Exhibit 4.1



LOGO



LOGO



|                                                                         |  |                                                     |  |                                                      
|------------------------------------------------------------------------ |  | --------------------------------------------------- |  | -----------------------------------------------------
|NEW COMMON                                                               |  |                                                     |  |                                                      
|THIS CERTIFICATE IS TRANSFERABLE IN RIDGEFIELD PARK, NJ AND NEW YORK, NY |  | INCORPORATED UNDER THE LAWS OF THESTATE OF DELAWARE |  | SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 896106 20 0



THIS
CERTIFIES THAT





















IS THE OWNER OF



FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE PER
SHARE, OF



TRICO MARINE SERVICES, INC.

transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed or
accompanied by a proper assignment. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be endorsed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Corporation.



Dated:



|                                           |  |  |  |                                                                                        
|------------------------------------------ |  |  |  | ---------------------------------------------------------------------------------------
|                                           |  | 
|/s/ Thomas E. Fairley                      |  |  |  | COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR
|PRESIDENT AND CHIEF EXECUTIVE OFFICER      |  |  |  |                                                                                        
|                                           |  |  |  |                                                                                        
|                                           |  | 
|/s/ Trevor Turbidy                         |  |  |  | BY                                                                                     
|VICE PRESIDENT AND CHIEF FINANCIAL OFFICER |  |  |  | AUTHORIZED SIGNATURE                                                                   



AMERICAN BANK NOTE
COMPANY

711 ARMSTRONG LANE

COLUMBIA, TENNESSEE 38401

(931) 388-3003



/ ETHER 19 / LIVE JOBS / T/ TRICO 18569 FC



PRODUCTION COORDINATOR:VERONICA GLIATTI 931-490-1706

PROOF OF FEBRUARY 1, 2005

TRICO MARINE SERVICES, INC.

TSB 18569 FC

Operator:                Ron

New

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:  OK AS IS
 OK WITH CHANGES  MAKE CHANGES AND SEND ANOTHER PROOF

Colors Selected for Printing: Logo is in All-Outline EPS format; Prints in 100% Black. Intaglio prints in SC-7 Dark Blue.



COLOR: This proof was printed from a digital file or artwork on a graphics quality, color
laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the
dyes and printing ink.