
exploration, development and production in the markets where we operate. 
As a result of the low oil prices, oil and gas companies curtailed or deferred
exploration and development spending in 1998 and most of 1999. 
Additionally, the entry of newly-built vessels into the market areas where we
operate contributed to an increased competitive environment, which also
depressed our day rates and utilization.  We began to experience increases
in day rates and utilization in the fourth quarter of 1999 and throughout 2000,
primarily due to the increase in drilling activity and a reduced number of
vessels in the market partially caused by the stacking of vessels by some of our
competitors and us.  Also contributing to the increased utilization of our
Gulf supply boats was reduced downtime for dry-docking and upgrade
projects. The Industry

Marine support vessels primarily are used 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 150 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 150 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 brake horsepower, and up to 24,000 brake horsepower
for the most powerful North Sea Class AHTS vessels), shorter after decks and
special equipment such as towing winches.
 Crew Boats.    Crew boats are generally at least
100 feet in length and are used primarily for the transportation of personnel
and light cargo, including food and supplies, to and among drilling rigs,
production platforms and other offshore installations.  Crew boats are
constructed from aluminum.  As a result, they generally require less
maintenance and have a longer useful life without refurbishment than
steel-hulled supply boats.  The majority of our crew boats are vessels
120-feet long and longer. 
 Line Handling Boats.    Line handling boats are
generally outfitted with special equipment to assist tankers while they are
loading from single buoy mooring systems. These vessels support oil off-loading
operations from production facilities to tankers and transport supplies and
materials to and between deepwater platforms.

Market Areas

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

Gulf of Mexico. Our vessels support exploration and development
activities in the Gulf as well as existing oil and gas production
platforms.  Demand for our supply boats is primarily impacted by the level
of offshore oil and gas drilling activity.  Drilling activity is influenced
by a number of factors, including primarily oil and gas prices and drilling
budgets of oil and gas companies.  As a result, utilization and day rates
traditionally have had a close relationship to oil and gas prices and drilling
activity.  Day rates and utilization rates in the Gulf have traditionally
been volatile as a result of fluctuations in oil and gas prices and drilling
activity. 
We believe approximately 340 supply boats were in the Gulf fleet at the end of
2000.  We estimate that approximately 40 to 50 of these vessels are
de-activated or stacked and would require substantial investment to return to
work. We experienced increases in day rates and fleet utilization in the Gulf
beginning in the fourth quarter of 1999, and continuing throughout 2000, due to
increased drilling activity and the tightening of the supply vessel market
caused by the stacking of vessels by some of our competitors and us.  The
utilization of our Gulf fleet also improved because we completed all vessel
upgrade projects and had reduced downtime from vessel dry-dockings.
As of February 20, 2001, we had 41 supply boats and 12 crew boats operating in
the Gulf, excluding our ten stacked supply boats.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.
 
We estimate that the number of vessels operating in the North Sea decreased from
approximately 230 in December 1999 to approximately 198 as of December 2000, due
primarily to the relocation of vessels to other international areas.  As of
February 20, 2001, we had eleven 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 20, 2001, we had nine line-handling vessels, our SWATH crew boat
and two supply boats operating offshore Brazil.  Eleven of our vessels
operating offshore Brazil are under charters with Petrobras.

Our Fleet

Existing Fleet.    The following table sets forth information
regarding the vessels owned by us as of February 28, 2001:



|Type of Vessel           | No. of Vessels | Length      | Horsepower     
|------------------------ | -------------- | ----------- | ---------------
|Supply Boats             | 54             | 166" - 230" | 1,950 -   6,000
|PSVs                     | 11             | 176" - 276" | 4,050 - 10,800 
|AHTSs                    | 7              | 196" - 275" | 11,140 - 23,800
|Crew/Line Handling Boats | 22(1)          | 105" - 125" | 1,200 - 10,600 

_____________
Includes the Stillwater River, our SWATH crew boat.
As of February 20, 2001, the average age of our vessels was 16 years. We believe
that our upgrade and refurbishment program, completed in the first half of 1999,
has significantly extended the service life of most of our Gulf supply boats.
 Vessel Maintenance.  We incur routine dry-dock inspection,
maintenance and repair costs under U.S. Coast Guard Regulations and to maintain
American Bureau of Shipping certification for our vessels.  In addition to
complying with these requirements, we also have our own comprehensive vessel
maintenance program that we believe helps us to continue to provide our
customers with well maintained, reliable vessels.  We incurred
approximately $24.2 million, $16.4 million and $7.7 million in dry-docking and
marine inspection costs for the years ended December 31,  1998, 1999 and
2000, respectively.
 Operations Bases
 
We support our operations in the Gulf from a 62.5 acre docking, maintenance and
office facility in Houma, Louisiana located on the intracoastal waterway that
provides direct access to the Gulf.  We also lease a 3,600 square foot
office in Houston, Texas.  Our North Sea operations are supported from
leased offices in Fosnavag, Norway, Kristiansand, Norway and Aberdeen,
Scotland.  Our Brazilian operations are supported from a maintenance and
administrative facility in Macae, Brazil and a sales and administrative office
in Rio de Janeiro.

Customers and Charter Terms
 
We have entered into master service agreements with substantially all of the
major and independent oil companies operating in the Gulf.  Most of our
charters in the Gulf are short-term contracts (60 to 90 days) or spot contracts
(less than 30 days) and are cancelable upon short notice.  Because of
frequent renewals, the stated duration of charters frequently has little
relationship to the actual time vessels are chartered to a particular customer.
 
Our principal customers in the North Sea are major integrated oil companies and
large independent oil and gas companies as well as foreign government owned or
controlled companies that provide logistic, construction and other services to
such oil companies and foreign government organizations.  The charters with
these customers are industry standard time charters.  Current charters in
the North Sea include periods ranging from spot contracts of just a few days or
months to long-term contracts of several years.  Seven of our North Sea
vessels are on long-term contracts (at least one year in duration).  Any
charterer can, however, terminate its contract during the period upon payment of
agreed compensation.  Our remaining North Sea vessels are chartered on a
short-term basis.
 
Charters are obtained through competitive bidding or, with certain customers,
through negotiation.  The percentage of revenues attributable to an
individual customer varies from time to time, depending on the level of
exploration and development activities undertaken by a particular customer, the
availability and suitability of our vessels for the customer's projects, and
other factors, many of which are beyond our control.  For the years ended
December 31, 1998, 1999, and 2000, approximately 16% , 19%, and 10%,
respectively, of our total revenues were received from Statoil AS.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.  Among the more
significant of the conventions applicable to our international operations are:
1) the International Convention for the Prevention of Pollution of the Sea,
1973, 1979 Protocol;  2) the International Convention on the Safety of Life
at Sea, 1974, 1978 and 1981/1983 Protocol;  and 3) the International
Convention on Standards of Training, Certification and Watchkeeping for
Seafarers.
 
The U.S. Coast Guard regulates and enforces various aspects of marine offshore
vessel operations, such as classification, certification, routes, dry-docking
intervals, manning requirements, tonnage requirements and restrictions, hull and
shafting requirements and vessel documentation.  Coast Guard regulations
require that each of our vessels be dry-docked for inspection at least twice
within a five-year period.  We believe we are in compliance in all material
respects with all Coast Guard regulations.
 
Under the Merchant Marine Act of 1920, as amended, the privilege of transporting
merchandise or passengers in domestic waters extends only to vessels that are
owned by U.S. citizens and are built in and registered under the laws of the
U.S.  A corporation is not considered a U.S. citizen unless, among other
things, no more than 25% of any class of its voting securities are owned by non-U.S.
citizens.  If we should fail to comply with these requirements, during the
period of such noncompliance we would not be permitted to continue operating our
vessels in coastwise trade.
 
Our operations are also subject to a variety of federal and state statutes and
regulations regarding the discharge of materials into the environment or
otherwise relating to environmental protection. Included among these statutes
are the Clean Water Act, the Resource Conservation and Recovery Act ("RCRA"),
the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
the Outer Continental Shelf Lands Act ("OCSLA") and the Oil Pollution
Act of 1990 ("OPA").
 
The Clean Water Act imposes strict controls on the discharge of pollutants into
the navigable waters of the U.S., and imposes potential liability for the costs
of remediating releases of petroleum and other substances.  The Clean Water
Act provides for civil, criminal and administrative penalties for any
unauthorized discharge of oil and other hazardous substances in reportable
quantities and imposes substantial potential liability for the costs of removal
and remediation.  Many states have laws that are analogous to the Clean
Water Act and also require remediation of accidental releases of petroleum in
reportable quantities.  Our vessels routinely transport diesel fuel to
offshore rigs and platforms, and also carry diesel fuel for their own use. 
Our supply boats transport bulk chemical materials used in drilling activities,
and also transport liquid mud which contains oil and oil by-products.  All
offshore companies operating in the U.S. are required to have vessel response
plans to deal with potential oil spills.
 
RCRA regulates the generation, transportation, storage, treatment and disposal
of onshore hazardous and non-hazardous wastes, and requires states to develop
programs to ensure the safe disposal of wastes.  We generate non-hazardous
wastes and small quantities of hazardous wastes in connection with routine
operations.  We believe that all of the wastes that we generate are handled
in compliance with RCRA and analogous state statutes.
 
CERCLA contains provisions dealing with remediation of releases of hazardous
substances into the environment and imposes strict, joint and several liability
for the costs of remediating environmental contamination upon owners and
operators of contaminated sites where the release occurred and those companies
who transport, dispose of or who arrange for disposal of hazardous substances
released at the sites.  Although we handle hazardous substances in the
ordinary course of business, we are not aware of any hazardous substance
contamination for which we may be liable.
 
OCSLA provides the federal government with broad discretion in regulating the
release of offshore resources of oil and gas production.  If the government
were to exercise its authority under OCSLA to restrict the availability of
offshore oil and gas leases, this could reduce demand for our Gulf vessels and
adversely affect utilization and day rates.
 
OPA contains provisions specifying responsibility for removal costs and damages
resulting from discharges of oil into navigable waters or onto the adjoining
shorelines.  Among other requirements, OPA requires owners and operators of
vessels over 300 gross tons to provide the U.S. Coast Guard with evidence of
financial responsibility to cover the costs of cleaning up oil spills from such
vessels.  We have provided satisfactory evidence of financial
responsibility to the U.S. Coast Guard for all of our Gulf vessels over 300
tons.
 
We believe we are in compliance in all material respects with all applicable
environmental laws and regulations to which we are subject.  Our vessels
operating in foreign market areas are subject to regulatory controls concerning
environmental protection similar to those in force in the Gulf.  We believe
that compliance with any existing environmental requirements will not materially affect our operations or competitive
position.

Insurance
 
The operation of our vessels is subject to various risks, such as catastrophic
marine disaster, adverse weather conditions, mechanical failure, collision and
navigation errors, all of which represent a threat to personnel safety and to
our vessels and cargo.  We maintain insurance coverage against certain of
these risks, which management considers to be customary in the industry. 
We believe that our insurance coverage is adequate and we have not experienced a
loss in excess of our policy limits.  However, there can be no assurance
that we will be able to maintain adequate insurance at rates which we consider
commercially reasonable, nor can there be any assurance that such coverage will
be adequate to cover all claims that may arise.
 Employees
 
As of February 20, 2001, we had 1,191 employees worldwide, including 1,087
operating personnel and 104 corporate, administrative and management
personnel.  We believe our relationship with our employees is satisfactory.
To date, our operations have not been interrupted by strikes or work stoppages.
None of our U.S. employees is unionized or employed pursuant to any collective
bargaining agreement or any similar arrangement.  We have experienced a
union organizing campaign for our Gulf employees by five maritime labor
unions.  We, together with other providers of marine support vessels, have
been a target of the unions' efforts.  An unfair labor practice charge
has been filed against us by the unions seeking an order that we permit their
organizers access to our properties.  A similar prior charge was
withdrawn.  If our Gulf employees were to become union represented, 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 that are between the
Norwegian Shipowners Association and three separate Norwegian unions.  Our U.K. seamen are covered by
two union contracts between
Guernsey Ship Management Limited acting on our behalf and two separate
unions.  
 Cautionary Statements
 
Certain statements made in this Annual Report that are not historical facts are
"forward-looking statements." Such forward-looking statements may
include statements that relate to:

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

Also, you can generally identify forward-looking statements by
such terminology as "may," "will," "expect,"
"believe," "anticipate," "project,"
"estimate" or similar expressions.  We caution you that such
statements are only predictions and not guarantees of future performance or
events.  In evaluating these statements, you should consider various risk
factors, including but not limited to the risks listed below.  These risk
factors may affect the accuracy of the forward-looking statements and the
projections on which the statements are based.
 
All phases of our operations are subject to a number of uncertainties, risks and
other influences, many of which are beyond our control.  Any one of such
influences, or a combination, could materially affect the results of our
operations and the accuracy of forward-looking statements made by us.  Some
important factors that could cause actual results to differ materially from the
anticipated results or other expectations expressed in our forward-looking
statements include the following:

- dependence on the oil and gas industry, including the
		volatility of prices of oil and gas, industry perceptions about future
		oil and gas prices and their effect on industry conditions;
- industry volatility, including the level of offshore
		drilling and development activity and changes in the size of the
		offshore vessel fleet in areas where we operate due to new vessel
		construction and the mobilization of vessels between market areas;
- operating hazards, including the significant possibility
		of accidents resulting in personal injury, property 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 risks of international operations, including currency
		fluctuations, risk of vessel seizure and political instability; and
- the 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.
 
In addition to the other information in this Annual Report, the following
factors should be considered carefully.Market volatility may adversely affect operations
 
Demand for our services depends heavily on activity in offshore oil and gas
exploration, development and production.  The level of exploration and
development activity has traditionally been volatile as a result of fluctuations
in oil and natural gas prices and their uncertainty in the future.  For
example, as a result of the decline in oil industry activity due to the
depressed oil prices experienced during 1998 and early 1999, day rates and
utilization of our supply boat fleet decreased dramatically.  Although day
rates and utilization rates recovered in 2000 in response to increased industry
activity, we are unable to predict how long the recovery will
continue.  
The North Sea market is also susceptible to changes in industry activity due to
energy price volatility.   The use of long-term contracts in the North
Sea generally delays the reaction to fluctuations in energy prices. 
However,  a decline in  the worldwide demand for oil and gas or
prolonged low oil or natural gas prices in the future could hinder the industry
recovery and depress offshore drilling and development activity.  A
prolonged low level of activity in the Gulf and other areas where we operate is
likely to adversely affect the demand for our marine support services and our
financial condition and results of operations. 
 
Charter rates for marine support vessels also depend on the supply of
vessels.  Excess vessel capacity in the industry can result primarily from
the construction of new vessels and the mobilization of vessels between market
areas. During the last few years there has been a significant number of new
vessels built for use both in the Gulf and the North Sea.  The addition of
new capacity to the worldwide offshore marine fleet has increased competition in
those markets where we operate.  The addition of capacity coupled with a
prolonged period of low oil and gas prices in the future would likely
significantly increase competition and reduce day rates and utilization levels.

We operate in a highly competitive industry
 
Our business is highly competitive.  Certain of our competitors have
significantly greater financial resources than us and more experience operating
in international areas. Competition in the marine support services industry
primarily involves factors such as price, service and reputation of vessel
operators and crews; and the quality and availability of vessels of the type and
size needed by the customer are also factors affecting the competitive
environment.
 
We expect in 2001 and beyond that operators of marine support vessels, including
us, will pursue the construction of new vessels in order to replace older
vessels and to participate in the growing deepwater exploration and development
market area.  We believe that most fleet additions will be larger vessels that
have greater cargo capacity and more operating capabilities than the 180 to
200-foot supply boats built in the 1970s and early 1980s.  Newly-built
vessels with enhanced capacities cost substantially more to build than
traditional supply boats and generally do not compete for the same
business.  However, depending on market conditions, newly-built vessels can
at least temporarily increase competition and depress day rates and utilization
in the market areas where we operate.

Operating hazards may increase operating costs; limited insurance coverage
 
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. 
 Compliance with governmental regulations may impose additional expenditures
 
Federal, state and local regulations, as well as certain international
conventions, private industry organizations and agencies and laws and
regulations in jurisdictions where our vessels operate and are registered,
materially affect our operations.  These regulations govern worker health
and safety and the manning, construction and operation of vessels.  These
organizations establish safety criteria and are authorized to investigate vessel
accidents and recommend approved safety standards.  If we fail to comply
with the requirements of any of these laws or the rules or regulations of these
agencies and organizations, this could adversely affect our operations.
 
Our operations also are subject to federal, state and local laws and regulations
that control the discharge of pollutants into the environment and that otherwise
relate to environmental protection.  While our insurance policies provide
coverage for accidental occurrence of seepage and pollution or clean up and
containment of the foregoing, pollution and similar environmental risks
generally are not fully insurable.  We may incur substantial costs in
complying with such laws and regulations, and noncompliance can subject us to
substantial liabilities.  The laws and regulations applicable to us and our
operations may change.  If we violate any of such laws or regulations, this
could result in significant liability to us.  In addition, any amendment to
such laws or regulations that mandates more stringent compliance standards would
likely cause an increase in our vessel maintenance expenses.
 Seasonality may adversely affect operations
 
Our marine operations are seasonal and depend, in part, on weather
conditions.  In the Gulf, we have historically enjoyed our highest
utilization rates during the second and third quarters, as mild weather provides
favorable conditions for offshore exploration, development and
construction.  Adverse weather conditions during the winter months
generally curtail offshore development operations .  Activity in the North
Sea is also subject to delays during periods of adverse weather, but is not
affected by seasonality to the extent activity in the Gulf is affected. 
Accordingly, the results of any one quarter are not necessarily indicative of
annual results or continuing trends.

Age of fleet
 
The average age of our vessels (based on the date of construction) is
approximately 16 years.  Expenditures required for the repair,
certification and maintenance of a vessel typically increase with vessel
age.  These expenditures may increase to a level at which they are no
longer economically justifiable.  We cannot assure you that we will be able
to maintain our fleet by extending the economic life of existing vessels through
major refurbishment or by acquiring new or used vessels.  
 Currency fluctuations could adversely affect results of operations
 
Changes in the value of foreign currencies relative to the United States dollar
could adversely affect our results of operations and financial position. 
In addition, transaction gains and losses could contribute to fluctuations in
our results of operations.  Our international operations are subject to a
number of risks inherent to any business operating in foreign countries. 
These risks include, among others:

- political instability;
- potential vessel seizure or nationalization of assets;
- currency restrictions and exchange rate fluctuations; and
- import and export quotas and other forms of public and
		governmental regulation.

All of these risks are beyond our control. We cannot predict
the nature and the likelihood of any such events. However, if such an event
should occur, it could significantly reduce our operating cash flows and
earnings.
 We depend on key personnel
 
We depend on the continued services of our executive officers and other key
management personnel.  If we were to lose any of these officers or other
management personnel, such a loss could adversely affect our operations.

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, 2001, are as follows:

|Name                 | Age | Position                                             
|-------------------- | --- | -----------------------------------------------------
|Ronald O. Palmer     | 54  | Chairman of the Board                                
|Thomas E. Fairley    | 53  | President and Chief Executive Officer                
|Victor M. Perez      | 48  | Vice President, Chief Financial Officer and Treasurer
|Kenneth W. Bourgeois | 53  | Vice President and Controller                        
|Michael D. Cain      | 52  | Vice President, Marketing                            
|Charles M. Hardy     | 55  | Vice President,
Domestic Operations                  
|C. Douglas Stroud    | 49  | Vice President, Business Development                 
|Charles E. Tizzard   | 50  | Vice President, Administration                       

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

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

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

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

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

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

C. Douglas Stroud joined us in October 1998 and has
served as our Vice President, Business Development since March 1999. Mr. Stroud
was formerly with Ceanic Corporation (now Stolt Comex Seaway) from April 1997 to
September 1998 as Vice President for Technical Sales, and from 1984 to 1997 as
Vice President of Sales and Marketing for Perry Tritech, Inc., a leading subsea
robotic and remotely operated vehicle manufacturing 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.

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, 2001, we
had 90 holders of record of our common stock.

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

|1999           | High    | Low   
|-------------- | ------- | ------
|First quarter  | $ 6.438 | $4.250
|Second quarter | 8.625   | 4.500 
|Third quarter  | 9.813   | 5.875 
|Fourth quarter | 8.875   | 6.313 



|2000           | High    | Low    
|-------------- | ------- | -------
|First quarter  | $ 8.875 | $ 5.063
|Second quarter | 13.000  | 6.688  
|Third quarter  | 17.125  | 9.375  
|Fourth quarter | 19.325  | 12.000 



|2001                                      | High     | Low     
|----------------------------------------- | -------- | --------
|First quarter (through February 28, 2001) | $ 17.875 | $ 13.875

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

Item 6. Selected Financial Data

The selected financial data presented below for the five
fiscal years ended December 31, 2000 is derived from our audited consolidated
financial statements. You should read this information, together with the
discussion under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial
statements.



|                                        | Year ended December 31,
|--------------------------------------- | -----------------------
|                                        |                        
|                                        | 2000                   
|                                        |                        
|Statement of Operations Data:           |                        
|Revenues                                | $  132,887             
|Direct operating expenses and other     | 88,101                 
|Depreciation and amortization           | 33,419                 
|                                        |                        
|Operating income (loss)                 | $ 11,367               
|                                        |                        
|Income (loss) before extraordinary item | $ (13,437)             
|Extraordinary item, net of taxes        | 715                    
|                                        |                        
|Net income (loss)                       | $ (12,722)             
|                                        |                        
|                                        |                        
|Diluted Per Share Data:(2)              |                        
|Income (loss) before extraordinary item | $ (0.41)               
|Extraordinary item, net of taxes        | 0.02                   
|                                        |                        
|Net income (loss)                       | $ (0.39)               
|                                        |                        
|                                        |                        
|Balance Sheet Data:                     |                        
|Working capital (deficit)               | $   28,763             
|Property and equipment, net             | $ 491,062              
|Total assets                            | $ 678,122              
|Long term debt                          | $ 320,682              
|Stockholders' equity                    | $ 299,581              

---

(1)

(2)

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

General

We are a leading provider of marine support vessels to the
oil and gas industry in the U.S. Gulf of Mexico, the North Sea and Latin
America. We currently have a total fleet of 94 vessels, including 54 supply
vessels, 11 large capacity platform supply vessels, seven large anchor handling,
towing and supply vessels, 13 crew boats and nine line-handling vessels.

Our results of operations are affected primarily by 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, trends in oil and gas prices can be expected to
significantly affect our vessel utilization and day rates. Our day rates and
utilization rates are also affected by the size, configuration and capabilities
of our fleet. In the case of supply boats, PSVs and AHTSs, their deck space and
liquid mud and dry bulk cement capacity are important attributes. In certain
markets and for certain customers, horsepower and dynamic positioning systems
are also important requirements. For crew boats, size and speed are important
factors. Our day rates and utilization can also be affected by the supply of
other vessels available in a given market area with similar configurations and
capabilities.

Our operating costs primarily are a function of fleet size
and utilization levels. The most significant direct operating costs are wages
paid to vessel crews, maintenance and repairs and marine insurance. Generally,
increases or decreases in vessel utilization only affect that portion of 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 three to five years.

Results of Operations

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

|                                 | Year ended December 31,
|-------------------------------- | -----------------------
|                                 |                        
|                                 | 2000                   
|                                 |                        
|Average vessel day rates:        |                        
|Supply boats                     | $ 4,273                
|PSVs/AHTSs (North Sea)           | 9,888                  
|Crew/line handling boats         | 2,502                  
|Average vessel utilization rate: |                        
|Supply boats                     | 72%                    
|PSVs/AHTSs (North Sea)           | 82%                    
|Crew/line handling boats         | 81%                    
|Average number of vessels:       |                        
|Supply boats                     | 53.0                   
|PSVs/AHTSs (North Sea)           | 18.0                   
|Crew/line handling boats         | 22.0                   

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.

|                                                        | Year ended December 31,
|------------------------------------------------------- | -----------------------
|                                                        |                        
|Charter Revenues:                                       | 2000                   
|                                                        |                        
|Supply boats                                            | $ 60,521               
|PSVs/AHTSs (North Sea)                                  | 54,294                 
|Crew/line handling boats                                | 16,351                 
|Other                                                   | 1,620                  
|                                                        |                        
|                                                        | $ 132,786              
|                                                        |                        
|Charter Revenues less direct vessel operating expenses: |                        
|Supply boats                                            | $ 27,607               
|PSVs/AHTSs (North Sea)                                  | 31,423                 
|Crew/line handling boats                                | 6,835                  
|Other                                                   | (19)                   
|                                                        |                        
|                                                        | $
			65,846            
|                                                        |                        

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

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

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

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

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

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

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

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

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

In 2000, we had income tax benefit of $5.3 million, compared
to income tax benefit of $15.8 million in 1999. Our effective income tax rate
for 2000 was 28.4%. The variance from our statutory rate is due to income
contributed by our Norwegian operations, which is deferred at the Norwegian
statutory rate of 28%, as it is our intent to reinvest the unremitted earnings
and postpone their repatriation indefinitely.

Comparison of the Year Ended December 31, 1999 to the Year
Ended December 31, 1998

Our revenues for 1999 were $110.8 million, a decrease of
40.5%, compared to $186.2 million for 1998. This decrease was due to reduced
average day rates and utilization for our vessel fleet as a result of reduced
demand due to low oil prices. Day rates and utilization for our Gulf supply
boats and North Sea PSVs were also impacted by increased competition from
newly-built vessels entering the market. Late in the third
quarter of 1999, we began to experience improvement in utilization and modest
increases in day rates for our Gulf fleet.

Our average supply boat day rates in the Gulf decreased 51.9%
to $3,292 for 1999, compared to $6,844 for 1998. Average day rates for our fleet
of crew boats and line handling vessels decreased 6.9% to $1,914, compared to
$2,056 during 1998.

Utilization for our Gulf supply boat fleet in 1999 was also
impacted by the de-activation or "stacking" of 10 supply boats. Vessel
downtime for dry-docking and refurbishment also impacted our supply boat
utilization rates for both the 1999 and 1998 periods. Utilization for our Gulf
supply boat fleet decreased to 59% in 1999 from 62% in 1998. Utilization for the
crew boats and line handling vessels decreased to 83% in 1999, compared to 94%
in 1998.

Average day rates for our North Sea vessels in 1999,
decreased 31.3 % to $10,049 compared to $14,604 for 1998. Vessel utilization was
85% for 1999, compared to 95% for 1998. As a result of low market day rates and
utilization, we elected to de-activate two of our North Sea PSVs in the third
quarter of 1999. A third PSV was de-activated in the fourth quarter of 1999.

During 1999, direct vessel operating expenses decreased to
$67.7 million (61.0% of revenues), compared to $72.3 million (38.8% of revenues)
for 1998. Direct vessel operating expenses decreased in 1999 compared to 1998
due to cost reduction measures that we implemented and the de-activation of 10
supply vessels in the Gulf and three PSV's in the North Sea. The decrease in
direct vessel operating expenses was partially offset by additional expenses
associated with four new vessels that were placed into service in the last
quarter of 1998 and the first half of 1999. Direct vessel operating expenses as
a percentage of revenues increased due primarily to the decrease in utilization
and average vessel day rates for our vessel fleet.

Depreciation and amortization expense increased to $32.9
million for 1999, up from $29.5 million for 1998, due to our expanded vessel
fleet in the Gulf, the North Sea and Brazil. Amortization of marine inspection
costs increased to $13.9 million for 1999, from $8.9 million in 1998. This was
primarily due to the amortization of increased dry-docking and marine inspection
costs which we incurred in 1997 and 1998 due to our Gulf supply boat upgrade and
refurbishment program.

Our general and administrative expenses decreased to $10.0
million (9.0% of revenues) in 1999, from $10.9 million (5.9% of revenues) for
1998, due to cost reduction measures we implemented. General and administrative
expenses, as a percentage of revenues, increased in 1999 due to the decrease in
utilization and average day rates for our vessel fleet in 1999.

Interest expense increased to $32.0 million during 1999
compared to $27.7 million for 1998. This increase was due to increased
borrowings in 1999 which were used to fund our vessel construction and vessel
upgrade projects, our working capital requirements and higher average interest
rates. Also, in 1998 we capitalized $3.3 million of interest because of our
various vessel construction projects compared to $1.2 million of interest
capitalized in 1999.

In 1999, we had income tax benefit of $15.8 million, compared
to income tax expense of $11.8 million in 1998. Our
effective income tax rate for 1999 was 33%. 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, fund working capital, acquire, maintain or improve
equipment and make other investments. Due to the reduction in industry activity,
which occurred in 1998 and 1999, and the resulting decreases in day rates and
utilization rates, we experienced a net loss during 1999 and the first nine
months of 2000. As a result, our capital requirements during this period were
primarily funded through the issuance of additional equity and the incurrence of
debt.

During 1999, we completed vessel construction and upgrade
projects that we committed to prior to the downturn in industry activity. In
1999, we also completed our vessel improvement program that consisted of the
extensive upgrade and refurbishment of a significant portion of our Gulf supply
boat fleet. While this refurbishment program resulted in significant vessel
downtime in 1998 and in the first half of 1999, we believe that it extended the
service lives of many of our vessels and has enabled us to significantly reduce
required capital expenditures in 2000 and beyond. Capital expenditures for 2000
consisted principally of $5.6 million for miscellaneous vessel improvements and
$7.7 million of deferred marine inspection costs.

In 2000, funds were provided by $39.4 million in net proceeds
from the issuance of common equity in a public offering, $14.0 million in
proceeds from the sale of our liftboats, $28.4 million in borrowings under our bank credit
facilities and $8.2 million of cash from operations. During 2000, we repaid
$63.7 million of debt and made capital expenditures totaling $13.2 million,
which included $7.7 million of deferred marine inspection costs. Other capital
expenditures during the period consisted primarily of miscellaneous vessel
improvements.

As
a result of the sale of our liftboats in May 2000, we recognized a gain, before taxes, of approximately $3.9
million in the second quarter. Proceeds of the sale were used to reduce amounts
outstanding under our bank credit facility.

In June 2000, we exchanged 3.1 million shares of our common
stock for $32.1 million principal amount, plus accrued interest, of our 8-1/2%
senior notes due 2005. We now have outstanding approximately $247.9 million in
senior notes. The senior notes are unsecured and are required to be guaranteed
by all of our significant subsidiaries. Except in certain circumstances, the
senior notes may not be prepaid until August 1, 2001, at which time they may be
redeemed, at our option, in whole or in part, at a redemption price equal to
104.25% plus accrued and unpaid interest, with the redemption price declining
ratably on August 1 of each of the succeeding three years. The indenture
governing the senior notes contains certain covenants that, among other things,
limit our ability to incur additional debt, pay dividends or make other
distributions, create certain liens, sell assets, or enter into certain mergers
or acquisitions.

We maintain a bank credit facility that provides a $45.0
million revolving line of credit that can be used for acquisitions and general
corporate purposes. The bank credit facility is collateralized by a mortgage on
substantially all of our vessels other than those located in the North Sea and
Brazil. Amounts borrowed under the bank credit facility mature on July 19, 2002
and bear interest at a Eurocurrency rate plus a margin that depends on our
leverage ratio. As of February 20, 2001, we had no outstanding borrowings under
the bank credit facility. The bank credit facility requires us to maintain
certain financial ratios and limits our ability to incur additional
indebtedness, make capital expenditures, pay dividends or make certain other
distributions, create certain liens, sell assets or enter into certain mergers
or acquisitions. Although the bank credit facility does impose some limitations
on the ability of our subsidiaries to make distributions to us, it expressly
permits distributions to us by our significant subsidiaries for scheduled
principal and interest payments on the senior notes.

We also maintain a Norwegian revolving credit facility in the
amount of NOK 450 million ($50.4 million). The commitment amount for this
Norwegian bank facility reduces by NOK 50 million ($5.6 million) every six
months, with the balance of the commitment to expire in June 2003. As of
February 20, 2001, we had approximately NOK 325 million ($36.5 million) of debt
outstanding under the facility. In April 2000, we executed a new loan agreement
for an additional Norwegian bank facility in the amount of NOK 125 million
($14.6 million). The commitment amount for this additional facility reduces by
NOK 12.5 million ($1.5 million) every six months beginning June 2001, with the
balance of the commitment to expire June 2003. As of February 20, 2001, this
additional facility was fully drawn. Amounts borrowed under these credit
facilities bear interest at NIBOR (Norwegian Interbank Offered Rate) plus a
margin. The weighted average interest rate for our Norwegian bank facilities was
8.26% as of December 31, 2000. Our Norwegian bank facilities are collateralized
by mortgages on certain of our North Sea vessels, 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 believe that cash generated from our operations, together
with available borrowings under our bank credit facilities, will be sufficient
to fund our working capital requirements and currently planned capital
expenditures. It was one of our objectives for 2000 to improve our financial
flexibility by reducing our debt and improving our liquidity. As part of that
objective, we completed the transactions described above during the second
quarter of 2000, including our public offering of common stock, the senior note
exchange, and the sale of our lift boats. It is also our objective to position
ourselves to pursue acquisitions and opportunities to selectively build new
vessels which enhance our capabilities and enable us to enter new market areas. Depending upon the size of such investments, it is likely that we would require
additional equity or debt financing. However, we can give no assurances
regarding the availability or terms of any possible transactions and the related
debt and equity financing.

New Accounting Standards

In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards, No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"). SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The impact of the adoption of SFAS No.
133 will not have a material effect on our financial statements.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

Our market risk exposures primarily include interest rate and
exchange rate fluctuation on derivative and financial instruments as detailed
below. Our market risk sensitive instruments are classified as "other than
trading". The following sections address the significant market risks
associated with our financial activities during 2000. Trico's exposure to
market risk as discussed below includes "forward-looking statements"
and represents estimates of possible changes in fair values, future earnings or
cash flows that would occur assuming hypothetical future movements in foreign
currency exchange rates or interest rates. Our views on market risk are not
necessarily indicative of actual results that may occur and do not represent the
maximum possible gains and losses that may occur, since actual gains and losses
will differ from those estimated, based upon actual fluctuations in foreign
currency exchange rates, interest rates and the timing of transactions.

Interest Rate Sensitivity

We have entered into a number of variable and fixed rate debt
obligations, denominated in both the U.S. Dollar and the Norwegian Kroner
(Norwegian debt payable in Norwegian Kroner), as detailed in Note 7 to our
consolidated financial statements. These instruments are subject to interest
rate risk.

We manage this risk by monitoring our ratio of fixed and
variable rate debt obligations in view of changing market conditions and from
time to time altering that ratio by, for example, refinancing balances
outstanding under our variable rate bank credit facilities with fixed-rate debt
or by entering into interest rate swap agreements, when deemed appropriate.

As of December 31, 2000 and 1999, we had $52.7 million and
$91.6 million, respectively, in variable rate debt. In 1999 we entered into
interest rate swap agreements in order to manage our interest rate exposure on a
portion of this debt. Under the terms of the agreement we paid a fixed rate of
interest on a notional amount of principal to a counterparty. The counterparty,
in turn, paid us a variable rate of interest on the same notional amount of
principal. The effect of the swap agreements was to limit our interest rate
exposure to a fixed percentage on a portion of the related debt obligation.

As of December 31, 2000, the carrying value of our long-term
fixed rate debt, including accrued interest, was $283.2 million, which included
our 8.5% Senior Notes ($256.6 million), 6.08% MARAD bonds ($7.7 million), 6.11%
MARAD bonds ($17.2 million) and the Norwegian fixed rate debt ($1.7 million). As
of December 31, 1999, the carrying value of our long-term fixed rate debt,
including accrued interest, was $319.9 million. The fair value of our long-term
fixed rate debt as of December 31, 2000 and 1999 was approximately $266.7
million and $284.9 million, respectively. Fair value was determined using
discounted future cash flows based on quoted market prices, where available, on
our current incremental borrowing rates for similar types of borrowing
arrangements as of the balance sheet dates. A hypothetical 1% increase in the
applicable interest rates would decrease the fair value of our long-term fixed
rate debt as of December 31, 2000 and 1999 by approximately $11.1 million and
$15.0 million, respectively. The hypothetical fair values are based on the same
assumptions utilized in computing fair values.

As of December 31, 2000 and 1999, the carrying value of our
long-term variable rate debt, including accrued interest, was approximately
$52.7 million and $92.9 million, respectively, which included our U.S. and
Norwegian bank credit facilities. The fair value of this debt approximates the
carrying value because the interest rates are based on floating rates identified
by reference to market rates. Fair value was determined as noted above. A
hypothetical 1% increase in the applicable interest rates as of December 31,
2000 and 1999 would increase annual interest expense by approximately $527,000
and $915,000 million, respectively.

The fair value of our interest rate swap agreements, as of
December 31, 1999 was based on the estimated amounts that we would receive or
pay to terminate the contracts at the reporting date. As of December 31, 1999, a
hypothetical 1% increase in the pay rates would increase annual interest expense
by approximately $250,000. A hypothetical 1% increase in the receive rates would
decrease interest expense by corresponding amounts. In February, 2000 we sold
certain of these interest rate swap agreements for approximately $360,000. As of
December 31, 2000 we had no outstanding interest rate swap contracts.

Foreign Currency Exchange Rate Sensitivity

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

Item 8. Financial Statements and Supplementary Data



|Index to Consolidated Financial Statements                                                              | Page
|------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Accountants                                                                       | 19  
|Consolidated Balance Sheet as of December 31, 2000 and 1999                                             | 20  
|Consolidated Statement of Operations for the Years Ended
December 2000, 1999 and 1998                   | 21  
|Consolidated Statement of Stockholders'
				Equity for the Years Ended December 31, 2000, 1999 and 1998 | 22  
|Consolidated Statement of Cash Flows for the
				Years Ended December 31, 2000, 1999 and 1998           | 23  
|Notes to Consolidated Financial Statements                                                              | 24  

Report of Independent Accountants

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

In our opinion, the accompanying consolidated balance sheet and the
		related consolidated statements of operations, stockholders' equity and
		cash flows present fairly, in all material respects, the financial
		position of Trico Marine Services, Inc. and Subsidiaries (the
		"Company") at December 31, 2000 and 1999, and the results of
		their operations and their cash flows for each of the three years ended
		December 31, 2000, in conformity with accounting principles
		generally accepted in the United States of America. These financial
		statements are the responsibility of the Company's management; our
		responsibility is to express an opinion on these financial statements
		based on our audits. We conducted our audits of these statements in
		accordance with auditing standards generally accepted in the United
		States of America, which require that we plan and perform the audit to
		obtain reasonable assurance about whether the financial statements are
		free of material misstatement. An audit includes examining, on a test
		basis, evidence supporting the amounts and disclosures in the financial
		statements, assessing the accounting principles used and significant
		estimates made by management, and evaluating the overall financial
		statement presentation. We believe that our audits provide a reasonable
		basis for our opinion.



PricewaterhouseCoopers LLP



New Orleans, Louisiana
		February 16, 2001

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|--------------------------------------------------- | ----------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | -------------------------- | -------- | ---- | ------- | -------- |  | --------- | 
|                                                    |                                                                                           | ASSETS                                                                     | 2000                       |          | 1999 |        
|Current assets:                                     |                                                                                           |                                                                            |                            |         
|                                                    | Cash and cash equivalents                                                                 | $ 18,094                                                                   |                            | $ 5,898  |     
|                                                    | Restricted cash                                                                           | 533                                                                        |                            | 566      |     
|                                                    | Accounts receivable, net                                                                  | 36,340                                                                     |                            | 24,141   |     
|                                                    | Prepaid expenses and other current assets                                                 | 3,458                                                                      |                            | 3,671    |     
|                                                    | Deferred income taxes                                                                     | 580                                                                        |                            | 1,069    |     
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            | Total current assets       | 59,005   |      | 35,345  |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|Property and equipment, at cost:                    |                                                                                           |                                                                            |                            |         
|                                                    | Land and buildings                                                                        | 3,768                                                                      |                            | 3,727    |     
|                                                    | Marine vessels                                                                            | 582,448                                                                    |                            | 619,544  |     
|                                                    | Construction-in-progress                                                                  | 2,247                                                                      |                            | 3,250    |     
|                                                    | Transportation and other                                                                  | 4,101                                                                      |                            | 3,960    |     
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            |                            |          |      |         | 592,564  |  | 630,481   | 
|Less accumulated depreciation and
					amortization | 101,502                                                                                   |                                                                            | 77,093                     |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            | Net property and equipment | 491,062  |      | 553,388 |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|Goodwill, net                                       |                                                                                           | 88,800                                                                     |                            | 101,762  |     
|Other assets                                        |                                                                                           | 31,183                                                                     |                            | 40,084   |     
|Deferred income tax                                 | 8,072                                                                                     |                                                                            | -                          |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            |                            |          |      |         | $678,122 |  | $ 730,579 | 
|                                                    |                                                                                           |                                                                            |                            |         
|LIABILITIES AND STOCKHOLDERS' EQUITY                |                                                                                           |                                                                            |                            |         
|Current liabilities:                                |                                                                                           |                                                                            |                            |         
|                                                    | Current portion of long-term debt                                                         | $ 5,973                                                                    |                            | $ 7,618  |     
|                                                    | Accounts payable                                                                          | 8,027                                                                      |                            | 9,467    |     
|                                                    | Accrued expenses                                                                          | 4,394                                                                      |                            | 5,685    |     
|                                                    | Accrued insurance reserve                                                                 | 1,890                                                                      |                            | 2,250    |     
|                                                    | Accrued interest                                                                          | 9,236                                                                      |                            | 11,746   |     
|                                                    | Income tax payable                                                                        | 722                                                                        |                            | 57       |     
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            | Total current liabilities  | 30,242   |      | 36,823  |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|Long-term debt                                      | 320,682                                                                                   |                                                                            | 393,510                    |         
|Deferred income taxes                               | 25,466                                                                                    |                                                                            | 27,279                     |         
|Other liabilities                                   |                                                                                           | 2,151                                                                      |                            | 2,859    |     
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            | Total liabilities          | 378,541  |      | 460,471 |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|Commitments and contingencies                       |                                                                                           |                                                                            |                            |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|Stockholders' equity:                               |                                                                                           |                                                                            |                            |         
|                                                    | Preferred stock, $.01 par value,
					5,000,000 shares authorized and no shares issued at |                                                                            |                            |          |     
|                                                    |                                                                                           | December 31, 2000 and 1999                                                 | -                          |          | -    |        
|                                                    | Common stock, $.01 par value, 55,000,000 and
					40,000,000 shares authorized,           |                                                                            |                            |          |     
|                                                    |                                                                                           | 36,317,617 and 28,462,448 shares issued and
					36,245,585 and 28,390,416 |                            |          |      |        
|                                                    |                                                                                           | shares outstanding at December 31, 2000
 				and 1999, respectively        | 363                        |          | 285  |        
|                                                    | Additional paid-in capital                                                                | 337,200                                                                    |                            | 265,031  |     
|                                                    | Retained earnings                                                                         | 24,454                                                                     |                            | 37,176   |     
|                                                    | Cumulative foreign currency translation
					adjustment                                   | (62,435)                                                                   |                            | (32,383) |     
|                                                    | Treasury stock, at par value, 72,032 shares
					at December 31, 2000 and 1999            | (1)                                                                        |                            | (1)      |     
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            | Total stockholders' equity | 299,581  |      | 270,108 |         
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 
|                                                    |                                                                                           |                                                                            |                            |          |      |         | $678,122 |  | $ 730,579 | 
|                                                    |                                                                                           |                                                                            |                            |          |      |         |          |  |           | 

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

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

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

| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | ---------------------------------------- | ------------------------------------------ | ---------- | ------------------------ | ---------- | -------- | ---------- | ---- | ------- | ---- |  | ----
| |                                          |                                            |            |                          |            |          |            | 2000 |         | 1999 |  | 1998
| | Revenues:                                |                                            |            |                          |            |          |            |     
| |                                          | Charter fees                               | $ 132,786  |                          | $ 110,643  |          | $ 186,137 
| |                                          | Other vessel income                        | 101        |                          | 157        |          | 108       
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| |                                          |                                            |            | Total revenues           | 132,887    |          | 110,800    |      | 186,245
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Operating expenses:                      |                                            |            |                          |            |         
| |                                          | Direct vessel operating expenses and other | 67,435     |                          | 67,692     |          | 72,312    
| |                                          | General and administrative                 | 10,756     |                          | 10,024     |          | 10,939    
| |                                          | Amortization of marine inspection costs    | 13,831     |                          | 13,898     |          | 8,871     
| |                                          | Asset write-down                           | -          |                          | 1,111      |          | -         
| |                                          | Gain on sales of assets                    | (3,921)    |                          | (147)      |          | (908)     
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| |                                          |                                            |            | Total operating expenses | 88,101     |          | 92,578     |      | 91,214 
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Depreciation and amortization expense    | 33,419                                     |            | 32,919                   |            | 29,528  
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Operating income (loss)                  | 11,367                                     |            | (14,697)                 |            | 65,503  
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Interest expense                         | (29,883)                                   |            | (31,987)                 |            | (27,696)
| | Amortization of deferred financing costs | (1,388)                                    |            | (1,632)                  |            | (1,784) 
| | Other income, net                        | 1,135                                      |            | 951                      |            | 1,061   
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Income (loss) before income taxes and    |                                            |            |                          |            |         
| |                                          | extraordinary item                         | (18,769)   |                          | (47,365)   |          | 37,084    
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Income tax expense (benefit)             | (5,332)                                    |            | (15,785)                 |            | 11,804  
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Income (loss) before extraordinary item  | (13,437)                                   |            | (31,580)                 |            | 25,280  
| | Extraordinary item, net of taxes         | 715                                        |            | (1,830)                  |            | -       
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Net income (loss)                        | $ (12,722)                                 |            | $ (33,410)               |            | $ 25,280
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Basic earnings per common share:         |                                            |            |                          |            |         
| |                                          | Income (loss) before extraordinary item    | $ (0.41)   |                          | $ (1.26)   |          | $ 1.24    
| |                                          | Extraordinary item, net of taxes           | 0.02       |                          | (0.07)     |          | -         
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| |                                          | Net income (loss)                          | $ (0.39)   |                          | $ (1.33)   |          | $ 1.24    
| |                                          |                                            |            |                          |            |          |           
| |                                          | Average common shares outstanding          | 32,827,836 |                          | 25,062,934 |          | 20,342,244
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| | Diluted earnings per common share:       |                                            |            |                          |            |         
| |                                          | Income (loss) before extraordinary item    | $ (0.41)   |                          | $ (1.26)   |          | $ 1.20    
| |                                          | Extraordinary item, net of taxes           | 0.02       |                          | (0.07)     |          | -         
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| |                                          | Net income (loss)                          | $ (0.39)   |                          | $ (1.33)   |          | $ 1.20    
| |                                          |                                            |            |                          |            |          |           
| |                                          | Average common shares outstanding          | 32,827,836 |                          | 25,062,934 |          | 21,015,313
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     
| |                                          |                                            |            |                          |            |          |            |      |         |      |  |     

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

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Dollars in thousands)

|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   | Cumulative     |        |               |          |         |  |        | 
|-------------------------- | ------------------------ | ------------------------ | -------------------- | -- | --------- | ------ | ------------ | - | ---------- | - | -------- | -------- | ----------- | - | -------------- | ------ | ------------- | -------- | ------- |  | ------ | 
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   | Foreign        |        |               |          |         |  |        | 
|                           |                          |                          |                      |    |           |        | Common Stock |   | Additional |   |          |          | Currency    |   | Treasury Stock |        | Total         |         
|                           |                          |                          |                      |    |           |        |              |   | Paid-In    |   | Retained |          | Translation |   |                |        | Stockholders' |         
|                           |                          |                          |                      |    |           |        | Shares       |   | Dollars    |   | Capital  |          | Earnings    |   | Adjustment     |        | Shares        |          | Dollars |  | Equity | 
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, January 1, 1998   | 20,367,098               |                          | $ 204                |    | $ 218,528 |        | $ 45,306     |   | $ (2,537)  |   | 72,032   |          | $ (1)       |   | $ 261,500      |       
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           | Stock options exercised  | 83,350                   |                      | 1  |           | 279    |              | - |            | - |          | -        |             | - |                | 280    |              
|                           | Comprehensive income:    |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |              
|                           |                          | Loss on foreign currency |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |         
|                           |                          |                          | translation          | -  |           | -      |              | - |            | - |          | (2,820)  |             | - |                | -      |               | (2,820)  |        
|                           |                          | Net income               | -                    |    | -         |        | -            |   | 25,280     |   | -        |          | -           |   | -              |        | 25,280        |         
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          | Comprehensive income |    |           |        |              |   |            |   |          |          |             |   |                |        |               | 22,460   |        
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, December 31, 1998 | 20,450,448               |                          | 205                  |    | 218,807   |        | 70,586       |   | (5,357)    |   | 72,032   |          | (1)         |   | 284,240        |       
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           | Issuance of common stock | 8,000,000                |                      | 80 |           | 46,195 |              | - |            | - |          | -        |             | - |                | 46,275 |              
|                           | Stock options exercised  | 12,000                   |                      | -  |           | 29     |              | - |            | - |          | -        |             | - |                | 29     |              
|                           | Comprehensive income:    |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |              
|                           |                          | Loss on foreign currency |                      |    |           |        |              |   |            |   |          |          |             |   |                |        | -             |         
|                           |                          |                          | translation          | -  |           | -      |              | - |            | - |          | (27,026) |             | - |                | -      |               | (27,026) |        
|                           |                          | Net loss                 | -                    |    | -         |        | -            |   | (33,410)   |   | -        |          | -           |   | -              |        | (33,410)      |         
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          | Comprehensive loss   |    |           |        |              |   |            |   |          |          |             |   |                |        |               | (60,436) |        
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, December 31, 1999 | 28,462,448               |                          | 285                  |    | 265,031   |        | 37,176       |   | (32,383)   |   | 72,032   |          | (1)         |   | 270,108        |       
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           | Issuance of common stock | 4,500,000                |                      | 45 |           | 38,951 |              | - |            | - |          | -        |             | - |                | 38,996 |              
|                           | Stock options exercised  | 245,312                  |                      | 2  |           | 1,684  |              | - |            | - |          | -        |             | - |                | 1,686  |              
|                           | Debt for equity exchange | 3,109,857                |                      | 31 |           | 31,534 |              | - |            | - |          | -        |             | - |                | 31,565 |              
|                           | Comprehensive income:    |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |              
|                           |                          | Loss on foreign currency |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |         
|                           |                          |                          | translation          | -  |           | -      |              | - |            | - |          | (30,052) |             |   |                |        |               | (30,052) |        
|                           |                          | Net loss                 | -                    |    | -         |        | -            |   | (12,722)   |   |          |          | -           |   | -              |        | (12,722)      |         
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|                           |                          |                          | Comprehensive loss   |    |           |        |              |   |            |   |          |          |             |   |                |        |               | (42,774) |        
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 
|Balance, December 31, 2000 | 36,317,617               |                          | $ 363                |    | $ 337,200 |        | $ 24,454     |   | $ (62,435) |   | 72,032   |          | $ (1)       |   | $ 299,581      |       
|                           |                          |                          |                      |    |           |        |              |   |            |   |          |          |             |   |                |        |               |          |         |  |        | 

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

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | ------------------------------------------- | -------------------------------------------------------- | -------- | -------- | --------- | ------- | --------- | ------- |  | ---- | 
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           | 2000    |           | 1999    |  | 1998 | 
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Net income (loss)                                                    | $ (12,722)                                                                                               |                                             | $ (33,410)                                               |          | $ 25,280 |          
|Adjustments to reconcile net income (loss)
					to net cash provided |                                                                                                          |                                             |                                                          |          |          |          
|                                                                     | by operating activities:                                                                                 |                                             |                                                          |          |          |           |        
|                                                                     |                                                                                                          | Depreciation and amortization               | 48,561                                                   |          | 48,646   |           | 40,139  |          
|                                                                     |                                                                                                          | Deferred income taxes                       | (5,589)                                                  |          | (16,242) |           | 13,204  |          
|                                                                     |                                                                                                          | Extraordinary item, net of taxes            | (715)                                                    |          | 1,830    |           | -       |          
|                                                                     |                                                                                                          | Asset write-down                            | -                                                        |          | 1,111    |           | -       |          
|                                                                     |                                                                                                          | Gain on sales of assets                     | (3,921)                                                  |          | (147)    |           | (908)   |          
|                                                                     |                                                                                                          | Provision for doubtful accounts             |                                                          |          | (271)    |           | 120     |          
|                                                                     |                                                                                                          | Change in operating assets and liabilities: |                                                          |          |          |           |         |          
|                                                                     |                                                                                                          | Restricted cash                             | 15                                                       |          | (67)     |           | 64      |          
|                                                                     |                                                                                                          | Accounts receivable                         | (12,990)                                                 |          | 6,262    |           | 3,947   |          
|                                                                     |                                                                                                          | Prepaid expenses and other current assets   | (848)                                                    |          | (1,572)  |           | 1,212   |          
|                                                                     |                                                                                                          | Accounts payable and accrued expenses       | (4,398)                                                  |          | (1,943)  |           | 3,550   |          
|                                                                     |                                                                                                          | Other, net                                  | 798                                                      |          | (1,486)  |           | (1,607) |          
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|                                                                     |                                                                                                          |                                             | Net cash provided by operating activities                | 8,191    |          | 2,711     |         | 85,001    |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Cash flows from investing activities:                                |                                                                                                          |                                             |                                                          |          |          |          
|                                                                     | Purchases of property and equipment                                                                      | (5,586)                                     |                                                          | (32,768) |          | (101,430) |        
|                                                                     | Deferred marine inspection costs                                                                         | (7,652)                                     |                                                          | (16,380) |          | (24,245)  |        
|                                                                     | Proceeds from sales of assets                                                                            | 14,008                                      |                                                          | 348      |          | 6,874     |        
|                                                                     | Other                                                                                                    |                                             |                                                          |          | (322)    |           | (542)   |           | (1,585) | 
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|                                                                     |                                                                                                          |                                             | Net cash provided by (used in) investing
					activities | 448      |          | (49,342)  |         | (120,386) |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Cash flows from financing activities:                                |                                                                                                          |                                             |                                                          |          |          |          
|                                                                     | Net proceeds from issuance of common stock                                                               | 39,413                                      |                                                          | 46,285   |          | 280       |        
|                                                                     | Proceeds from issuance of long-term debt                                                                 | 28,400                                      |                                                          | 91,852   |          | 158,239   |        
|                                                                     | Repayment of long-term debt                                                                              | (63,637)                                    |                                                          | (92,081) |          | (123,332) |        
|                                                                     | Deferred financing costs and other                                                                       | (156)                                       |                                                          | (1,952)  |          | (1,078)   |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|                                                                     |                                                                                                          |                                             | Net cash provided by financing activities                | 4,020    |          | 44,104    |         | 34,109    |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Effect of exchange rate changes on cash and
					cash equivalents    | (463)                                                                                                    |                                             | (312)                                                    |          | (364)    |          
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Net increase (decrease) in cash and cash
					equivalents            | 12,196                                                                                                   |                                             | (2,839)                                                  |          | (1,640)  |          
|Cash and cash equivalents at beginning of
					period                | 5,898                                                                                                    |                                             | 8,737                                                    |          | 10,377   |          
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Cash and cash equivalents at end of period                           | $ 18,094                                                                                                 |                                             | $ 5,898                                                  |          | $ 8,737  |          
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Supplemental cash flow information:                                  |                                                                                                          |                                             |                                                          |          |          |          
|                                                                     | Income taxes paid                                                                                        | $ 128                                       |                                                          | $ 19     |          | $ 3,871   |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|                                                                     | Income taxes refunded                                                                                    | $ -                                         |                                                          | $ -      |          | $ 329     |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|                                                                     | Interest paid                                                                                            | $ 31,412                                    |                                                          | $ 32,036 |          | $ 27,561  |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|Noncash financing and investing activities:                          |                                                                                                          |                                             |                                                          |          |          |          
|                                                                     | Book
					value of
					debt converted to stock, including accrued interest and debt
					issuance costs | $ 32,666                                    |                                                          | $ -      |          | $ -       |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 
|                                                                     | Fair value of stock issued for
					debt                                                                 | $ 31,565                                    |                                                          | $ -      |          | $ -       |        
|                                                                     |                                                                                                          |                                             |                                                          |          |          |           |         |           |         |  |      | 

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

> 1. The Company

Trico Marine Services, Inc. (the "Company") is a leading
		provider of marine support vessels to the oil and gas industry in the
		U.S. Gulf of Mexico (the "Gulf"), the North Sea and Latin
		America. At December 31, 2000, the Company had a total fleet of 94
		vessels, including 54 supply vessels, 11 large capacity platform supply
		vessels ("PSV"), seven large anchor handling, towing and
		supply vessels ("AHTS"), 13 crew boats, and nine line-handling
		vessels. The services provided by the Company's diversified fleet
		include transportation of drilling materials, supplies and crews to
		drilling rigs and other offshore facilities, towing drilling rigs and
		equipment from one location to another and support for the construction,
		installation, maintenance and removal of offshore facilities.

The Company's financial position, results of operations and cash
		flows are affected primarily by day rates and fleet utilization in the
		Gulf and the North Sea which primarily depend on the level of drilling
		activity, which ultimately is dependent upon both short-term and
		long-term trends in oil and natural gas prices.

2. Summary of Significant Accounting Policies

Consolidation Policy

The 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 Supply, ASA ("Trico Supply") formerly
		known as Saevik Supply, ASA, and Trico Servicos Maritimos, Ltda. ("TSM")
		which became wholly-owned effective July 1, 1998. All significant
		intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash relates to statutory requirements in Norway which
		require Trico Supply to segregate cash that will be used to pay tax
		withholdings and pension obligations in the following year.

Property and Equipment

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

improvements are depreciated over a useful life of fifteen to forty
		years. Transportation and other equipment are depreciated over a useful
		life of five to ten years. When assets are retired or disposed, the cost
		and accumulated depreciation thereon are removed, and any resultant
		gains or losses are recognized in current operations.

Depreciation expense amounted to approximately $30,748,000,
		$29,920,000 and $26,286,000 in 2000, 1999 and 1998, 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. No interest was capitalized in 2000. In 1999 and 1998, $1,206,000
		and $3,271,000 of interest was capitalized, respectively.

Marine vessel spare parts are stated at average cost.

Drydocking expenditures incurred in connection with regulatory marine
		inspections are capitalized and amortized on a straight-line basis over
		the period to be benefited (generally 24 to 60 months).

Accounting for the Impairment of Long-Lived Assets

The Company accounts for impairment of long-lived assets, including
		goodwill, in accordance with Statement of Financial Accounting ("SFAS")
		No. 121, "Accounting for the Impairment of Long-Lived Assets and
		for Long-Lived Assets to be Disposed of." SFAS No. 121 requires
		that long-lived assets be reviewed for impairment whenever events or
		changes in circumstances indicate that the book value of the asset may
		not be recoverable. The Company evaluates at each balance sheet date
		whether events and circumstances have occurred that indicate possible
		impairment. In accordance with SFAS No. 121, the Company uses an
		estimate of the future undiscounted net cash flows of the related asset
		or asset grouping over the remaining life in measuring whether the
		assets are recoverable.

Deferred Financing Costs

Deferred financing costs include costs associated with the issuance
		of the Company's debt and are amortized on a straight-line basis over
		the life of the related debt agreement.

Goodwill

Goodwill, or cost in excess of fair value of the net assets of
		companies acquired, is amortized on a straight-line basis over 8 to 37.5
		years. The Company evaluates periodically whether events and
		circumstances, such as significant changes in long-term day rates, have
		occurred that indicate possible impairment of enterprise level goodwill.
		The Company uses an estimate of future undiscounted net cash flows over
		the remaining life of the recorded cost in measuring whether the
		goodwill is recoverable. Impairment losses are recognized if expected
		future undiscounted net cash flow is less than the carrying value.
		Accumulated amortization amounted to approximately $8,028,000 and
		$5,979,000 at December 31, 2000 and 1999, respectively.

Income Taxes

Deferred income taxes are provided at the currently enacted income
		tax rates for the difference between the financial statement and income
		tax bases of assets and liabilities and carryforward items.

Revenue and Expense Recognition

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

Direct Vessel Operating Expenses

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

Foreign Currency Translation

All assets and liabilities of the Company's foreign subsidiaries are
		translated into U.S. dollars at the exchange rate in effect at the end
		of the period, and revenue and expenses are translated at weighted
		average exchange rates prevailing during the period. The resulting
		translation adjustments are reflected within the stockholders' equity
		component, cumulative foreign currency translation adjustment.

Stock Compensation

The Company uses the intrinsic value method of accounting for
		stock-based compensation prescribed by Accounting Principles Board
		Opinion No. 25, "Accounting for Stock Issued to Employees"
		("APB 25") and, accordingly, adopted only the disclosure
		provisions of Statement of Financial Accounting Standards No. 123
		"Accounting for Stock-based Compensation" ("SFAS No.
		123").

Earnings Per Share

Basic earnings per share excludes dilution and is computed by
		dividing income available to common stockholders by the weighted-average
		number of common shares outstanding for the period. Diluted earnings per
		share reflects the potential dilution that could occur if securities or
		other contracts to issue common stock were exercised or converted into
		common stock or resulted in the issuance of common stock that then
		shared in the earnings of the Company.

Comprehensive Income

Comprehensive income 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 is reflected in the consolidated statement
		of changes in stockholders' equity.

Use of Estimates

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

New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued
		Statement of Financial Accounting Standards, No. 133, "Accounting
		for Derivative Instruments and Hedging Activities" ("SFAS No.
		133"). SFAS No. 133 establishes accounting and reporting standards
		for derivative instruments and is, as amended, effective for all fiscal
		quarters of fiscal years beginning after June 15, 2000. The impact of
		the adoption of SFAS No. 133 will not have a material impact on the
		Company's financial statements.

Reclassifications

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

3. Sale of Liftboats

In May 2000, the Company sold its six liftboats for $14,000,000. The
		Company recognized a gain of approximately $3,921,000, before taxes, on
		the sale and all proceeds from the sale were used to reduce outstanding
		debt under the Company's bank credit facility.

4. Offerings of Common Stock

In June 2000, the Company exchanged 3,109,857 shares of its common
		stock for $32,140,000 principal amount, plus accrued interest, of its
		8 1/2% senior notes due 2005. In connection with the exchange, the Company
		recognized an extraordinary gain of approximately $715,000, after taxes
		of $386,000 and the write-off of unamortized debt issuance costs.

In May 2000, the Company completed a public offering of 4,500,000
		shares of its common stock that generated proceeds of $38,996,000, net
		of underwriting discounts and other costs of $1,504,000. Of the net
		proceeds, $31,624,000 was used to repay amounts outstanding under the
		Company's bank credit facility plus related accrued interest and the
		balance was used for working capital.

In April 1999, the Company entered into a purchase agreement (the
		"Purchase Agreement") with affiliates of Inverness Management
		LLC, an investment firm, for the purchase of $50,000,000 of common stock
		of the Company in a private placement. Under the Purchase Agreement,
		Inverness/Phoenix Partners LP and Executive Capital Partners I LP (the
		"Investors"), agreed to purchase in two tranches 8,000,000
		shares of the Company's common stock at $6.25 per share. On May 6,
		1999 the Company closed the first tranche and sold to the Investors
		4,000,000 shares of common stock for an aggregate consideration of
		$25,000,000. On June 28, 1999, the Company closed the second tranche and
		sold to the Investors 4,000,000 shares of common stock for an aggregate
		consideration of $25,000,000. In addition to certain other issuance
		costs, pursuant to the terms of the Purchase Agreement, the Company paid
		an aggregate of $2 million in transaction fees ($1 million upon
		completion of each tranche) to the Investors in connection with the
		placement. The net proceeds from both tranches were primarily used to
		pay down amounts outstanding under the Company's bank credit facility.

5. Accounts Receivable

The Company's accounts receivable, net consists of the following at
		December 31, 2000 and 1999 (in thousands):

| |                                                                |                                                      |         |                          |         |  |         |  |      | 
| | -------------------------------------------------------------- | ---------------------------------------------------- | ------- | ------------------------ | ------- |  | ------- |  | ---- | 
| |                                                                |                                                      |         |                          |         |  |         |  |      | 
| |                                                                |                                                      |         |                          |         |  | 2000    |  | 1999 | 
| |                                                                |                                                      |         |                          |         |  |         |  |      | 
| | Trade receivables, net of allowance for
					doubtful accounts |                                                      |         |                          |        
| |                                                                | of $184 and $420 in 2000 and 1999,
					respectively | $32,808 |                          | $20,443 | 
| | Insurance and other                                            | 3,532                                                |         | 3,698                    |        
| |                                                                |                                                      |         |                          |         |  |         |  |      | 
| |                                                                |                                                      |         | Accounts receivable, net | $36,340 |  | $24,141 | 
| |                                                                |                                                      |         |                          |         |  |         |  |      | 



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

6. Other Assets

The Company's other assets consist of the following at December 31,
		2000 and 1999 (in thousands):

| |                                                                        |                                                            |         |              |         |  | 2000    |  | 1999 | 
| | ---------------------------------------------------------------------- | ---------------------------------------------------------- | ------- | ------------ | ------- |  | ------- |  | ---- | 
| |                                                                        |                                                            |         |              |         |  |         |  |      | 
| | Deferred marine inspection costs, net of
					accumulated amortization |                                                            |         |              |        
| |                                                                        | of $29,977 and $25,343 in 2000 and 1999,
					respectively | $20,299 |              | $27,660 | 
| | Deferred financing costs, net of accumulated
					amortization         |                                                            |         |              |        
| |                                                                        | of $3,479 and $2,587 in 2000 and 1999,
					respectively   | 5,207   |              | 7,359   | 
| | Marine vessels spare parts                                             | 4,128                                                      |         | 3,468        |        
| | Other                                                                  |                                                            |         |              | 1,549   |  | 1,597   | 
| |                                                                        |                                                            |         |              |         |  |         |  |      | 
| |                                                                        |                                                            |         | Other assets | $31,183 |  | $40,084 | 
| |                                                                        |                                                            |         |              |         |  |         |  |      | 



7. Long-Term Debt

The Company's long-term debt consists of the following at December
		31, 2000 and 1999 (in thousands):

| |                                                                                   |                                                                                  |          |         |          |  | 2000     |  | 1999     | 
| | --------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | -------- | ------- | -------- |  | -------- |  | -------- | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Revolving loan, bearing interest at NIBOR
					(Norwegian Interbank Offered Rate) |                                                                                  |          |         |         
| |                                                                                   | plus a margin (weighted average interest
					rate of 8.34% and 6.56% at         |          |         |          | 
| |                                                                                   | December 31, 2000 and 1999, respectively)
					principal and interest due in     |          |         |          | 
| |                                                                                   | 6 semiannual installments beginning December
					31, 2000 of NOK 50 million     |          |         |          | 
| |                                                                                   | ($5.6 million) and one balloon payment of
					NOK 200 million ($22.4 million),  |          |         |          | 
| |                                                                                   | maturing June 2003, collateralized by
					certain marine vessels                | $ 38,650 |         | $ 60,547 | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Revolving loan, bearing interest at NIBOR
					(Norwegian Interbank Offered Rate) |                                                                                  |          |         |         
| |                                                                                   | plus a margin (8.06% at December 31, 2000)
					principal and interest due in    |          |         |          | 
| |                                                                                   | 5 semiannual installments beginning June 28,
					2001 of NOK 12.5 million       |          |         |          | 
| |                                                                                   | ($1.4 million) and one balloon payment of
					NOK 62.5 million ($7.0 million)   |          |         |          | 
| |                                                                                   | maturing June 2003, collateralized by two
					marine vessels                    | 14,003   |         | -        | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Revolving loan, bearing interest at a
					Eurocurrency rate plus a margin, as    |                                                                                  |          |         |         
| |                                                                                   | defined on the date of borrowing (weighted
					average interest rate of 9.40%   |          |         |          | 
| |                                                                                   | at December 31, 1999) interest payable at
					the end of the interest period or |          |         |          | 
| |                                                                                   | quarterly, principal due 2002,
					collateralized by certain marine vessels and |          |         |          | 
| |                                                                                   | related assets                                                                   | -        |         | 31,000   | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Senior Notes, interest at 8.5%, due 2005                                          | 247,860                                                                          |          | 280,000 |         
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Note payable, bearing interest at 6.08%,
					principal and interest due in       |                                                                                  |          |         |         
| |                                                                                   | 16 semiannual installments, maturing
					September 2006, collateralized         |          |         |          | 
| |                                                                                   | by a marine vessel                                                               | 7,500    |         | 8,750    | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Note payable, bearing interest at 6.49%,
					principal and interest due in       |                                                                                  |          |         |         
| |                                                                                   | 17 semiannual installments, maturing March
					2003, collateralized by          |          |         |          | 
| |                                                                                   | a marine vessel                                                                  | 1,662    |         | 2,593    | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| | Note payable, bearing interest at 6.11%,
					principal and interest due in       |                                                                                  |          |         |         
| |                                                                                   | 30 semiannual installments, maturing April
					2014, collateralized by          |          |         |          | 
| |                                                                                   | two marine vessels                                                               | 16,980   |         | 18,238   | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| |                                                                                   |                                                                                  |          |         |          |  | 326,655  |  | 401,128  | 
| | Less current maturities                                                           | 5,973                                                                            |          | 7,618   |         
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| |                                                                                   |                                                                                  |          |         |          |  | $320,682 |  | $393,510 | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 
| |                                                                                   |                                                                                  |          |         |          |  |          |  |          | 



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

| | 2001       |  |        |  | $ 5,973
| | ---------- |  | ------ |  | -------
| | 2002       |  |        |  | 13,815 
| | 2003       |  |        |  | 42,051 
| | 2004       |  |        |  |        
| | 2005       |  |        |  |        
| | Thereafter |  | 11,940
| |            |  |        |  |        
| |            |  |        |  |        
| |            |  |        |  |        



In connection with the acquisition of Trico Supply, on December 1,
		1997, the Company amended and restated its then existing bank credit
		facility to provide for a $150,000,000 revolving line of credit and
		$200,000,000 in term loans (the "Amended and Restated
		Facility"). The Amended and Restated Facility was to mature
		December 1, 2002 and bore interest at a Eurocurrency rate plus a margin
		that depended on the Company's leverage ratio with a commitment fee on
		the undrawn portion. The Amended and Restated Facility was
		collateralized, to the extent permitted by the indentures that govern
		the Senior Notes (as defined herein), by a security interest in
		substantially all of the assets of the Company's subsidiaries and a
		pledge of the stock of certain of the Company's subsidiaries. The
		Amended and Restated Facility contained certain covenants which required
		the Company to maintain certain debt coverage ratios and minimum net
		worth and which restricted the Company's ability to incur additional
		indebtedness, pay dividends or make certain other distributions.

During 1998, the Amended and Restated Facility was amended to reduce
		permitted borrowings to $85,000,000, increasing to $100,000,000 after
		June 30, 1999, depending upon the Company's leverage ratio, and to
		reduce the collateral requirements to certain U.S. flag vessels and
		related assets.

Effective July 1999, the Company executed a new $52,500,000 revolving
		credit agreement (the "Bank Credit Facility"). The Bank Credit
		Facility bears interest at a Eurocurrency rate plus a margin that
		depends on the Company's leverage ratio with a commitment fee on the
		undrawn portion that depends on the Company's leverage ratio. The Bank
		Credit Facility does not require any principal payments until July 19,
		2002, when all amounts outstanding under the Bank Credit Facility will
		mature. The Bank Credit Facility is collateralized by substantially all
		of the Company's U.S. flagged vessels located in the Gulf of Mexico.
		The Bank Credit Facility contains certain covenants which require the
		Company to maintain certain debt coverage and leverage ratios and net
		worth levels, limit capital expenditures, prohibit equity distributions
		and limit the ability of the Company to create liens or merge or
		consolidate with other entities. During 2000, the Bank Credit Facility
		was amended to reduce permitted borrowings to $45,000,000.

The proceeds from the Bank Credit Facility were used to prepay the
		Amended and Restated Facility. As a result of the prepayment of all
		amounts outstanding under the Company's Amended and Restated Facility,
		the Company recorded an extraordinary charge of $1,830,000, net of taxes
		of $985,000, for the write-off of the unamortized balance of related
		deferred debt issuance costs in 1999.

In June of 1998, the Company refinanced a significant portion of its
		debt, which was held at the Trico Supply level, into a single NOK
		650,000,000 ($85,504,000) 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 ($6,577,000) and one balloon payment of NOK 150,000,000
		($19,732,000), due at maturity in June 2003. In 1999, the Trico Supply
		Bank Facility was amended to defer a NOK 50,000,000 ($6,525,000)
		reduction in the facility amount that was scheduled to occur in December
		31, 2000, until June 2003. Therefore, the total balloon payment due at
		maturity is NOK 200,000,000 ($26,101,000). The Trico Supply Bank
		Facility is collateralized by a security interest in certain of the
		Company's North Sea vessels and requires Trico Supply to maintain
		certain financial ratios and limits the ability of Trico Supply to
		create liens or merge or consolidate with other entities.

In April 2000, the Company executed a new loan agreement for an
		additional Norwegian bank facility in the amount of NOK 125 million
		($14.6 million). The commitment amount for this additional facility
		reduces by NOK 12.5 million ($1.5 million) every six months beginning
		June 2001, with the balance of the commitment to expire June 2003. As of
		December 31, 2000, this additional facility was fully drawn. This
		Norwegian bank facility is collateralized by security interests in two
		North Sea vessels, requires Trico Supply to maintain certain
		financial ratios and limits the ability of Trico Supply to create liens,
		or merge or consolidate with other entities. Amounts borrowed under this
		facility bear interest at NIBOR (Norwegian Interbank Offered Rate) plus
		a margin.

During 1997, the Company issued three Series of 8-1/2% Senior Notes
		due 2005, Series A/B Notes - $110,000,000, Series C/D Notes -
		$100,000,000 and Series E/F Notes - $70,000,000. In November 1998, the
		Company combined the A/B, C/D and E/F Series Notes into one series known
		as the Series G Notes (the "Senior Notes"). The terms and
		conditions of the Senior Notes are identical to the predecessor series
		of notes. The Senior Notes are uncollateralized and are required to be
		guaranteed by all of the Company's Significant Subsidiaries (as such
		term is defined in the Indentures that govern the Senior Notes).
		Interest on the Senior Notes is payable semi-annually on February 1 and
		August 1 of each year. Except in certain circumstances, the Senior Notes
		may not be prepaid until August 1, 2001, at which time they may be
		redeemed, at the option of the Company, in whole or in part, at a
		redemption price equal to 104.25%, plus accrued and unpaid interest,
		with the redemption price declining ratably on August 1 of each of the
		succeeding three years. No sinking fund payments are required on the
		Senior Notes until their final maturity. The Senior Notes contain
		certain covenants that, among other things, limit the ability of the
		Company to incur additional indebtedness, pay dividends or make other
		distributions, create certain liens, sell assets, or enter into certain
		mergers or acquisitions.

In April 1998, the Company issued $10,000,000 principal amount of
		eight year United States Government Guaranteed Ship Financing Bonds,
		SWATH Series I, at an interest rate of 6.08% (the "Bonds").
		The Bonds are due in 16 semi-annual installments of principal and
		interest. The Bonds are collateralized by a first preferred ship
		mortgage on the Stillwater River, a small waterplane area twin hull
		("SWATH") vessel, and by an assignment of the charter contract
		that the vessel commenced upon its completion. The proceeds from the
		Bonds were released to the Company upon completion and delivery of the
		vessel in November 1998.

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 boats, the Spirit River and the Hondo River.



8. Financial Instruments

During 1998, 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, 1998, the Company had foreign currency forward exchange
		contracts outstanding of approximately $9,272,000. These foreign
		currency forward exchange contracts expired at various points through
		December 31, 1999. Losses of $102,000 were recognized on completed
		foreign currency forward exchange contracts during 1998, and deferred
		gains of approximately $54,000 were included in the consolidated balance
		sheet at December 31, 1998 as accrued expenses. The foreign currency
		forward exchange contracts had a fair value of $139,000 at December 31,
		1998. As of December 31, 1999, there were no foreign currency forward
		exchange contracts outstanding, and approximately $59,000 of gains was
		recognized on completed contracts during the year. During 2000, the
		Company entered into foreign currency forward exchange contracts similar
		to those entered into during 1998. As of December 31, 2000, the Company
		had foreign currency forward exchange contracts outstanding with a
		notional value of approximately $2,250,000. These foreign currency forward
		exchange contracts expire at various points throughout 2001.

As of December 31, 1999, the Company had interest swap agreements
		expiring in June 2003, with a total aggregate notional amount of NOK
		200,000,000 ($24,968,000). The agreements required the Company to pay a
		fixed rate of interest on the notional amount, and the Company, in turn,
		received a variable rate of interest on the same notional amount. The
		effect of the swap agreements was to limit the interest rate exposure to
		5.7% on NOK 200,000,000 ($24,968,000) of the Trico Supply Bank Facility.
		Amounts to be paid or received under the swap agreements were accrued as
		interest rate changes and were recognized over the life of the
		agreements as an adjustment to interest expense. As a result of these
		swap agreements, interest expense was decreased by approximately NOK
		1,256,000 ($143,000) and approximately NOK 1,625,000 ($208,000) in 2000
		and 1999, respectively, and increased by NOK 1,500,000 ($198,000) in
		1998. The estimated fair value of the interest rate swap agreements as
		of December 31, 1999 was NOK 2,652,000 ($331,000). During 2000, the
		Company sold certain of the interest swap agreements for approximately
		$360,000 and, as of December 31, 2000, the Company no longer had any
		outstanding interest rate swap agreements.

9. Income Taxes

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

| |               |           |       |           |        |           |           |  |           |  |        
| | ------------- | --------- | ----- | --------- | ------ | --------- | --------- |  | --------- |  | -------
| |               |           |       |           |        |           | 2000      |  | 1999      |  | 1998   
| |               |           |       |           |        |           |           |  |           |  |        
| | United States | $(25,557) |       | $(57,502) |        | $ (5,382)
| | International |           | 6,788 |           | 10,137 |           | 42,466   
| |               |           |       |           |        |           |           |  |           |  |        
| |               |           |       |           |        |           | $(18,769) |  | $(47,365) |  | $37,084
| |               |           |       |           |        |           |           |  |           |  |        



The components of income tax expense (benefit) from continuing
		operations of the Company for the periods ended December 31, 2000, 1999
		and 1998, are as follows (in thousands):

| |                        |                           |         |  |          |  |          |  |           |  |        
| | ---------------------- | ------------------------- | ------- |  | -------- |  | -------- |  | --------- |  | -------
| |                        |                           |         |  |          |  | 2000     |  | 1999      |  | 1998   
| |                        |                           |         |  |          |  |          |  |           |  |        
| | Current income taxes:  |                           |         |  |          | 
| |                        | U.S. federal income taxes | $ (40)  |  | $ 591    |  | $ (720) 
| |                        | State income taxes        | -       |  | 53       |  | 41      
| |                        | Foreign taxes             | 519     |  | -        |  | -       
| |                        |                           |         |  |          |  |          |  |           |  |        
| | Deferred income taxes: |                           |         |  |          | 
| |                        | U.S. federal income taxes | (8,252) |  | (19,533) |  | 753     
| |                        | State income taxes        | (450)   |  | (101)    |  | 59      
| |                        | Foreign taxes             | 2,891   |  | 3,205    |  | 11,671  
| |                        |                           |         |  |          |  |          |  |           |  |        
| |                        |                           |         |  |          |  | $(5,332) |  | $(15,785) |  | $11,804
| |                        |                           |         |  |          |  |          |  |           |  |        



The Company has not recognized a deferred tax liability for the
		undistributed earnings of a non-US subsidiary because the Company
		currently does not expect those unremitted earnings to be distributed
		and become taxable to the Company in the foreseeable future. A deferred
		tax liability will be recognized when the Company expects that it will
		realize those undistributed earnings in a taxable manner, such as
		through receipt of dividends or sale of investments. The amount of the
		potential deferred tax liability has not been disclosed because it is
		impractical to calculate the amount at this time.

The Company's deferred income taxes at December 31, 2000 and 1999
		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 |    
| | ------------------------------------------- | -------------------- |  | ------- |  | ---- | ------------------- | -------- | ------------------------ | ---
| |                                             |                      |  |         |  |      |                     |          |                          |    
| |                                             |                      |  |         |  | 2000 | Current             |          | Non-Current              |    
| |                                             |                      |  |         |  |      |                     |          |                          |    
| | Depreciation and amortization               | $ -                  |  | $ 9,127 |  | $ -  |                     | $ 70,526 |                         
| | Deferral of foreign earnings                | -                    |  | -       |  | -    |                     | 25,466   |                         
| | Insurance reserves                          | 640                  |  | -       |  | -    |                     | -        |                         
| | Alternative minimum tax credits             | -                    |  | 5,142   |  | -    |                     | -        |                         
| | Foreign tax credits                         | -                    |  | 779     |  | -    |                     | -        |                         
| | Net operating loss carryforward             | -                    |  | 63,550  |  | -    |                     | -        |                         
| | Other                                       |                      |  |         |  | 96   |                     | -        |                          | 156
| |                                             |                      |  |         |  |      |                     |          |                          |    
| |                                             |                      |  |         |  |      | $ 736               |          | $ 78,598                 |    
| |                                             |                      |  |         |  |      |                     |          |                          |    
| | Current deferred tax assets, net            |                      |  |         |  |      |                     | $ 580    |                         
| |                                             |                      |  |         |  |      |                     |          |                          |    
| | Non-current deferred tax asset, net
		-     |                      |  |         |  |      |                     |          |                         
| |                                             | United States        |  |         |  |      |                     |          | $ 8,072                  |    
| |                                             |                      |  |         |  |      |                     |          |                          |    
| | Non-current deferred tax liabilities, net - |                      |  |         |  |      |                     |          |                         
| |                                             | foreign jurisdiction |  |         |  |      |                     |          | $ 25,466                 |    
| |                                             |                      |  |         |  |      |                     |          |                          |    
| |                                             |                      |  |         |  |      |                     |          |                          |    



| |                                             |                      |  |         |  |      | Deferred Tax Assets |          | Deferred Tax Liabilities
| | ------------------------------------------- | -------------------- |  | ------- |  | ---- | ------------------- | -------- | ------------------------
| |                                             |                      |  |         |  |      |                     |          |                         
| |                                             |                      |  |         |  | 1999 | Current             |          | Non-Current             
| |                                             |                      |  |         |  |      |                     |          |                         
| | Depreciation and amortization               | $ -                  |  | $ 8,224 |  | $ -  |                     | $ 71,564
| | Deferral of foreign earnings                | -                    |  | -       |  | -    |                     | 25,218  
| | Insurance reserves                          | 767                  |  | -       |  | -    |                     | -       
| | Alternative minimum tax credits             | -                    |  | 5,142   |  | -    |                     | -       
| | Foreign tax credits                         | -                    |  | 779     |  | -    |                     | -       
| | Net operating loss carryforward             | -                    |  | 55,411  |  | -    |                     | -       
| | Other                                       |                      |  |         |  | 610  |                     | -        |                         
| |                                             |                      |  |         |  |      |                     |          |                         
| |                                             |                      |  |         |  |      | $ 1,377             |          | $ 69,556                
| |                                             |                      |  |         |  |      |                     |          |                         
| | Current deferred tax assets, net            |                      |  |         |  |      |                     | $ 1,069 
| |                                             |                      |  |         |  |      |                     |          |                         
| | Non-current deferred tax liabilities, net - |                      |  |         |  |      |                     |         
| |                                             | United States        |  |         |  |      |                     |          | $ 2,061                 
| |                                             |                      |  |         |  |      |                     |          |                         
| | Non-current deferred tax liabilities, net - |                      |  |         |  |      |                     |         
| |                                             | foreign jurisdiction |  |         |  |      |                     |          | $ 25,218                
| |                                             |                      |  |         |  |      |                     |          |                         
| |                                             |                      |  |         |  |      |                     |          |                         



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 follow (in
		thousands):

| |  |                                           |          |  |           |  |         |      |       |      |  |     
| |  | ----------------------------------------- | -------- |  | --------- |  | ------- | ---- | ----- | ---- |  | ----
| |  |                                           |          |  |           |  |         |      |       |      |  |     
| |  |                                           |          |  |           |  |         | 2000 |       | 1999 |  | 1998
| |  |                                           |          |  |           |  |         |      |       |      |  |     
| |  | Federal income taxes at statutory rate    | $(6,569) |  | $(16,578) |  | $12,980
| |  | State income taxes net of federal benefit | (450)    |  | (37)      |  | 108    
| |  | Foreign tax rate differential             | (589)    |  | (783)     |  | (2,397)
| |  | Goodwill                                  |          |  | 1,195     |  | 1,049   |      | 1,135
| |  | Non-deductible loss and expenses          | 574      |  | 564       |  | (22)   
| |  | Foreign earnings                          | 507      |  | -         |  | -      
| |  |                                           |          |  |           |  |         |      |       |      |  |     
| |  | Income tax expense (benefit)              | $(5,332) |  | $(15,785) |  | $11,804
| |  |                                           |          |  |           |  |         |      |       |      |  |     
| |  | Effective tax rate                        | 28%      |  | 33%       |  | 32%    
| |  |                                           |          |  |           |  |         |      |       |      |  |     



A tax benefit for the exercise of stock options in the amount of
		$1,269,000 and $19,000 that was not included in income for financial
		reporting purposes was credited directly to additional paid-in capital
		as of December 31, 2000 and 1999, respectively.

The net operating loss carryforwards for federal and state tax
		purposes are approximately $179,000,000 at December 31, 2000 and expire
		in 2020. Alternative minimum tax credits at December 31, 2000 are
		approximately $5,142,000. The Company incurred a change of control under
		IRC Section 382 on May 26, 2000 that will limit the utilization of
		approximately $167,000,000 of net operating loss carryforwards to a set
		level as provided by regulations. The limitation should be approximately
		$17 million per year.

10. Preferred Stock

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

11. Common Stock Option Plans

The Company sponsors two stock-based incentive compensation plans,
		the "1993 Stock Option Plan" (the "1993 Plan") and
		the "1996 Stock Incentive Plan" (the "1996 Plan").

Under the 1993 Plan, the Company is authorized to issue shares of
		common stock pursuant to "Awards" granted in the form of
		incentive stock options (qualified under Section 422 of the Internal
		Revenue Code of 1986, as amended) and non-qualified stock options.
		Awards may be granted to key employees of the Company. The Compensation
		Committee administers the Plan and has broad discretion in selecting
		Plan participants and determining the vesting period and other terms
		applicable to Awards granted under the Plan.

According to the 1993 Plan, Awards may be granted with respect to a
		maximum of 1,455,018 shares of common stock. Awards have been granted
		with respect to all 1,455,018 shares. All of these Awards have a
		ten-year term and are fully exercisable. As of December 31, 2000, there
		were 821,668 stock options outstanding under the 1993 Plan.

Under the 1996 Plan, the Company is authorized to issue shares of
		common stock pursuant to "Awards" granted in the form of
		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 these forms of
		Awards. Awards may be granted to key employees of the Company, including
		directors who are also considered employees of the Company for purposes
		of the Plan. 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 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 1998, the Company granted 218,500 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
		$6.63 to $19.50. The Awards expire in ten years and vest in annual
		increments of 25% over the four years following their grant, except for
		8,000 awards granted to directors which vested at the date of grant.

During 1999, the Company granted 229,500 Awards in the form of
		non-qualified stock options under the 1996 Plan at exercise prices equal
		to the fair value of the Company's stock at that time which ranged from
		$4.50 to $7.63. The Awards expire in ten years and vest in annual
		increments of 25% over the four years following their grant, except for
		28,000 awards granted to directors which vested at the date of grant.

During 2000, the Company granted 319,500 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.

As of December 31, 2000, there were 1,052,675 options outstanding
		under the 1996 Plan.

A summary of the status of the Company's stock options as of December
		31, 2000, 1999 and 1998 and the changes during the years ended on those
		dates are presented below:

| |                                            |           |        |         |           |           |            |        |           |           |            |        |          |         |            |  |         
| | ------------------------------------------ | --------- | ------ | ------- | --------- | --------- | ---------- | ------ | --------- | --------- | ---------- | ------ | -------- | ------- | ---------- |  | --------
| |                                            |           |        |         |           |           | 2000       |        | 1999      |           | 1998      
| |                                            |           |        |         |           |           |            |        |           |           |           
| |                                            |           |        |         |           |           | Number of  |        | Weighted  |           | Number of  |        | Weighted |         | Number of  |  | Weighted
| |                                            |           |        |         |           |           | Shares     |        | Average   |           | Shares     |        | Average  |         | Shares     |  | Average 
| |                                            |           |        |         |           |           | Underlying |        | Exercise  |           | Underlying |        | Exercise |         | Underlying |  | Exercise
| |                                            |           |        |         |           |           | Options    |        | Prices    |           | Options    |        | Prices   |         | Options    |  | Prices  
| | Outstanding at beginning

 				of the year |           |        |         |           |           |            |        |           |           |            |       
| | 1,811,980                                  |           | $ 5.77 |         | 1,605,855 |           | $ 5.96     |        | 1,485,330 |           | $ 4.30    
| | Granted                                    |           |        |         | 319,500   |           | $ 11.60    |        | 229,500   |           | $ 4.86     |        | 218,500  |         | $ 16.54   
| | Exercised                                  |           |        | 245,312 |           | $ 1.70    |            | 12,000 |           | $ 0.91    |            | 83,350 |          | $ 1.59 
| | Forfeited                                  |           |        | 8,325   |           | $ 12.88   |            | 6,500  |           | $ 20.20   |            | 14,625 |          | $ 20.03
| | Expired                                    |           |        |         | 3,500     |           | $ 20.75    |        | 4,875     |           | $ 19.82    |        | -        |         | $ -       
| | Outstanding at end of year                 | 1,874,343 |        | $ 7.24  |           | 1,811,980 |            | $ 5.77 |           | 1,605,855 |            | $ 5.96
| | Exercisable at end of year                 | 1,281,668 |        | $ 5.40  |           | 1,381,105 |            | $ 3.95 |           | 1,279,230 |            | $ 2.89
| |                                            |           |        |         |           |           |            |        |           |           |            |        |          |         |            |  |         
| |                                            |           |        |         |           |           |            |        |           |           |            |        |          |         |            |  |         



Weighted average fair value of options granted during 2000, 1999 and
		1998 were $5.51, $2.70 and $7.03, respectively.

The fair value of each stock option granted is estimated on the date
		of grant using the minimum value method of option pricing with the
		following weighted-average assumptions for grants in 2000, 1999 and
		1998, respectively: no dividend yield; risk-free interest rates are
		6.28% , 5.36% and 5.42%; expected terms of the options are five to six
		years; and the expected volatility is 44.36%, 58.96% and 38.54%.

The following table summarizes information about stock options
		outstanding at December 31, 2000:

| |                   |  |                     |  |                     |  |          |  |             |  |         
| | ----------------- |  | ------------------- |  | ------------------- |  | -------- |  | ----------- |  | --------
| |                   |  | Options Outstanding |  | Options Exercisable
| |                   |  |                     |  |                    
| |                   |  |                     |  | Weighted            |  |          |  |             |  |         
| |                   |  |                     |  | Average             |  | Weighted |  |             |  | Weighted
| |                   |  | Number              |  | Remaining           |  | Average  |  | Number      |  | Average 
| | Range of Exercise |  | Outstanding         |  | Contract            |  | Exercise |  | Exercisable |  | Exercise
| | Prices            |  | at 12/31/00         |  | Life                |  | Price    |  | at 12/31/00 |  | Price   
| |                   |  |                     |  |                     |  |          |  |             |  |         
| | $0.91             |  | 821,668             |  | 3.06                |  | $ 0.91   |  | 821,668     |  | $ 0.91  
| | $4.50             |  | 186,500             |  | 8.16                |  | 4.50     |  | 38,375      |  | 4.50    
| | $6.625 to $7.625  |  | 41,500              |  | 8.31                |  | 7.16     |  | 29,000      |  | 7.39    
| | $8.00 to $11.625  |  | 476,000             |  | 8.11                |  | 10.41    |  | 167,500     |  | 8.16    
| | $17.75 to $23.13  |  | 348,675             |  | 6.79                |  | 19.29    |  | 225,125     |  | 19.64   
| |                   |  |                     |  |                     |  |          |  |             |  |         
| | $0.91 to $23.13   |  | 1,874,343           |  | 5.66                |  | $ 7.24   |  | 1,281,668   |  | $ 5.40  
| |                   |  |                     |  |                     |  |          |  |             |  |         
| |                   |  |                     |  |                     |  |          |  |             |  |         



Had the compensation cost for the Company's stock-based compensation
		plans been determined consistent with SFAS No. 123, the Company's net
		income (loss) and net income (loss) per common share for 2000, 1999 and
		1998 would approximate the pro forma below:

| |                           |              |          |            |          |           | As       |           | Pro      |          | As       |          | Pro      |  | As       |  | Pro     
| | ------------------------- | ------------ | -------- | ---------- | -------- | --------- | -------- | --------- | -------- | -------- | -------- | -------- | -------- |  | -------- |  | --------
| |                           |              |          |            |          |           | Reported |           | Forma    |          | Reported |          | Forma    |  | Reported |  | Forma   
| |                           |              |          |            |          |           | 12/31/00 |           | 12/31/00 |          | 12/31/99 |          | 12/31/99 |  | 12/31/98 |  | 12/31/98
| |                           |              |          |            |          |           |          |           |          |          |          |          |          |  |          |  |         
| | SFAS 123 Charge           | $ -          |          | $ 1,115    |          | $ -       |          | $ 877     |          | $ -      |          | $ 743   
| | APB 25 Charge             | $ -          |          | $ -        |          | $ -       |          | $ -       |          | $ -      |          | $ -     
| | Net income (loss)         | $(12,722)    |          | $ (13,837) |          | $(33,410) |          | $(34,287) |          | $ 25,280 |          | $ 24,537
| | Diluted net income (loss) |              |          |            |          |           |          |           |          |          |          |         
| |                           | per average  |          |            |          |           |          |           |          |          |          |          |         
| |                           | common share | $ (0.39) |            | $ (0.42) |           | $ (1.33) |           | $ (1.37) |          | $ 1.20   |          | $ 1.17  
| |                           |              |          |            |          |           |          |           |          |          |          |          |          |  |          |  |         



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

12. Asset Write-Down

In June of 1999, the Company adjusted the net book value of a vessel
		acquired as part of a larger acquisition which was deemed by Company
		management to be in a condition incapable of operation at the time of
		acquisition and had never been activated. Due to the substantially lower
		day rates available for its vessels, in general, and the overall
		condition and age of this vessel, the Company determined that it would
		not be economically feasible to refurbish and activate this vessel. The
		Company adjusted the net book value of the vessel to an estimated scrap
		value of $100,000, resulting in a non-cash asset write-down of
		$1,111,000. The operating loss, including depreciation, generated by the
		vessel during the year ended December 31, 1999 was $55,000.

13. Earnings Per Share

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

|              |  |            |  |            | For the Year Ended December 31, 2000 | For the Year Ended December 31, 1999 | For the Year Ended December 31, 1998
|------------- |  | ---------- |  | ---------- | ------------------------------------ | ------------------------------------ | ------------------------------------
|              |  |            |  |            |                                      |                                      |                                     
|              |  |            |  |            | Loss                                 |                                      | Shares                              
|              |  |            |  |            | (Numerator)                          | (Denominator)                        | Amount                              
|              |  |            |  |            |                                      |                                      |                                     
|Income (loss) |  |            |  |            |                                      |                                      |                                     
|before        |  |            |  |            |                                      |                                      |                                     
|extraordinary |  |            |  |            |                                      |                                      |                                     
|item          |  |            |  | $ (13,437) |                                      |                                      |                                     
|              |  |            |  |            |                                      |                                      |                                     
|Basic         |  |            |  |            |                                      |                                      |                                     
|EPS           |  |            |  |            |                                      |                                      |                                     
|Income (loss) |  |            |  |            |                                      |                                      |                                     
|available to  |  |            |  |            |                                      |                                      |                                     
|common        |  |            |  |            |                                      |                                      |                                     
|shareholders  |  | (13,437)   |  | 32,827,836 |                                      | $ (0.41)                             |                                     
|              |  |            |  |            |                                      |                                      |                                     
|Effect of     |  |            |  |            |                                      |                                      |                                     
|Dilutive      |  |            |  |            |                                      |                                      |                                     
|Securities    |  |            |  |            |                                      |                                      |                                     
|Stock         |  |            |  |            |                                      |                                      |                                     
|option        |  |            |  |            |                                      |                                      |                                     
|grants        |  |            |  | -          |                                      | -                                    |                                     
|              |  |            |  |            |                                      |                                      |                                     
|Diluted       |  |            |  |            |                                      |                                      |                                     
|EPS           |  |            |  |            |                                      |                                      |                                     
|Income (loss) |  |            |  |            |                                      |                                      |                                     
|available     |  |            |  |            |                                      |                                      |                                     
|to common     |  |            |  |            |                                      |                                      |                                     
|shareholders  |  |            |  |            |                                      |                                      |                                     
|plus assumed  |  |            |  |            |                                      |                                      |                                     
|conversions   |  | $ (13,437) |  | 32,827,836 |                                      | $ (0.41)                             |                                     
|              |  |            |  |            |                                      |                                      |                                     
|              |  |            |  |            |                                      |                                      |                                     



> 

Options to purchase 1,874,343 and 1,811,980 shares of common
			stock at prices ranging from $0.91 to $23.13 were outstanding during
			2000 and 1999, respectively, but were not always included in the
			computation of diluted earnings per share because the options'
			exercise prices were greater than the average market price of common
			shares at certain points during the year. The options were still
			outstanding at the end of 2000 and 1999, respectively.

14. Employee Benefit Plans

Profit Sharing Plan

The Company has a defined contribution profit sharing plan under
			Section 401(k) of the Internal Revenue Code (the "Plan")
			that covers substantially all U.S. employees meeting certain
			eligibility requirements. Employees may contribute up to 15%
			(subject to certain ERISA limitations) of their eligible
			compensation on a pre-tax basis. The Company will match 25% of the
			participants' before tax savings contributions up to 5% of the
			participants' taxable wages or salary. The Company may also make a
			matching contribution to the Plan at its discretion. The Company
			expensed contributions to the Plan for the years ended
			December 31, 2000, 1999 and 1998 of $60,000, $229,000 and
			$255,000, respectively.

Pension Plan and Employee Benefits

Substantially all of the Company's Norwegian and United Kingdom
			employees are covered by a number of noncontributory, defined
			benefit pension plans which were acquired in association with the
			acquisition of Trico Supply. Benefits are based primarily on
			participants' compensation and years of credited services. The
			Company's policy is to fund contributions to the plans based upon
			actuarial computations. Plan assets include investments in debt and
			equity securities and property.

|                                                     |         |    |                                          |         |  |         | (in thousands) | 
|---------------------------------------------------- | ------- | -- | ---------------------------------------- | ------- |  | ------- | -------------- | 
|                                                     |         |    |                                          |         |  |         | 2000           | 
|                                                     |         |    |                                          |         |  |         |                | 
|Change in Benefit Obligation                         |         |    |                                          |        
|                                                     |         |    |                                          |         |  |         |                | 
|Benefit obligation at beginning of year              | $ 1,614 |    | $ 1,355                                  |        
|Service cost                                         | 249     |    | 296                                      |        
|Interest cost                                        | 77      |    | 76                                       |        
|Translation adjustment and other                     | (139)   |    | (113)                                    |        
|                                                     |         |    |                                          |         |  |         |                | 
|                                                     |         |    | Benefit obligation at end of year        | $ 1,801 |  | $ 1,614 |               
|                                                     |         |    |                                          |         |  |         |                | 
|Change in Plan Assets                                |         |    |                                          |        
|                                                     |         |    |                                          |         |  |         |                | 
|Fair value of plan assets at beginning
						of year | $ 1,519 |    | $ 1,161                                  |        
|Actual return on plan assets                         | 103     |    | 80                                       |        
|Contributions                                        | 330     |    | 359                                      |        
|Benefits paid                                        | -       |    | (7)                                      |        
|Translation adjustment and other                     | (113)   |    | (74)                                     |        
|                                                     |         |    |                                          |         |  |         |                | 
|                                                     |         |    | Fair value of plan assets at end of year | $ 1,839 |  | $ 1,519 |               
|                                                     |         |    |                                          |         |  |         |                | 
|Funded status, (underfunded) overfunded              | $ 37    |    | $ (95)                                   |        
|Unrecognized net actuarial gain (loss)               | 1       |    | (13)                                     |        
|                                                     |         |    |                                          |         |  |         |                | 
|                                                     |         |    | Prepaid (accrued) benefit cost           | $ 38    |  | $ (108) |               
|                                                     |         |    |                                          |         |  |         |                | 
|Weighted-Average Assumptions                         |         |    |                                          |        
|                                                     |         |    |                                          |         |  |         |                | 
|Discount rate                                        | 6.00%   |    | 5.25%                                    |        
|                                                     |         |    |                                          |        
|Return on plan assets                                | 7.00%   |    | 6.25%                                    |        
|                                                     |         |    |                                          |        
|Rate of compensation increase                        | 3.30%   |    | 3.30%                                    |        
|                                                     |         |    |                                          |         |  |         |                | 
|Components of Net Periodic Benefit Cost              |         |    |                                          |        
|                                                     |         |    |                                          |         |  |         |                | 
|Service cost                                         | $ 249   |    | $ 296                                    |        
|Interest cost                                        |         | 77 |                                          | 76      | 
|Return on plan assets                                | (103)   |    | (80)                                     |        
|Social security contributions                        | 34      |    | 43                                       |        
|Recognized net actuarial loss                        | (10)    |    | 35                                       |        
|                                                     |         |    |                                          |         |  |         |                | 
|                                                     |         |    | Net periodic benefit cost                | $ 247   |  | $ 370   |               
|                                                     |         |    |                                          |         |  |         |                | 



The vested benefit obligation is calculated as the actuarial
			present value of the vested benefits to which employees are
			currently entitled based on the employees' expected date of
			separation or retirement.

The projected benefit obligation, accumulated benefit obligation,
			and fair value of plan assets for the pension plan with accumulated
			benefit obligations in excess of plan assets were $791,000, $557,000
			and $672,000, respectively, as of December 31, 2000 and $922,000,
			$642,000 and $573,000, respectively, as of December 31, 1999.

15. Commitments and Contingencies

In the ordinary course of business, the Company is involved in
			certain personal injury, pollution and property damage claims and
			related threatened or pending legal proceedings. Management, after
			review with legal counsel and insurance representatives, is of the
			opinion these claims and legal proceedings will be resolved within
			the limits of the Company's insurance coverages. At December 31,
			2000 and 1999, the Company has accrued a liability in the amount of
			$1,890,000 and $2,250,000, 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.

16. Fair Value of Financial Instruments

The estimated fair values of financial instruments have been
			determined by the Company using available market information and
			valuation methodologies described below. However, considerable
			judgment is required in interpreting market data to develop the
			estimates of fair value. Accordingly, the estimates presented herein
			may not be indicative of the amounts that the Company could realize
			in a current market exchange. The use of different market
			assumptions or valuation methodologies may have a material effect on
			the estimated fair value amounts.

Cash and cash equivalents: The carrying amounts approximate
			fair value due to the short-term nature of these instruments.

Long-term debt: The carrying amounts of the Company's
			variable rate debt approximate fair value because the interest rates
			are based on floating rates identified by reference to market rates.
			The fair value of the Company's fixed rate debt is based on quoted
			market prices, where available, or discounted future cash flows
			based on the Company's current incremental borrowing rates for
			similar types of borrowing arrangements as of the balance sheet
			date. The carrying amounts and fair values of long-term debt,
			including accrued interest, as of December 31, 2000 and 1999
			were as follows (in thousands):

| |  |                 |           |  |           |  |  |      |  |     
| |  | --------------- | --------- |  | --------- |  |  | ---- |  | ----
| |  |                 |           |  |           |  |  | 2000 |  | 1999
| |  |                 |           |  |           |  |  |      |  |     
| |  | Carrying amount | $ 335,891 |  | $ 412,874
| |  | Fair value      | $ 319,376 |  | $ 377,855



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

Interest swap agreements: Fair value is based on estimated
			amounts that the Company would receive or pay to terminate the
			contract at the reporting date.

17. Quarterly Financial Data (Unaudited)

|                                                      |                                                          |                                                      |                                  |          |          |          |         |          |         |        |  |  | 
|----------------------------------------------------- | -------------------------------------------------------- | ---------------------------------------------------- | -------------------------------- | -------- | -------- | -------- | ------- | -------- | ------- | ------ |  |  | 
|Year ended December 31, 2000                          | First                                                    |                                                      | Second                           |          | Third    |          | Fourth  |         
|                                                      |                                                          |                                                      |                                  |          |          |          |         |          |         |        |  |  | 
|(Dollars in thousands, except per share
					amounts) |                                                          |                                                      |                                  |          |          |          |         |         
|                                                      | Revenues                                                 | $ 26,381                                             |                                  | $ 29,482 |          | $ 35,285 |         | $ 41,739 |        
|                                                      | Operating income (loss)                                  | (4,413)                                              |                                  | 1,442    |          | 4,619    |         | 9,719    |        
|                                                      | Income (loss) before extraordinary item, net
					of tax | (9,061)                                              |                                  | (4,175)  |          | (1,594)  |         | 1,393    |        
|                                                      | Net income (loss)                                        | (9,061)                                              |                                  | (3,460)  |          | (1,594)  |         | 1,393    |        
|                                                      | Basic and diluted earnings per share:                    |                                                      |                                  |          |          |          |         |          |        
|                                                      |                                                          | Net income (loss) before extraordinary item
					per |                                  |          |          |          |         |          |         |       
|                                                      |                                                          |                                                      | average common share outstanding | (0.32)   |          | (0.13)   |         | (0.04)   |         | 0.04   | 
|                                                      |                                                          |                                                      |                                  |          |          |          |         |          |         |        |  |  | 
|Year ended December 31, 1999                          | First                                                    |                                                      | Second                           |          | Third    |          | Fourth  |         
|                                                      |                                                          |                                                      |                                  |          |          |          |         |          |         |        |  |  | 
|(Dollars in thousands, except per share
					amounts) |                                                          |                                                      |                                  |          |          |          |         |         
|                                                      | Revenues                                                 | $ 28,318                                             |                                  | $ 26,664 |          | $ 27,614 |         | $ 28,204 |        
|                                                      | Operating loss                                           | (2,810)                                              |                                  | (5,646)  |          | (3,466)  |         | (2,775)  |        
|                                                      | Loss before extraordinary item, net of tax               | (7,343)                                              |                                  | (9,006)  |          | (7,816)  |         | (7,415)  |        
|                                                      | Net loss                                                 |                                                      | (7,343)                          |          | (10,836) |          | (7,816) |          | (7,415) |       
|                                                      | Basic and diluted earnings per share:                    |                                                      |                                  |          |          |          |         |          |        
|                                                      |                                                          | Net loss before extraordinary item per
					average  |                                  |          |          |          |         |          |         |       
|                                                      |                                                          |                                                      | common share outstanding         | (0.36)   |          | (0.39)   |         | (0.28)   |         | (0.26) | 
|                                                      |                                                          |                                                      |                                  |          |          |          |         |          |         |        |  |  | 
|                                                      |                                                          |                                                      |                                  |          |          |          |         |          |         |        |  |  | 



18. Segment and Geographic Information

The Company is a provider of marine vessels and related services
			to the oil and gas industry. Substantially all revenues result from
			the charter of vessels owned by the Company. The Company's three
			reportable segments are based on geographic area, consistent with
			the Company's management structure. The accounting policies of the
			segments are the same as those described in the summary of
			significant accounting policies except for purposes of income taxes
			and intercompany transactions and balances. The North Sea segment
			provides for a flat tax, in addition to taxes on equity and net
			financial income, at a rate of 28% which is the Norwegian statutory
			tax rate. Additionally, segment data includes intersegment revenues,
			receivables and payables, and investments in consolidated
			subsidiaries. The Company evaluates performance based on net income
			(loss). The U.S. segment represents the domestic

| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| | ------------------------------------- | -------- |  | --------- | ----- | ------- | ------ | --------- |  |  |  |  | 
| | 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   
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| | December 31, 1999                     | U.S.     |  | North Sea |       | Other   |        | Totals   
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| | Revenues from external customers      | $ 47,982 |  | $ 55,828  |       | $ 6,990 |        | $ 110,800
| | Intersegment revenues                 | 324      |  | -         |       | -       |        | 324      
| | Interest revenue                      | 279      |  | 387       |       | 1       |        | 667      
| | Interest expense                      | 28,372   |  | 3,600     |       | 15      |        | 31,987   
| | Depreciation and amortization expense | 32,930   |  | 15,497    |       | 22      |        | 48,449   
| | Income tax expense (benefit)          | (17,858) |  | 2,073     |       | -       |        | (15,785) 
| | Extraordinary item, net of taxes      | 1,830    |  | -         |       | -       |        | 1,830    
| | Segment net income (loss)             | (35,846) |  | 4,949     |       | (2,513) |        | (33,410) 
| | Long-lived assets                     | 252,398  |  | 268,858   |       | 32,132  |        | 553,388  
| | Segment total assets                  | 600,925  |  | 393,263   |       | 32,714  |        | 1,026,902
| | Expenditures for segment assets       | 28,386   |  | 19,547    |       | 1,215   |        | 49,148   
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| | December 31, 1998                     | U.S.     |  | North Sea |       | Other   |        | Totals   
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 
| | Revenues from external customers      | $ 98,318 |  | $ 85,197  |       | $ 2,730 |        | $ 186,245
| | Intersegment revenues                 | 432      |  | -         |       | -       |        | 432      
| | Interest revenue                      | 535      |  | 420       |       | 2       |        | 957      
| | Interest expense                      | 23,836   |  | 3,860     |       | -       |        | 27,696   
| | Depreciation and amortization expense | 29,131   |  | 11,045    |       | 7       |        | 40,183   
| | Income tax expense (benefit)          | (236)    |  | 12,043    |       | (3)     |        | 11,804   
| | Segment net income (loss)             | (5,097)  |  | 30,871    |       | (494)   |        | 25,280   
| | Long-lived assets                     | 296,539  |  | 273,372   |       | 498     |        | 570,409  
| | Segment total assets                  | 649,623  |  | 413,434   |       | 1,892   |        | 1,064,949
| | Expenditures for segment assets       | 89,008   |  | 36,667    |       | -       |        | 125,675  
| |                                       |          |  |           |       |         |        |           |  |  |  |  | 



A reconciliation of segment data to consolidated data as of
			December 31, 2000, 1999 and 1998 is as follows:

|                                                    |           |  |                             |           |             |           | 2000 |           | 1999 |  | 1998
|--------------------------------------------------- | --------- |  | --------------------------- | --------- | ----------- | --------- | ---- | --------- | ---- |  | ----
|                                                    |           |  |                             |           |             |           |      |           |      |  |     
|Revenues                                            |           |  |                             |           |             |           |     
|Total revenues from external customers
						and    |           |  |                             |           |            
|intersegment revenues for reportable
						segments | $ 133,031 |  | $ 111,124                   |           | $ 186,677  
|Elimination of intersegment revenues                | (144)     |  | (324)                       |           | (432)      
|                                                    |           |  |                             |           |             |           |      |           |      |  |     
|                                                    |           |  | Total consolidated revenues | $ 132,887 |             | $ 110,800 |      | $ 186,245
|                                                    |           |  |                             |           |             |           |      |           |      |  |     
|Assets                                              |           |  |                             |           |             |           |      |           |     
|Total assets for reportable segments                | $ 961,931 |  | $ 1,026,902                 |           | $ 1,064,949
|Elimination of intersegment receivables             | (3,180)   |  | (1,899)                     |           | (2,683)    
|Elimination of investment in
						subsidiaries     | (280,629) |  | (294,424)                   |           | (293,029)  
|Other unallocated amounts                           | -         |  | -                           |           | (347)      
|                                                    |           |  |                             |           |             |           |      |           |      |  |     
|                                                    |           |  | Total consolidated assets   | $ 678,122 |             | $ 730,579 |      | $ 768,890
|                                                    |           |  |                             |           |             |           |      |           |      |  |     



For the years ended December 31, 2000, 1999 and 1998, revenues
			from one customer of the Company's North Sea segment represented
			approximately $13,401,000, $20,554,000 and $29,757,000, or 10%, 19%
			and 16%, respectively, of the Company's consolidated revenues.

> Pursuant to the terms of the indentures governing the Senior
> 				Notes, the Senior Notes must be guaranteed by each of the
> 				Company's "significant subsidiaries" (the
> 				"Subsidiary Guarantors"), whether such subsidiary was
> 				a "significant subsidiary" at the time of the issuance
> 				of the Senior Notes or becomes a "significant
> 				subsidiary" thereafter. Separate financial statements of
> 				the Subsidiary Guarantors are not included in this report
> 				because (a) the Company is a holding company with no assets or
> 				operations other than its investments in its subsidiaries, (b)
> 				the Subsidiary Guarantors are wholly-owned subsidiaries of the
> 				Company, comprise all of the Company's direct and indirect
> 				subsidiaries (other than inconsequential subsidiaries) and, on a
> 				consolidated basis, represent substantially all of the assets,
> 				liabilities, earnings and equity of the Company, (c) each of the
> 				Subsidiary Guarantors must fully and unconditionally guarantee
> 				the Company's obligations under the Senior Notes on a joint and
> 				several basis (subject to a standard fraudulent conveyance
> 				savings clause) and (d) management has determined that separate
> 				financial statements and disclosures concerning the Subsidiary
> 				Guarantors are not material to investors. During 1998, Trico
> 				Supply and its wholly-owned subsidiary, Trico Shipping, AS,
> 				executed guarantees of the Senior Notes that were deemed to be
> 				effective December 2, 1997.





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

 Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information concerning the Company's directors and officers
called for by this item will be included in the Company's definitive Proxy
Statement prepared in connection with the 2001 Annual Meeting of Stockholders
and is incorporated herein by reference.

Item 11. Executive Compensation

Information concerning the compensation of the Company's
executives called for by this item will be included in the Company's
definitive Proxy Statement prepared in connection with the 2001 Annual Meeting
of Stockholders and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and
Management

Information concerning security ownership of certain
beneficial owners and management called for by this item will be included in the
Company's definitive Proxy Statement prepared in connection with the 2001
Annual Meeting of Stockholders and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and related
transactions called for by this item will be included in the Company's
definitive Proxy Statement prepared in connection with the 2001 Annual Meeting
of Stockholders and is incorporated herein by reference.

PART IV

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

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

> (1) Financial Statements. Reference is made to Item 8 hereof.
> 
> 
> 				(2) Financial Statement Schedules
> Report of Independent Accountants on
> 						Financial Statement Schedule
> 						Schedule II -- Valuation and
> 						Qualifying Accounts
> (3) Exhibits. See Index to Exhibits on page E-1. The Company
> will furnish to any eligible stockholder, upon written request of such
> stockholder, a copy of any exhibit listed upon the payment of a reasonable fee
> equal to the Company's expenses in furnishing such exhibit.

(b) Reports on Form 8-K:

> On November 1, 2000, we filed a Form 8-K reporting under Item
> 5 our results for the quarter ended September 30, 2000.
> 
> 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: /s/ Thomas E. Fairley       Thomas E. Fairley
			       President and Chief Executive Officer
|Date: February 28, 2001 |                                                                                                  

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

|Signature                                            | Title                                                                                   | Date             
|---------------------------------------------------- | --------------------------------------------------------------------------------------- | -----------------
|/s/ Thomas E. FairleyThomas E. Fairley               | President, Chief Executive Officer and Director
			(Principal Executive Officer)        | February 28, 2001
|/s/ Ronald O. PalmerRonald O. Palmer                 | Chairman of the Board                                                                   | February 28, 2001
|/s/ Victor M. PerezVictor M. Perez                   | Vice President, Chief Financial Officer and Treasurer

 		(Principal Financial Officer) | February 28, 2001
|/s/ Kenneth W. BourgeoisKenneth W. Bourgeois         | Vice President and Controller  (Principal Accounting Officer)                           | February 28, 2001
|/s/ H. K. AcordH. K. Acord                           | Director                                                                                | February 28, 2001
|/s/ Benjamin F. BailarBenjamin F. Bailar             | Director                                                                                | February 28, 2001
|/s/ James C. Comis IIIJames C. Comis III             | Director                                                                                | February 28, 2001
|/s/ Edward C. Hutcheson, Jr.Edward C. Hutcheson, Jr. | Director                                                                                | February 28, 2001
|/s/ Joel V. StaffJoel V. Staff                       | Director                                                                                | February 28, 2001

> 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 16, 2001 included in Item 8 in this Annual Report on Form
10-K
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.

|                           | 
|-------------------------- | 
|PricewaterhouseCoopers LLP | 

> 

New Orleans, Louisiana
February 16, 2001

> Schedule II
> 
> 
> 
> TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
> 
> Valuation and Qualifying Accounts
> for the years ended December 31, 2000, 1999 and 1998
> (in thousands)
> 
> Column A
> 		Column B
> 		Column C
> 		Column C
> 		Column D
> 		Column EDescription
> 		Balance at beginning of period
> 		Charged (Credited) to costs and expenses
> 		Charged to other accounts
> 		Deductions
> 		Balance at end of period2000Deducted in balance sheet from accounts receivable:Allowance for doubtful accounts - trade
> 		$420
> 		-
> 		-
> 		$(236)
> 		$1841999Deducted in balance sheet from accounts receivable:Allowance for doubtful accounts - trade
> 		$691
> 		$(271)
> 		-
> 		-
> 		$4201998Deducted in balance sheet from
> 			accounts receivable:Allowance for doubtful accounts - trade
> 		$571
> 		$120
> 		-
> 		-
> 		$691TRICO MARINE SERVICES, INC.
> EXHIBIT INDEX
> 			EXHIBIT NUMBER
> 					
> 					SEQUENTIALLY NUMBERED PAGES3.1
> 					Amended and Restated Certificate of Incorporation of the Company (1)3.2
> 					Certificate of Amendment to the 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)10.1
> 					Form of Indemnity Agreement by and between the Company and each of the
> Company's directors (2)10.2
> 					Third Amended and Restated Revolving
> 	Credit Agreement dated as of July 19, 1999 by and among the Company, Trico
> 	Marine Operators, Inc., Trico Marine Assets, Inc., and Wells Fargo Bank, N.A.
> 	as agent for itself and the other lending institutions that may become party
> 	thereto from time to time in accordance with the terms thereof.(5)10.3
> 					First Amendment effective as of September 30, 1999 to the Third
> 	Amended and Restated Revolving Credit Agreement dated as of July 19, 1999 by
> 	and among the Company, Trico Marine Operators, Inc., Trico Marine Assets,
> 	Inc., and Wells Fargo Bank, N.A. as agent for itself and the other lending
> 	institutions that may become party thereto from time to time in accordance
> 	with the terms thereof. (6)10.4
> 					Second Amendment effective as of December 31, 1999 to the Third
> 	Amended and Restated Revolving Credit Agreement dated as of July 19, 1999 by
> 	and among the Company, Trico Marine Operators, Inc., Trico Marine Assets,
> 	Inc., and Wells Fargo Bank, N.A. as agent for itself and the other lending
> 	institutions that may become party thereto from time to time in accordance
> 	with the terms thereof.(8)10.5
> 					Loan Agreement dated as of June 23, 1998 between Saevik
> 	Shipping AS,
> 	Den Norske Bank ASA, as agent for itself and the other lending institutions
> 	that may become party thereto from time to time in accordance with the terms thereof.(7)10.6
> 					Third Amendment effective as of March 31, 2000 to the Third Amended
> 	and Restated Revolving Credit Agreement dated as of July 19, 1999 by and
> 	among the Company, Trico Marine Operators, Inc., Trico Marine Assets, Inc.,
> 	and Wells Fargo Bank, N.A. as agent for itself and the other lending
> 	institutions that may become party thereto from time to time in accordance
> 	with the terms thereof. (9)10.7
> 					Fourth Amendment effective as of August
> 	11, 2000 to the Third Amended and Restated Revolving Credit Agreement
> 	dated as of July 19, 1999 by and among the Company, Trico Marine
> 	Operators, Inc., Trico Marine Assets, Inc., and Wells Fargo Bank, N.A. as
> 	agent for itself and the other lending institutions that may become party
> 	thereto from time to time in accordance with the terms thereof. (10)10.8
> 					Purchase Agreement dated as of April 16, 1999 by and among the
> 	Company, Inverness/Phoenix Partners LP and Executive Capital Partners I LP. (5)10.9
> 					Stockholders' Agreement dated as of May 6, 1999 among the
> 	Company, Inverness/Phoenix Partners LP and Executive Capital Partners I LP. (5)10.10
> 					Loan Agreement dated as of April 18, 2000 between Trico Shipping AS
> 	and Den Norske Bank ASA, as agent for itself and Nedship Bank N.V.10.11
> 					Supplemental Agreement dated
> 						as of June 19,
> 						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.10.12
> 					Supplemental Agreement dated as of April 13, 2000 to the Loan Agreement
> 						dated as of June 23, 1998 between Saevik Shipping AS,
> 						Den Norske Bank ASA, as agent for itself and the other
> 						banking institutions that may became party thereto from
> 						time to time in accordance with the terms thereof.10.13
> 					Second Supplemental Agreement
> 						dated as of December 21, 2000 to the Loan Agreement
> 						dated as of June 23, 1998 between Saevik Shipping AS,
> 						Den Norske Bank ASA, as agent for itself and the other
> 						banking institutions that may became party thereto from
> 						time to time in accordance with the terms thereof.10.14
> 					The Company's 1996 Incentive Compensation Plan .(2)W10.15
> 					The Company's 1993 Stock Option Plan. (2)W10.16
> 					Form of Stock Option Agreement under the 1993 Stock
> 	Option Plan. (2)W10.17
> 					Form of Option Agreement under the 1996 Incentive Compensation Plan. (2)W10.18
> 					Form of Noncompetition, Nondisclosure and Severance Agreements between the
> 	Company and each of its Executive Officers. (2)W11.1
> 					Computation of Earnings Per Share.21.1
> 					Subsidiaries of the Company.23.1
> 					Consent of PricewaterhouseCoopers LLP._________________(1) Incorporated by reference to the Company's
> Current Report on Form 8-K dated July 21, 1997.
> (2) Incorporated by reference to the Company's
> Registration Statement on Form S-1 (Registration Statement
>  	No. 333-2990).
> 	(3)Incorporated by reference to the Company's
> 	Current Report on Form 8-K dated November 19, 1998.
> 	(4) Incorporated by reference to the Company's
> 	Registration Statement on Form 8-A filed on March 6, 1998.
> (5)Incorporated by reference to the Company's
> quarterly report on Form 10-Q filed on August 16, 1999 for the quarter ended June 30, 1999.
> (6)Incorporated by reference to the Company's
> quarterly report on Form 10-Q filed on November 12, 1999 for
>  	the quarter ended September 30, 1999.
> (7)Incorporated by reference to the Company's 1998
> Annual Report on Form 10-K dated March 26, 1999.
> (8)Incorporated by reference to the Company's 1999 Annual Report on Form 10-K dated
> March 27, 2000.
> 		(9) Incorporated by reference to the Company's
> 		Quarterly Report on Form 10-Q filed on May 12, 2000 for the
>  	quarter ended March 31, 2000.
> 		(10) Incorporated by reference to the Company's
> 		Quarterly Report on Form 10-Q filed on November 12, 2000 for the
>  	quarter ended September 30, 2000.
> 		WManagement Contract or Compensation Plan or
> 		Arrangement.