SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                 Form 10-K

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

                        Commission File Number 0-28316

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

                  Delaware                            72-1252405
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
       incorporation or organization)

              610 Palm Street                           70364
              Houma, Louisiana                        (Zip Code)
  (Address of principal executive offices)

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

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

                                     None

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

                   Common Stock, $0.01 par value per share


      Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.  Yes /x/
No /  /

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

      The aggregate market value of the voting stock held by non-
affiliates (affiliates being directors, executive officers and holders
of more than 5% of the Company's common stock) of the Registrant at
March 3, 1997 was approximately $301,595,000.

      The number of shares of the Registrant's common stock, $0.01 par
value per share, outstanding at March 3, 1997 was 7,766,864.

                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's Proxy Statement for its 1997 Annual
Meeting of stockholders have been incorporated by reference into Part
III of this Form 10-K.
<PAGE>
                      
                      TRICO MARINE SERVICES, INC.
                     ANNUAL REPORT ON FORM 10-K FOR
                THE FISCAL YEAR ENDED DECEMBER 31, 1996

                           TABLE OF CONTENTS

PAGE

PART  I...................................................................... 1

      Items 1 and 2.Business and Properties.................................. 1
      Item 3.     Legal Proceedings.......................................... 7
      Item 4.     Submission of Matters To a Vote Of Security Holders........ 8
      Item 4A.    Executive Officers of The Registrant....................... 8

PART II.....................................................................  9

      Item 5.     Market  for  Registrant's  Common  Stock  and  Related
                  Stockholder Matters.......................................  9
      Item 6.     Selected Financial Data................................... 10
      Item 7.     Management's  Discussion  and  Analysis  of  Financial
                  Condition and Results of Operations....................... 11
      Item 8.     Financial Statements and Supplementary Data............... 16
      Item 9.     Changes  in  and  Disagreements  With  Accountants  on
                  Accounting and Financial Disclosure....................... 31

Part III.................................................................... 31

      Item 10.    Directors and Executive Officers of the Registrant........ 31
      Item 11.    Executive Compensation.................................... 31
      Item 12.    Security Ownership of Certain Beneficial  Owners
                  and Management............................................ 31
      Item 13.    Certain  Relationships  and Related Transactions.......... 31
      Item. 14.   Exhibits, Financial Statement Schedules and Reports 
                  on Form 8-K............................................... 31

SIGNATURES.................................................................. 32

FINANCIAL STATEMENT SCHEDULE............................................... S-1

EXHIBIT INDEX.............................................................. E-1

<PAGE>  1

PART  I

Items 1 and 2.      Business and Properties

General

      Trico Marine Services, Inc. ("Trico" or the  "Company") provides a
broad range of marine support services to companies  in  the oil and gas
industry  conducting  offshore  exploration, production and construction
operations.  The Company is a leading operator of support vessels in the
Gulf  of  Mexico  (the  "Gulf")  and conducts  international  operations
offshore Brazil.  During 1996 Trico  acquired  18  supply  boats and, in
January  1997, acquired an additional five supply boats and one  utility
boat.  As  a  result,  Trico  is  now the second largest owner of supply
boats  operating  in the Gulf and has  a  total  fleet  of  70  vessels,
including 39 supply  boats,  six  lift boats, 15 crew boats and ten line
handling and untility boats.  In January  1997, the Company also entered
into a definitive agreement to acquire two  additional  supply  boats in
the  second  quarter  of  1997.  The Company believes that the increased
size of its supply boat fleet  will  enable it to take further advantage
of current levels of supply boat day rates  and utilization in the Gulf.
The Company's average supply boat day rate during  1996  was  $4,917,  a
60.7%  increase  over the 1995 average rate of $3,060, while the average
utilization  rate  increased   to   94%  from  78%.   See  "Management's
Discussion  and  Analysis  of  Financial   Condition   and   Results  of
Operations."   The  Company's strategy is to enhance its position  as  a
leading supplier of marine  support  services  in  the  Gulf by pursuing
additional opportunities to acquire vessel fleets or single  vessels and
diversifying into other international markets where management  believes
growth opportunities exist.

      All  of Trico's vessels are located in the Gulf with the exception
of the nine  line  handling  boats that operate under long-term charters
offshore Brazil.  The services  provided  by  Trico's  diversified fleet
include  transportation  of  drilling materials, supplies and  crews  to
offshore  facilities and support  for  the  construction,  installation,
maintenance  and  removal  of  those  facilities.   Trico has focused on
providing high quality, responsive service while maintaining  a low cost
structure.   The  Company  believes  the  quality  of  its fleet and the
strength of its experienced management team have allowed  the Company to
develop and maintain long-term customer relationships.

The Industry

      Marine support vessels are primarily used to transport  personnel,
equipment  and supplies to drilling rigs and to support the construction
and ongoing operation of offshore oil and gas production platforms.  The
principal services  provided  are the transportation of equipment, fuel,
water and supplies to offshore facilities; transfer of personnel between
shore bases and offshore facilities;  provision  of  work  platforms and
cranes  for offshore construction and towing services for drilling  rigs
and platforms.   The  principal types of vessels operated by the Company
and its competitors can be summarized as follows:

      Supply Boats.  Supply  boats  are  generally  at least 150 feet in
length and 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.   Accordingly,  supply  boats  which have
large liquid mud and dry bulk cement capacities, as well as large  areas
of  open deck space, are generally in higher demand than vessels without
those    capabilities.    However,   other   characteristics   such   as
maneuverability,   fuel   efficiency,   anchor   handling   ability  and
firefighting  capacity  may  also be in demand in certain circumstances.
The Company's supply boats range from 165 feet to 220 feet in length.

      Crew Boats.  Crew boats  are generally at least 100 feet in length
and are chartered principally for  the  transportation  of personnel and
light  cargo,  including  food  and  supplies,  to  and among production
platforms, rigs and other offshore installations.  These  boats  can  be
chartered  together with supply boats as support vessels for drilling or
construction  operations,  and  also  can  be chartered on a stand-alone
basis  to  support  the  various  requirements  of  offshore  production
platforms.  Crew boats are constructed from aluminum,  and  as  a result
generally  have  useful lives beyond those of steel-hulled supply boats.
Crew  boats  also  provide  a  cost-effective  alternative  to  airborne
transportation services, and can operate reliably in virtually all types
of weather conditions.   Generally,  utilization  and day rates for crew
boats are more stable than those of other types of  vessels because crew
boats  are  typically used to provide services for production  platforms
and construction  projects,  as  well  as  for  exploration and drilling
activities.   The majority of the Company's crew boats  are  the  larger
120-foot vessels.

<PAGE>  2

      Lift Boats.   Lift  boats  are  self-propelled, self-elevating and
self-contained  vessels that can efficiently  assist  offshore  platform
construction and  well  servicing tasks that traditionally have required
the use of larger, more expensive,  mobile  offshore  drilling  units or
derrick  barges.   For  example, lift boats can dismantle offshore rigs,
set production facilities  and  handle  a  variety of tasks for existing
platform upgrade work.  These boats have also  been used successfully as
the main work platform for applications such as  diving  and  salvaging,
and  have  been  used  as  an adjacent support platform for applications
ranging  from  crew  accommodations   to   full  workovers  on  existing
platforms.   Historically,  lift  boats command  higher  day  rates  but
experience lower average utilization  rates than other classes of marine
support vessels.  Lift boats have different water depth capacities, with
leg lengths ranging from 65 to 200 feet.   The Company's lift boats have
leg lengths ranging from 130 to 170 feet, enabling  them  to  operate in
water depths where the majority of the offshore structures currently  in
the Gulf are located.

      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.

      There has been  minimal  new construction of offshore supply boats
since  the  early  1980s,  resulting  in  substantial  worldwide  vessel
attrition over the past ten  years  as  vessels  have reached the end of
their useful lives.  The number of offshore supply  boats  available for
service in the Gulf decreased from a peak of approximately 700  in  1985
to  approximately  290  at the end of 1996.  During the same period, the
number of companies operating  supply  boats  of  at  least  150 feet in
length  decreased  from  approximately  80  to  17.   Recently, however,
several of the Company's competitors have begun to build new specialized
supply  boats greater than 200 feet in length and, in some  cases,  have
remobilized  vessels  from  overseas locations.  Although vessels may be
remobilized to the Gulf or converted  from  alternative uses, management
believes that existing U.S. government regulations,  mobilization  costs
and  overseas  opportunities  will limit the number of supply boats that
are capable of returning to the  Gulf  from  overseas in the foreseeable
future.   However,  any  new  construction or redeployment  of  existing
vessels  to  the  Company's  markets   could   increase  the  levels  of
competition within this vessel class.

      While  marine  support  vessels  service  existing   oil  and  gas
production platforms as well as exploration and development  activities,
incremental  vessel demand depends primarily upon the level of  drilling
activity, which  in  turn  is  related  to both short-term and long-term
trends in oil and gas prices.  As a result,  utilization  and  day rates
generally correlate to oil and gas prices.  The Company's operations are
concentrated  in  the  Gulf,  which  is  one  of the largest natural gas
production areas in the United States.  Natural  gas  currently accounts
for approximately 70% of all hydrocarbon production in  the Gulf, and as
a result, activity in this region is highly dependent upon  natural  gas
prices.

      Offshore   exploration   and  production  activity  in  Brazil  is
concentrated in the deep water Campos  Basin,  located  60  to 100 miles
from the Brazilian coast.  Over 50 fields have been discovered  in  this
Basin,  including  an  estimated  600  producing  offshore oil wells.  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  and  to  the  northeastern  and  northern
continental shelves.  The Company believes that the establishment by the
Brazilian government of national  requirements  for  self-sufficiency in
oil  production  should  ensure  that the high level of exploration  and
production activity of Petrobras,  the  Brazilian  national oil company,
will continue.  The Brazilian government's intention  to  allow  foreign
participation  in such exploration and production should also result  in
additional activity.

<PAGE>  3

The Company's Fleet

      Set forth  below  is  the  Company's  internal  allocation  of its
charter  revenues  and  charter  revenues less direct operating expenses
among vessel classes for each of the periods indicated.

                                       Year ended December 31,
                                __________________________________________
Charter Revenues:                1996    %     1995    %      1994     %
                                ______ ______ _______ ______ _______ ______
   Supply boats                $35,723   67%  $13,868   52%  $13,753   47%
   Crew and line-handling boats  9,733   18%    7,735   29%    9,198   32%
   Lift boats                    7,986   15%    5,054   19%    5,944   21%
                               _______ ______ _______ ______ ________ ______
                               $53,442  100%  $26,657  100%  $28,895  100%
                               ======= ====== ======= ====== ======== ====== 
Charter Revenues less direct
vessel operating expenses:
   Supply boats                $23,481   80%  $  6,599  68%  $ 6,570   56%
   Crew and line-handling boats  2,645    9%     1,945  20%    2,679   23%
   Lift boats                    3,166   11%     1,125  12%    2,481   21%
                               ________ ______ _______ _____  _______ ______ 
                               $29,292  100%  $  9,669 100%  $11,730  100%
                               ======== ====== ======= ===== ======== ======

      The following table sets forth  information  regarding the vessels
owned by the Company as of March 1, 1997:

                                                                  Horse
Supply Boats:                                         Length      Power
_____________                                        ________  _________

Elkhorn River (1)                                      220'       3000
Stones River                                           220'       3000
Roe River                                              211'       4300
Cedar River                                            195'       2550
Oak River                                              195'       4000
York River                                             192'       2250
Big Horn River                                         191'       4000
Cane River                                             190'       2200
Hudson River                                           190'       2500
James River                                            190'       2200
Red River                                              187'       2250
Pearl River                                            187'       2250
Flint River                                            187'       2250
Buffalo River                                          185'       2400
Rain River                                             185'       2200
Elm River                                              185'       3000
Rush River                                             185'       3000
Leigh River                                            185'       2700
Miami River                                            181'       2200
Savannah River                                         181'       2200
Maple River                                            180'       2200
Carson River (1)                                       180'       2700
Charles River                                          180'       2200
East River                                             180'       2700
Diamond River (1)                                      180'       1950
Madison River (1)                                      180'       2700
Manatee River                                          180'       2200
Powder River                                           180'       2200
Salem River (1)                                        180'       1950

<PAGE> 4
                                                                 Horse
Supply Boats:                                        Length      Power
_____________                                        ______      ______

Southern River                                         180'       3400
Sun River                                              180'       3500
Truckee River                                          180'       2200
Wolf River                                             180'       2200
White River                                            180'       3500
Ruby River                                             180'       2200
Big Blue River                                         180'       2200
Fall River                                             170'       2200
Llano River                                            170'       2200
Amite River                                            166'       1800

                                                      
                                                                 Horse
Crew Boats:                                           Length     Power
____________                                         ________   _______ 

Cimarron River                                         125'       2700
Battle River                                           120'       2700
Colorado River                                         120'       2700
Concord River                                          120'       2700
Firehole River                                         120'       2700
Fox River                                              120'       2293
Green River                                            120'       2293
Platte River                                           120'       2700
Ramzi River                                            120'       2700
Snake River                                            120'       2700
Whisky River                                           110'       2700
Cumberland River                                       110'       2700
Wabash River                                           105'       2025
Freedom River                                          105'       2025
American River                                         100'       2025

                                                                  Leg
Lift Boats:                                                     Length
_____________                                                   ________

Gulf Island I                                                     170'
Gulf Island VIII                                                  170'
Gulf Island VII                                                   145'
Gulf Island IX                                                    145'
Power V                                                           135'
Gulf Island III                                                   130'

                                                                 Horse
Line Handling Boats (2):                              Length     Power
_________________________                             _______   ________

Silver River                                           125'       1500
Red Fox                                                116'       1200
Quinn River (1)                                        115'       1200
Alliance Trader                                        110'       1200
Alliance Tempest                                       110'       1200
Fernanda M                                             110'       1200
Jesse O                                                110'       1200
Amazon River                                           110'       1450
Parana River                                           110'       1450
Walker I (3)                                           105'       1350

<PAGE>  5
_________________

  (1) Acquired  by  the  Company in January 1997.  The Elkhorn River,  a
      180-foot supply boat,  is  being refurbished and lengthened to 220
      feet and will be equipped with  added  bulk capacity.  The Company
      expects  the  vessel  to  be available for service  in  the  third
      quarter of 1997.

  (2) All line handling boats, except the Quinn River untility boat, are
      located  in  Brazil  and operate  under  long-term  charters  with
      Petrobras.
  (3) The Walker I is owned  by  the Company's 40%-owned, unconsolidated
      Brazilian affiliate.

      In 1996, the Company was the  successful  bidder for a contract to
build  and operate an advanced "small water area twin  hull"  crew  boat
(the "SWATH  vessel")  which  will  be  used  to  transport  up  to  250
passengers  to  offshore platforms for Petrobras, the Brazilian national
oil company, under  a  five  year contract.  After successful model tank
tests, construction on the SWATH  vessel  began  in  October  1996  with
operations expected to commence in the first quarter of 1998.

      All  of  the  Company's  lift boats are managed by Power Offshore,
Inc. ("Power Offshore"), a leading  operator  of lift boats in the Gulf,
pursuant to a management agreement that expires  in  March  1999.  Power
Offshore  receives  a  management fee of 10% of the lift boats'  monthly
gross income and is eligible  to  receive  an  incentive  fee based on a
percentage  of  the lift boats' net operating income.  Total  management
and incentive fees  paid to Power Offshore cannot exceed 13% of the lift
boats' gross monthly  income.  The Company is also required to reimburse
Power Offshore for all  operating  expenses  relating to the lift boats,
excluding marketing, general and administrative, and insurance expenses.
In addition, Power Offshore has a right of first  refusal if the Company
intends to sell any of the lift boats that are managed by Power Offshore
to a third party.

      The  Company  incurs routine drydock inspection,  maintenance  and
repair costs under U.S. Coast Guard Regulations and to maintain American
Bureau of Shipping ("ABS")  certification  for its vessels.  In addition
to complying with these requirements, the Company  has  implemented  its
own  comprehensive  vessel maintenance program which management believes
will  help  Trico  to  continue  to  provide  its  customers  with  well
maintained, reliable vessels.   The  Company incurred approximately $2.3
million  in  drydocking  and  marine  inspection   costs   in  1996  and
approximately $2.1 million in 1995.

Properties

      The  Company leases a 2.0 acre site for its corporate offices  and
operating base  in  Houma,  Louisiana  and a 1,400 square foot office in
Houston, Texas.  In December 1996, the Company acquired for $1.5 million
a 62.5 acre docking and maintenance facility in Houma, Louisiana located
on the intercoastal waterway that provides  direct  access  to the Gulf.
The Company will relocate its Houma operations to this facility  in  the
second quarter of 1997.

Customers, Charter Terms and Completion

      The  Company  has  entered  into  master  service  agreements with
approximately  140 of its customers, including a majority of  the  major
and independent  oil  companies  operating in the Gulf.  The majority of
the Company's charters in the Gulf are short-term contracts (60-90 days)
or spot contracts (less than 30 days)  and all 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. Recently,  several  of the Company's
customers  have  expressed  increased interest in longer term  contracts
(over six months), and the Company  has  entered  into  several charters
ranging  from  six months to three years.  All of the Company's  vessels
that operate in Brazil do so pursuant to two to five year contracts.

      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 upon the
level  of  exploration  and  development   activities  undertaken  by  a
particular customer, the availability and suitability  of  the Company's
vessels  for the customer's projects, and other factors, many  of  which
are beyond  the  Company's  control.  For the fiscal year ended December
31,  1995,  approximately  14% of  the  Company's  total  revenues  were
received from Vastar Resources,  Inc.  and approximately 11% from Unocal
Corporation  and  for  the  fiscal  year  ended   December   31,   1996,
approximately  10%  of  the  Company's total revenues were received from
Vastar Resources, Inc.

<PAGE>  6

Competition

      The Company's business is  highly competitive.  Competition in the
marine support services industry primarily  involves factors such as (i)
price, service and reputation of vessel operators  and  crews  and  (ii)
availability  and  quality of vessels of the type and size needed by the
customer.  In the Gulf,  the  Company competes with both large and small
companies.  Although some of the  Company's  principal  competitors  are
larger  and  have greater financial resources, the Company believes that
its  operating   capabilities   and  reputation  enable  it  to  compete
effectively  with other fleets in  the  markets  in  which  the  Company
operates.   Certain  of  the  Company's  competitors  are  building  new
specialized supply  boats  greater  than  200 feet in length, crew boats
greater  than  120 feet in length and lift boats  with  leg  lengths  in
excess of 200 feet.   Continued  new  construction of these boats by the
Company's competitors and redeployment  of  existing vessels to the Gulf
could increase levels of competition within these vessel classes.


Regulation

      The Company's operations are materially affected by federal, state
and local regulation, as well as certain international  conventions  and
private  industry organizations.  These regulations govern worker health
and safety  and the manning, construction and operation of vessels.  For
example, the  Company  is  subject to the jurisdiction of the U.S. Coast
Guard,  the  National Transportation  Safety  Board,  the  U.S.  Customs
Service and the  Maritime  Administration  of  the  U.S.  Department  of
Transportation,  as  well  as private industry organizations such as the
American  Bureau  of Shipping.   These  organizations  establish  safety
criteria  and  are  authorized   to  investigate  vessel  accidents  and
recommend improved safety standards.

      The U.S. Coast Guard regulates  and  enforces  various  aspects of
marine    offshore    vessel   operations,   such   as   classification,
certification,  routes,   drydocking  intervals,  manning  requirements,
tonnage requirements and restrictions,  hull  and  shafting requirements
and vessel documentation.  Coast Guard regulations require  that each of
the Company's vessels be drydocked for inspection at least twice  within
a  five-year  period.   The  Company believes it is in compliance in all
material respects with all U.S. 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 the Company
should fail to comply with these requirements, during the period of such
noncompliance  it  would  not be permitted  to  continue  operating  its
vessels in coastwise trade.

      The Company's 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 which  are  analogous  to  the Clean Water Act and also
require remediation of accidental releases of  petroleum  in  reportable
quantities.   The  Company's vessels routinely transport diesel fuel  to
offshore rigs and platforms,  and  also  carry diesel fuel for their own
use.  The Company's 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.

<PAGE>  7

      RCRA  regulates  the  generation,  transportation,   storage   and
disposal  of  onshore  hazardous  and non-hazardous wastes, and requires
states to develop programs to ensure  the  safe disposal of wastes.  The
Company generates non-hazardous wastes and small quantities of hazardous
wastes in connection with routine operations,  and  management  believes
that  all  of  the  wastes  that  the  Company  generates 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 the Company handles hazardous substances in the ordinary course
of business, the Company's management is  not  aware  of  any  hazardous
substance contamination for which it may be liable.

      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.  The Company
currently owns and operates 13 vessels over 300  gross  tons,  for which
satisfactory  evidence of financial responsibility has been provided  to
the U.S. Coast Guard.

      The Company  believes it is in compliance in all material respects
with all applicable  environmental  laws  and regulations to which it is
subject.  Moreover, operation of Company vessels in foreign territories,
such as the nine line handling vessels which  are  operating under long-
term  charters  offshore  Brazil,  are  potentially subject  to  similar
regulatory controls concerning environmental  protection.   The  Company
believes that compliance with any existing environmental requirements of
foreign  governmental  bodies  will  not materially affect the Company's
capital expenditures, earnings, cash flows or competitive position.

Insurance

      The  operation  of the Company's 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 Company vessels and cargo.
The Company maintains insurance coverage against certain of these risks,
which management considers to be customary in the industry.  The Company
believes that its insurance coverage is adequate and the Company has not
experienced a loss in excess of its policy limits; however, there can be
no assurance  that  the  Company  will  be  able  to  maintain  adequate
insurance  at  rates which management considers commercially reasonable,
nor can there be  any  assurance such coverage will be adequate to cover
all claims that may arise.

Employees

      As of March 1, 1997,  the Company had approximately 550 employees,
including approximately 510 operating  personnel  and  approximately  40
corporate, administrative and management personnel.  These employees are
not   unionized  or  employed  pursuant  to  any  collective  bargaining
agreement   or  any  similar  arrangement.   The  Company  believes  its
relationship with its employees is satisfactory.

Item 3.      Legal Proceedings

      The Company  is  involved  in  various legal and other proceedings
which  are  incidental  to the conduct of  its  business.   The  Company
believes that none of these  proceedings, if adversely determined, would
have a material adverse effect  on  its  financial condition, results of
operations or cash flows.

<PAGE>  8

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 March 1, 1997 are as follows:

           Name                Age              Position
        _________           ________          ___________

    Thomas E. Fairley          49       Chairman of the Board, President and
                                        Chief Executive Officer

    Ronald  O.  Palmer         50       Executive  Vice President, Director


    Victor M. Perez            44       Vice President, Chief Financial 
                                        Officer and Treasurer

    Kenneth W. Bourgeois       49       Vice President and  Controller

    Michael  D.  Cain          48       Vice President, Marketing

    Thomas E. Fairley, who co-founded the Company's predecessor with Mr.
Palmer in 1980, has been Chairman of  the  Board  and  President  of the
Company  since  October 1993.  From 1978 to 1980, Mr. Fairley served  as
Vice President of Trans Marine International ("TMI"), an offshore marine
service company and  wholly-owned subsidiary of GATX Leasing Corporation
("GATX Leasing").  From  1975  to  1978,  Mr.  Fairley served as General
Manager of International Logistics, Inc. ("ILI"),  a  company engaged in
the offshore marine industry.  For more than five years prior to joining
ILI, Mr. Fairley held various positions with Petrol Marine  Company,  an
offshore marine service company.

    Ronald  O.  Palmer  has been a director of the Company since October
1993  and Executive Vice President  since  February  1995.   Mr.  Palmer
joined  Mr.  Fairley  in  founding the Company's predecessor in 1980 and
served as Vice President, Treasurer,  and  Chief Financial Officer until
February  1995.   From 1974 to 1980, Mr. Palmer  was  employed  by  GATX
Leasing where he was  responsible  for the marketing of financial leases
for industrial and marine equipment in eight southwestern states and all
marine activity of TMI in the Gulf.

    Victor  M.  Perez  has  served as Vice  President,  Chief  Financial
Officer and Treasurer of the  Company since February 1995.  From 1990 to
1995, Mr. Perez served as Senior  Vice  President--Corporate  Finance of
Offshore Pipelines, Inc.  Mr. Perez was Vice President--Investments  for
Graham  Resources,  Inc.,  from  August  1987  to  October 1990 and from
January 1976 to August 1987 served as a Vice President  with  InterFirst
Bank Dallas in its international and energy banking group.

    Kenneth W. Bourgeois has served as the Company's Vice President  and
Controller  since October 1993.  Mr. Bourgeois also served as Controller
of the Company's  predecessor  from December 1981 to October 1993.  From
1972 to December 1981, Mr. Bourgeois  worked  for George Engine Company,
Inc.,   where   he  held  the  position  of  Assistant  Controller   and
subsequently, Director  of  Internal  Auditing.   From 1969 to 1972, Mr.
Bourgeois  was employed by Price Waterhouse & Co.  Mr.  Bourgeois  is  a
Certified Public Accountant.

    Michael  D.  Cain  has  served  as  the  Company's  Vice President--
Marketing  since February 1993.  From 1986 to 1993, Mr. Cain  served  as
Marketing Manager  for  the  Company's  predecessor.  Prior to 1986, Mr.
Cain served in the same capacity for Seahorse,  Inc., an offshore marine
services company.

<PAGE>  9
                                   PART II

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

      The Company's Common stock is listed for quotation  on  the Nasdaq
National Market under the symbol "TMAR".  At March 3, 1997, the  Company
had 21 holders of record of common Stock.

      The  following  table sets forth the range of high and low closing
bid prices of the Company's  Common  Stock  as  reported  by  the Nasdaq
National  Market for the quarters indicated since the Company's  initial
public offering in May of 1996.

                                                        High         Low
                                                       ______      ______
      1996
      Second  quarter  (commencing May 16, 1996)       $ 23 1/2    $ 19 3/4
      Third quarter                                      30 1/2      21 1/4
      Fourth quarter                                     50          29 1/2

      1997
      First quarter (through March 7, 1997)           $ 55 3/8    $  35 3/4

      The  Company  has  never  paid cash dividends on its Common Stock.
The Company intends to retain any  future  earnings  otherwise available
for cash dividends on its Common Stock for use in its operations and for
expansion and does not anticipate that any cash dividends  will  be paid
in the foreseeable future.

<PAGE>  10

Item 6.  Selected Financial Data

      The  following  table  sets  forth selected financial data for the
dates and periods indicated.  The financial  information for each of the
years ended December 31, 1996, 1995 and 1994 and  the  two  month period
ended December 31, 1993 and as of December 31, 1996, 1995, 1994 and 1993
is derived from the Company's audited consolidated financial  statements
and  notes thereto.  The financial information for the ten month  period
ending  October 28,  1993  and the year ended December 31, 1992 reflects
operating results for the vessels  acquired by the Company from Chrysler
Capital  Corporation ("Chrysler") in  October  1993.   This  information
should be read in conjunction with the consolidated financial statements
and notes  thereto  included  elsewhere in this report and "Management's
Discussion  and  Analysis  of  Financial   Condition   and   Results  of
Operations."

<TABLE>
<CAPTION>
                                                Year ended December 31,
                              ____________________________________________________________________
                                                                 Two          Ten
                                                               months        months
                                                                ended        ended
                                                             December 31,  October 28,
                               1996       1995       1994      1993(1)      1993(1)     1992<F1>
                             ________  _________  ________  ____________  ____________ ___________
                                     (Financial data in thousands, except per share amounts)
<S>                         <S>        <C>        <C>          <C>          <C>          <C>
Statement of Operations Data:
Revenues                    $  53,484  $ 26,698   $ 29,034     $  6,145     $ 26,871     $ 17,988
Direct operating expenses      29,894    21,972     21,476        3,553       19,974       16,164
Revenues less direct            ---       ---        ---           ---     ___________  ___________
  operating expenses                                                        $  6,897     $  1,824
Depreciation                    4,478     2,740      2,786          502    ===========  =========== 
                            _________ _________  _________  ___________
Operating income            $  19,112  $  1,986   $  4,772     $  2,090
                            ========= =========  =========  ===========
Income (loss) before 
  extraordinary item           10,891    (1,299)       486          846
Extraordinary item net of
  taxes                         (917)       ---      ---            ---
                           __________ _________  _________  ___________
Net income (loss)           $  9,974   $ (1,299)  $    486     $    846
                           ========== =========  =========  ===========         
Per Share Data:
Income (loss) before       $   1.76    $  (0.43)  $   0.16     $   0.28
  extraordinary item                
Extraordinary item, net 
  of tax                      (0.15)        ---      ---          ---
                           _________  __________ _________  ____________
Net income (loss)          $   1.61    $  (0.43)  $   0.16     $   0.28
                           =========  ========== =========  ============        
Balance Sheet Data:
Working capital (deficit)  $ 10,073    $   (844)  $  1,550     $ (2,704)
Property and equipment,            
  net                      $119,142    $ 39,264   $ 38,508     $ 45,191
Total assets                143,355      52,113     51,419     $ 55,207
Long term debt             $ 21,000    $ 36,780   $ 35,452     $ 37,560
Stockholder's equity       $103,980    $  5,712   $  7,002     $  6,450
                          
__________________________

(1)   Reflects  the historical results of operations of the Company  for
      the two months  ended December 31, 1993 and the historical results
      of operations for  the  vessels  acquired from Chrysler on October
      29, 1993, for the ten months ended  October  28,  1993 and for the
      year   ended   December   31,  1992.   Accordingly,  depreciation,
      operating income and net income are not presented for such vessels
      because such items would be  based  on  Chrysler's historical cost
      and borrowings and are not relevant to the  ongoing results of the
      Company.
</TABLE>
<PAGE> 11

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

General

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

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

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

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

<PAGE>  12

Results of Operations

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


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

Comparison of Year Ended  1996 to Year Ended 1995

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

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

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

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

<PAGE>  13

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

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

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

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

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

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

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

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

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

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

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

<PAGE>  14

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

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

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

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

Liquidity and Capital Resources

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

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

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

<PAGE>  15

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

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

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

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

<PAGE>   16

Item 8.     Financial Statements and Supplementary Data

Index to Consolidated Financial Statements                                Page

      Report of Independent Accountants....................................17
      Consolidated Balance Sheet as of December 31, 1996 and 1995..........18
      Consolidated Statement of Operations for the Years Ended  December
       1996, 1995 and 1994.................................................19
      Consolidated Statement of Stockholders' Equity for the Years
            Ended December 31, 1996, 1995 and 1994.........................20
      Consolidated  Statement  of  Cash  Flows for the Years Ended
            December 31, 1996, 1995 and 1994...............................21
      Notes to Consolidated Financial Statements...........................22

                      
<PAGE> 17                     
                      REPORT OF INDEPENDENT ACCOUNTANTS

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

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

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

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

COOPERS & LYBRAND L.L.P.


New Orleans, Louisiana
February 12, 1997

<PAGE> 18

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
December 31, 1996 and 1995

(Dollars in thousands)
                                    ASSETS                   1996       1995
Current assets:
   Cash and cash equivalents                               $ 1,047    $ 1,117
   Accounts receivable, net                                 17,409      7,417
   Prepaid expenses and other current assets                   591        156
                                                           ________   _______
      Total current assets                                  19,047      8,690

Property and equipment, at cost:
   Land and buildings                                        1,565        -
   Marine vessels                                          120,403     44,257
   Construction-in-progress                                  7,135        346
   Transportation and other                                    853        856
                                                         ___________ _________
                                                           129,956     45,459
Less accumulated depreciation and amortization              10,814      6,195
                                                          __________ _________
      Net property and equipment                           119,142     39,264
                                                          __________ _________
Other assets                                                 5,166      4,159
                                                          __________ _________
                                                          $143,355    $52,113
                                                          ========== =========
                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                        $ 5,162    $ 3,656
   Accrued expenses                                          3,812      2,878
   Current portion of long-term debt                             -      3,000
                                                          __________ _________
      Total current liabilities                              8,974      9,534
                                                          __________ _________
Long-term debt                                              21,000     23,695
Subordinated debt and accrued interest thereon                   -     13,085
Deferred income taxes                                        9,401         87
                                                          _________  _________
      Total liabilities                                     39,375     46,401

Commitments and contingencies

Stockholders' equity:
   Common stock, $.01 par value, 15,000,000 
     shares authorized, issued 7,836,996 and
     3,123,358 shares, outstanding 7,764,964  
     and 3,051,326 shares at December 31, 1996 
     and 1995, respectively                                     78          31
   Additional paid-in capital                               93,896       5,649
   Retained earnings                                        10,007          33
   Treasury stock, at par value, 72,032 shares  
     at  December 31,1996 and 1995, respectively                (1)         (1)
                                                          ___________  ________
      Total stockholders' equity                           103,980       5,712
                                                          ___________  ________
                                                           $143,355    $52,113
                                                          =========== =========

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

<PAGE>  19

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

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

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

                                                 1996        1995       1994
Revenues:
   Charter Fees                                $53,442     $26,657    $ 28,895
   Other vessel income                              42          41         139
                                               ________   _________   ________
      Total revenues                            53,484      26,698      29,034
                                               ________  __________  _________
Operating expenses:
   Direct vessel operating expenses             24,150      16,988      17,165
   General and administrative                    3,277       2,509       2,057
   Amortization of marine inspection costs       2,158       1,930       1,490
   Other                                           309         545         764
                                               _________ ____________ _________
      Total operating expenses                  29,894      21,972      21,476

Depreciation expense                             4,478       2,740       2,786
                                              __________ ___________  _________
Operating income                                19,112       1,986       4,772

Interest expense                                 2,282       3,850       3,767
Amortization of deferred financing costs           263         381         344
Gain on sales of assets                            (59)       (244)         -
Other income, net                                  (79)        (32)        (51)
                                              __________ ___________ __________
Income (loss) before income taxes               16,705      (1,969)        712

Income tax expense (benefit)                     5,814        (670)        226
                                              __________ ___________ __________
Income (loss) before extraordinary item         10,891      (1,299)        486
Extraordinary item, net of taxes                 (917)          -           -
                                              __________ ___________ __________
Net income (loss)                              $9,974      $(1,299)    $   486
                                              ========== =========== ==========
Weighted average common shares outstanding  6,190,451    3,050,521   3,010,285
                                            ============ =========== ==========
Primary and fully diluted earnings per share:
   Income (loss) before extraordinary item       1.76        (0.43)       0.16
   Extraordinary item, net of tax               (0.15)           -          -
                                            ____________ ___________ __________
Net income (loss) per average common 
   share outstanding                            $1.61       $(0.43)    $  0.16
                                            ============ =========== ==========

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

<PAGE>  20

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

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

(Dollars in thousands)

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

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

   Net income                         -        -         -      486        -         -
                              _________ _________ _________ _________ ________ _________
Balance, December 31, 1994    3,118,775       31     5,640    1,332    72,032       (1)

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

   Net loss                           -        -         -   (1,299)        -        -
                              _________ _________ _________ _________ ________ _________
Balance, December 31, 1994    3,123,358       31     5,649       33    72,032       (1)

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

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

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

   Net income                         -        -         -    9,974         -        -
                              _________ _________ _________ _________ ________ _________
Balance, December 31, 1996    7,836,996 $     78   $93,896  $10,007    72,032   $   (1)
                              ========= ========= ========= ========= ======== ==========
Share amounts have been adjusted to reflect a 3.0253-for-1  common stock
split effective April 26, 1996.

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

<PAGE>  21

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

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

(Dollars in thousands)


<TABLE>
<CAPTION>
                                                1996         1995        1994

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

   Depreciation and amortization                6,899        5,051       4,620
   Deferred income taxes                        3,811         (670)        577
   Interest on subordinated debt                  461        1,117       1,009
   Extraordinary item                           1,411           -            -
   Gain on sales of assets                        (59)        (244)          -
   Provision for doubtful accounts                130          240         240
   Equity in loss of affiliate                     18           -            -
Change in operating assets and liabilities:
   Accounts receivable                        (10,123)          91        (549)
   Prepaid expenses and other current assets     (435)          25          72
   Accounts payable and accrued expenses        3,526        2,327         191
Other, net                                       (661)        (227)         20
                                             ____________  __________ ___________
      Net cash provided by operating 
        activities                             14,952        6,411       6,666
                                             ____________ ___________ ___________
Cash flows from investing activities:
   Purchases of property and equipment        (79,135)      (5,343)       (379)
   Deferred marine inspection costs            (2,292)      (2,115)     (1,792)
   Proceeds from sales of assets                  439        1,337       3,139
   Investment in unconsolidated affiliate      (1,293)           -           -
                                             ____________  __________ __________
      Net cash provided by (used in) 
        investing activities                  (82,281)      (6,121)        968
                                             ____________  __________ ___________
Cash flows from financing activities:
   Proceeds from issuance of common stock      79,726            9          66
   Proceeds from issuance of long-term debt 
     and subordinated  debt                    57,669        4,517       2,883
   Repayment of long-term debt                (63,364)      (5,305)     (9,000)
   Deferred financing costs and other            (707)        (164)         (8)
   Payments of subordinated debt and accrued 
     interest thereon                          (6,065)           -           -
                                             __________    __________  ___________
      Net cash provided by (used in) 
         financing activities                  67,259         (943)      (6,059)
                                             ____________  ___________ ___________
Net increase (decrease) in cash and 
   cash equivalents                               (70)        (653)       1,575
Cash and cash equivalents at beginning 
   of period                                    1,117        1,770          195
                                              ___________  ___________ ___________
Cash and cash equivalents at end of period     $1,047       $1,117      $ 1,770
                                              ===========  =========== ===========
Supplemental information:
   Income taxes paid                           $    6       $    2      $   396
                                               ==========   ==========  ==========
   Income taxes refunded                       $    -       $  330      $    38
                                               ==========   ==========  ==========
   Interest paid                               $4,737       $2,865      $ 2,079
                                               ==========   ==========  ==========
The  accompanying  notes  are  an  integral  part  of these consolidated
financial statements.
</TABLE>
<PAGE>  22

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation:
      ______________________

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

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

2.    Summary of Significant Accounting Policies:
      __________________________________________

      Consolidation Policy

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

      Cash and Cash Equivalents

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

      Property and Equipment

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

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

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

      Income Taxes

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

<PAGE>  23

2.    Summary of Significant Accounting Policies, continued:
      _____________________________________________________

      Revenue and Expense Recognition

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

      Deferred Financing Costs

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

      Goodwill

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

      Direct Vessel Operating Expenses

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

      Earnings Per Share

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

      Use of Estimates

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

      Stock Split

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

      Reclassifications

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

<PAGE>  24

3.    Public Offerings of Common Stock:
      ________________________________

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

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

4.    Accounts Receivable:
      ____________________

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

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

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

5.    Other Assets:
      _____________

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

                                                         1996    1995
      Deferred marine inspection costs, net 
        of accumulated amortization of $3,335 
        and $1,459 in 1996 and 1995,respectively      $ 2,667  $ 2,378
      Deferred financing costs, net of accumulated
         amortization of $28 and $785 in 1996 and 
         1995, respectively                               205    1,104
      Marine vessels spare parts                          939      386
      Goodwill, net of accumulated amortization 
         of $43 in 1996                                   664        -
      Investment in and advances to unconsolidated 
         subsidiary                                       568        -
      Other                                               123      291
                                                      _________ ________
         Other assets, net                             $5,166   $4,159
                                                      ========= ========

<PAGE>  25

6.    Long-Term Debt and Subordinated Debt:
      ____________________________________

      The Company's long-term debt and subordinated debt  consist of the
      following at December 31, 1996 and 1995 (in thousands):
                                                         
                                                         1996      1995
      Revolving loan, interest at a base interest 
        rate plus a margin, as defined, on
        the date of borrowing (weighted average 
         rate of 7.089%  and  10.25% at
         December 31, 1996 and 1995, respectively) 
         payable at the end of the interest period 
         or quarterly, principal due October 8, 2002   $21,000   $  800

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

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

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

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

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

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

<PAGE>  26

6.    Long-Term Debt and Subordinated Debt, continued:
      _______________________________________________


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

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


7.    Income Taxes:
      ____________

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

                                                1996        1995       1994

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

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

<PAGE>  27

7.    Income Taxes, continued:
      _______________________


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

                                                    1996        1995

      Accumulated depreciation and amortization   $15,108     $7,811
      P&I insurance reserves                         (680)       (474)
      Alternative minimum tax credit carryforwards   (451)       (29)
      Net operating loss carryforward              (5,199)     (7,300)
      Other                                          (257)         79
                                                  __________  __________
         Deferred income tax liability, net       $ 8,521     $   87
                                                  ==========  ==========

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

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

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

8.    Common Stock Option Plans:
      _________________________

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

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

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

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

<PAGE>  28

8.    Common Stock Option Plans, continued:
      ____________________________________

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

            
                         As Reported Pro Forma As Reported  Pro Forma
                          12/31/96  12/31/96   12/31/95     12/31/95

SFAS 123 Charge           $    -     $  628     $     -      $     8
APB 25 Charge             $    -     $    -     $     -      $     -
Net income (loss)         $ 9,974    $9,560     $(1,299)     $(1,304)
Net income (loss) per     $  1.61    $ 1.54     $ (0.43)     $ (0.43)
average common share


9.    Other Related Party Transactions:
      _________________________________

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

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

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

10.   Profit Sharing Plan:
      ___________________

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

11.   Commitment and Contingencies:
      ____________________________

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

<PAGE>  29

11.   Commitment and Contingencies, continued:
      _______________________________________


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

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

12.   Fair Value of Financial Instruments:
      ___________________________________

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

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

13.   Vessel Acquisitions:
      ____________________

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

<PAGE>  30

13.   Vessel Acquisitions, continued:
      ______________________________

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

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

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

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

14.   Quarterly Financial Data (Unaudited):
      ____________________________________
                                            First   Second    Third   Fourth
      Year ended December 31, 1996
      (Dollars in thousands, except 
        per share amounts)

         Revenues                          $ 8,384 $ 11,111 $ 13,390  $ 20,599
         Operating income                    1,678    3,165    5,000     9,269
         Income before extraordinary item      364    1,618    3,218     5,691
         Extraordinary item                      -     (917)       -         -
         Net income                            364      701    3,218     5,691
         Income per average common share
               before extraordinary item      0.12     0.29     0.43      0.72
         Extraordinary item, net of tax          -    (0.16)       -         -
         Net income per average common share
              outstanding                     0.12     0.13     0.43      0.72

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

15.   Subsequent Events:
      __________________

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

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

<PAGE>  31

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  1997  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 1997 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
1997  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 1997 Annual
Meeting of stockholders and is incorporated herein by reference.

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  Schedule for the years ended  December
            31, 1996, 1995 and 1994.

                  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:

      The Company filed current  reports on Form 8-K under Items 2 and 7
on each of December 11, 1996, October 22,  1996  and  October  10, 1996.
There  were  no  financial  statements  filed  with any of these current
reports on Form 8-K.

<PAGE>  32
                                  
                                  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
                                            Chairman of the Board, President
                                              and Chief Executive Officer

Date:  March 11, 1997

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


          Signature                  Title                    Date
          _________                  ______                  _____


   /s/ Thomas E. Fairley    Chairman of the Board, President   March 11, 1997
  _______________________  and Chief Executive Officer
      Thomas E. Fairley    (Principal Executive Officer)

  /s/  Ronald  O.  Palmer  Executive Vice President, Director  March 11, 1997
  _______________________    
      Ronald O. Palmer


   /s/ Victor M. Perez    Vice President, Chief Financial      March 11, 1997
  _____________________        Officer and Treasurer
      Victor M. Perez      (Principal Financial Officer)

  /s/ Kenneth W. Bourgeois Vice President and Controller       March 11, 1997
  ________________________  (Principal Accounting Officer)
      Kenneth W. Bourgeois

   /s/ Garth H. Greimann             Director                  March 11, 1997
  ________________________    
      Garth H. Greimann


   /s/ H.K. Acord                    Director                  March 11, 1997
   _______________________     
       H. K. Acord


   /s/ Benjamin F. Bailar            Director                  March 11, 1997
   ________________________   
      Benjamin F. Bailar


   /s/ Edward C. Hutcheson, Jr.      Director                  March 11, 1997
   ___________________________       
       Edward C. Hutcheson, Jr.

<PAGE>  S-1
                      REPORT OF INDEPENDENT ACCOUNTANTS


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

Our  report  on  the  consolidated  financial statements of Trico Marine
Services, Inc. and Subsidiaries is included in Item 8 of this Form 10-K.
In connection with our audits of such financial statements, we have also
audited the related financial statement schedule listed in Item 14(a) of
this Form 10-K.  This financial statement schedule is the responsibility
of the Company's management.

In our opinion, this financial schedule,  when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.



COOPERS & LYBRAND L.L.P.


New Orleans, Louisiana
February 12, 1997

<PAGE> S-2

Schedule II


                 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES

                      Valuation and Qualifying Accounts
             for the years ended December 31, 1996, 1995 and 1994
                                (in thousands)

<TABLE>
<CAPTION>
___________________________________________________________________________________
       Column A          Column B   Column C    Column C    Column D   Column E
                          Balance    Charged
                            at       to costs   Charged                Balance at
                         beginning      and      to other               end of
     Description         of period   expenses   accounts   Deductions   period  
___________________________________________________________________________________     
<S>                       <C>         <C>          <C>        <C>         <C>
         1996
Deducted in balance
sheet from
   accounts
   receivable:
   Allowance for
   doubtful 
   accounts - trade        $480         $130         -          -          $610
                      =============================================================
1995
Deducted in balance
sheet from
   accounts
   receivable:
   Allowance for
   doubtful   
   accounts - trade        $240         $240         -          -            $480
                       ============================================================
1994
Deducted in balance
sheet from
   accounts
   receivable:
   Allowance for
   doubtful 
   accounts - trade       $  -         $240         -          -            $240
                        ===========================================================
   Allowance for
   doubtful accounts - 
   billed as agent        $514           -          -      $514(1)          $   -


(1)Allowance for doubtful accounts - billed  as agent is for receivables
   billed as agent for third parties.  Amount  is due to the purchase of
   Trico Marine Operators, Inc., a wholly-owned  subsidiary.   Deduction
   of amount was borne by the previous owners of the vessels.

</TABLE>

<PAGE>  E-1

                         TRICO MARINE SERVICES, INC.

                                EXHIBIT INDEX

EXHIBIT                                                          SEQUENTIALLY
NUMBER                                                          NUMBERED PAGES
-------                                                         --------------

3.1         Certificate of Incorporation of the Company. (1)

3.2         Bylaws of the Company. (2)

4           Specimen Common Stock Certificate. (2)

10.1        Form of Indemnity Agreement by and between the Company
            and each of the Company's directors.  (2)

10.2        Revolving Credit Agreement among Trico Marine Operators, Inc.
            Trico Marine Assets, Inc., Trico Marine  Services,  Inc. and
            The First  National Bank of Boston, Hibernia National Bank,  
            and First National Bank of Commerce as Banks and The First 
            National Bank of Boston, as Agent dated  as  of  July 26, 1996 
            ("Revolving Credit Agreement").  (3)

10.3        Amendment No. 1 dated as of August 26, 1996 to the Revolving
            Credit Agreement.  (4)

10.4        Amendment  No.  2  dated as of September  25,  1996  to  the
            Revolving Credit Agreement.  (4)

10.5        Amendment No. 3 dated as of October 8, 1996 to the Revolving
            Credit Agreement. (4)

10.6        Amendment No. 4 dated  to  the Registrant's Credit Agreement
            dated February 7, 1997.  (5)

10.7        Sale and Purchase Agreement  by  and  between Ensco Offshore
            Company and Trico Marine Assets, Inc. dated October 11, 1996
            relating to Houma, Louisiana docking and maintenance 
            facility. (6)

10.8        Vessel Purchase Agreement dated as of August  1,  1996 among
            Trico Marine  Assets,  Inc. and Kim Susan, Inc., K&B Boat 
            Rentals, Fagan Boat Services, Inc.  (4)

10.9        Management and Operating  Agreement  dated as of October 28,
            1993 by and  among  Power  Offshore  Services,  Inc.,  Trico  
            Marine Operators, Inc. and Trico Marine Assets, Inc.  As 
            amended.  (2)

10.10       The Company's 1996 Incentive Compensation Plan. (2)

10.11       The Company's 1993 Stock Option Plan.  (2)

10.12       Form of Stock Option Agreement under the  1993  Stock Option
            Plan.  (2)

10.13       Form   of   Option   Agreement   under  the  1996  Incentive
            Compensation Plan. (2)

10.14       Form   of   Noncompetition,  Nondisclosure   and   Severance
            Agreements between the Company and each of its Executive 
            Officers. (2)

10.15       Agreement by  and among the Company and purchasers of its 9%
            Subordinated Notes and Common  Stock dated as of March 25, 
            1996 regarding the recapitalization of the Company.  (2)

10.16       Vessel Purchase Agreement dated as of January 6, 1997 by and
            between Trico Marine Assets, Inc. and Laborde Marine, L.L.C. (5)

11.1        Computation of Earnings Per Share

21.1        Subsidiaries of the Company

23.1        Consent of Coopers & Lybrand L.L.P.

27.1        Financial Data Schedule

____________

(1)   Incorporated by reference  to the Company's Registration Statement
      on Form 8-A filed with the Commission on April 25, 1996.
(2)   Incorporated by reference to  the Company's Registration Statement
      on Form S-1 (Registration Statement No. 333-2990).
(3)   Incorporated by referenced to the  Company's  quarterly  report on
      Form 10-Q for the quarter ended June 30, 1996.
(4)   Incorporated by reference to the Company's current report  on Form
      8-K dated October 10, 1996.
(5)   Incorporated by reference to the Company's current report on  Form
      8-K dated February 13, 1997.
(6)   Incorporated  by reference to the Company's Registration Statement
      on Form S-1 (Registration Statement No. 333-14871).