SEABULK INTERNATIONAL, INC.
READ CAREFULLY

Seabulk International, Inc. (the "Corporation") will furnish to any stockholder,
upon request and without charge, a full statement of the  designation,  relative
rights,  preferences  and  limitations  of the  shares  of each  class  of stock
authorized to be issued and the designation,  relative  rights,  preferences and
limitations  of each  series  of  preferred  stock so far as the same  have been
fixed,  and the  authority of the Board of  Directors  to designate  and fix the
relative rights,  preferences and limitations of other series.  Any such request
may be  addressed  to the  Corporation  or to the  Transfer  Agent.  Because the
CorporationOs  vessels  operate in the United  States coast wise trades,  United
States  law  requires  no more  than 25  percent  of its  stock  may be owned or
controlled by  Non-Citizens as defined in the Application for Transfer of Common
Stock printed below on this Certificate.  If this Certificate is a CITIZEN SHARE
CERTIFICATE,  it has been issued on the  representation  by the registered owner
thereof that it is held by or for the account of a Citizen as defined below.  If
the holder of a CITIZEN SHARE  CERTIFICATE  is a  Non-Citizen,  or holds for the
account of a Non-Citizen,  the Certificate  must be exchanged  immediately for a
NON-CITIZEN  SHARE  CERTIFICATE,  subject to the  limitations  set forth  below.
Similarly,  where the  beneficial  interest is  transferred  from a Citizen to a
Non-Citizen,  the record holder must likewise  exchange the Certificate.  Should
such  Certificate be sold to a Citizen  holding for himself or another  Citizen,
the transferee  should  exchange it for a CITIZEN SHARE  CERTIFICATE.  Under the
Articles of  Incorporation,  the  maximum  percentage  of the total  outstanding
shares of the  Corporation  that may be owned by  Non-Citizens  is  24.99%.  Any
purported  sale,  transfer  or  other  disposition  to  Non-Citizens  of  shares
evidenced by CITIZEN SHARE  CERTIFICATES,  which at the time of  presentation to
the Transfer Agent of the  Corporation  would result in increasing the ownership
of shares by  Non-Citizens  above such maximum  permitted  percentage,  shall be
ineffective  as against the  Corporation to transfer the shares or any voting or
other rights in respect thereof,  and such transfer shall not be recorded on the
books of the  Corporation in any such case, and neither the  Corporation nor the
Transfer  Agent shall be required  to  recognize  the  transferee  or  purported
transferee  the  Corporation  for any  purpose  whatsoever  except to the extent
necessary  to  effect  any  remedy  available  to the  Corporation.  Any  shares
represented  by  CITIZEN  SHARE  CERTIFICATES  held in the  names  of or for the
account of Non-Citizens will have no rights, and the Corporation may regard this
Certificate, whether or not validly issued, as having been invalidly issued. The
Corporation  will furnish to any  stockholder,  upon written request and without
charge,  copies of the applicable  provisions of the Articles of  Incorporation.
Any such request may be addressed to the  Corporation or to the Transfer  Agent.
The shares  represented by this  Certificate will be transferred on the books of
the  Corporation  only if the Application for Transfer of Common Stock set forth
below has been executed by the transferee.

APPLICATION FOR TRANSFER OF COMMON STOCK

The undersigned (the "Applicant") makes application for the transfer to the name
of the  Applicant  of the number of shares of common stock  indicated  below and
hereby certifies to Seabulk International Inc. that: (answer (a), (b) and/or (c)
as applicable)

(a) The Applicant will be the beneficial owner of NNNNNNNNN shares of the common
stock of Seabulk International, Inc. and is is not a "Citizen" (check one).

(b) The  Applicant  will hold  NNNNNNNNN  shares of the common  stock of Seabulk
International, Inc. for the benefit of one or more "Persons" who ARE "Citizens."

(c) The  Applicant  will hold  NNNNNNNNN  shares of the common  stock of Seabulk
International,  Inc.  for  the  benefit  of one or  more  "Persons"  who ARE NOT
"Citizens."

The Applicant agrees that, on the request of Seabulk International Inc., he will
furnish proof in support of this certificate.  The Applicant understands that he
has an ongoing obligation to provide the information set forth herein and agrees
to provide a new Citizenship  Certificate at any time as the facts affecting his
citizenship  or the  citizenship  of the  beneficial  owner(s) for whom he holds
Seabulk International Inc. common stock change.  Seabulk International Inc. will
provide a blank Citizenship Certificate to the Applicant upon request.

IMPORTANT NOTICE

THIS   APPLICATION   CONSTITUTES  A  BASIS  FOR  Seabulk   International,   Inc.
REPRESENTATION  TO THE UNITED STATES  GOVERNMENT THAT IT IS A CITIZEN WITHIN THE
MEANING OF THE SHIPPING  ACT,  1916,  AS AMENDED,  ANY PERSON MAKING A STATEMENT
HEREIN  WHICH HE KNOWS TO BE FALSE  MAY BE  PROCEEDED  AGAINST  UNDER  TITLE 18,
UNITED  STATES CODE,  SECTION 1001 WHICH SECTION  PRESCRIBES  PENALTIES OF UP TO
FIVE YEARS IMPRISONMENT OR A FINE OF UP TO $10,000.

This Application is dated,
Signature of Applicant For purposes of this Certificate:

A "Citizen" is: (i) any  individual  who is a citizen of the United  States,  by
birth,  naturalization  or as otherwise  authorized by law; (ii) any corporation
(A)  that is  organized  under  the  laws of the  United  States  or of a state,
territory,  district or possession thereof,  (B) of which title to not less than
75% of its stock is  Beneficially  Owned,  as defined  herein,  by and vested in
Persons,  as defined herein, who are Citizens,  as defined herein, free from any
trust or fiduciary  obligation in favor of Non-Citizens,  as defined herein, (C)
of which not less than 75% of the voting  power is vested in Citizens  free from
any  contract or  understanding  through  which it is arranged  that such voting
power may be exercised directly or indirectly in behalf of Non-Citizens,  (D) of
which there are no other means by which  control is conferred  upon or permitted
to be exercised by Non-Citizens, (E) whose president or chief executive officer,
chairman of the Board of  Directors  and all officers  authorized  to act in the
absence or disability  of such Persons are Citizens,  and (F) of which more than
50% of the  number  of its  directors  necessary  to  constitute  a  quorum  are
Citizens;  (iii) any  partnership  (A) that is  organized  under the laws of the
United States or of a state, territory,  district or possession thereof, (B) all
general  partners  of which are  Citizens,  and (C) of which not less than a 75%
partnership  interest is  Beneficially  Owned and  controlled by, and vested in,
Persons who are Citizens free and clear of any trust or fiduciary  obligation in
favor of any Non-Citizens;  (iv) any association (A) that is organized under the
laws of the United  States,  or of a state,  territory,  district or  possession
thereof,  (B) of which 100% of the members are Citizens,  (C) whose president or
other chief executive officer (or equivalent position), chairman of the Board of
Directors (or equivalent committee or body) and all Persons authorized to act in
the absence or disability  of such Persons are  Citizens,  (D) of which not less
than 75% of the voting  power is vested in Citizens  free and clear of any trust
or fiduciary obligation in favor of any Non-Citizens,  and (E)of which more than
50%  of the  number  of its  directors  (or  equivalent  Persons)  necessary  to
constitute a quorum are Citizens;  (v) any limited liability company (A) that is
organized  under  the  laws of the  United  States,  or of a  state,  territory,
district or possession thereof, (B) of which not less than 75% of the membership
interests are Beneficially Owned by and vested in Persons that are Citizens free
from any trust or fiduciary obligation in favor of Non-Citizens and of which the
remaining  membership  interests are Beneficially Owned by and vested in Persons
meeting the  requirements  of 46 U.S.C.  Section12102(a),  (C) of which not less
than 75% of the voting  power is vested in  Citizens  free from any  contract or
understanding  through  which it is  arranged  that  such  voting  power  may be
exercised  directly or indirectly in behalf of Non-Citizens,  (D) of which there
are no  other  means by which  control  is  conferred  upon or  permitted  to be
exercised by Non-Citizens,  (E) whose president or other chief executive officer
(or  equivalent  position),  chairman of the Board of Directors  (or  equivalent
committee or body),  managing members (or  equivalent),  if any, and all Persons
authorized to act in the absence or disability of such Persons are Citizens, and
(F) of which  more  than  50% of the  number  of its  directors  (or  equivalent
Persons)  necessary to constitute a quorum are Citizens;  (vi) any joint venture
(if not an association,  corporation, partnership, or limited liability company)
(A)  that is  organized  under  the  laws of the  United  States  or of a state,
territory,  district or possession thereof,  and (B) of which 100% of the equity
is  Beneficially  Owned by and vested in Citizens free and clear of any trust or
fiduciary obligation in favor of any Non-Citizens;  and (vii) any trust (A) that
is domiciled in and existing  under the laws of the United States or of a state,
territory,  district  or  possession  thereof,  (B) the  trustee  of  which is a
Citizen,  and (C) of which not less than a 75%  interest is held for the benefit
of Citizens free and clear of any trust or fiduciary  obligation in favor of any
Non-Citizens.

The foregoing  definition is applicable at all tiers of ownership and in both
form and substance at each tier of ownership.

A "Non-Citizen" is any Person other than a Citizen. A OPersonO is an individual,
corporation,  partnership,  association, trust, joint venture, limited liability
company  or other  entity.  A Person  shall be deemed  to be the  "Beneficial
Owner" of, or to "Beneficially Own" shares of Common Stock to the extent such
Person would be deemed to be the  beneficial  owner thereof  pursuant to Rule
13d-3 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as such rule may be amended from time to time.

ABBREVIATIONS The following  abbreviations,  when used in the inscription on the
face of this certificate,  shall be construed as though they were written out
in full  according to applicable  laws or  regulations:  TEN COM _ as tenants in
common UNIF GIFT MIN ACT _ Custodian  (Cust) (Minor) TEN ENT _ as tenants by the
entireties under Uniform Gifts to Minors

JT TEN      _ as joint tenants with right    Act      of survivorship and not
as (State) tenants in common  Additional  abbreviations may also be used though
not in the above list.

For value received,                        hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER  IDENTIFYING  NUMBER OF ASSIGNEE  (Please
print or typewrite name and address,  including zip code, of assignee) shares of
the  common  stock  represented  by the  within  Certificate  and  do  hereby
irrevocably  constitute  and appoint  Attorney to transfer the said stock on the
books of the within named  Corporation  with full power of  substitution  in the
premises.  Dated:  notice: The signature to this assignment must correspond with
the name as written  upon the face of the  Certificate  in every  particular,
without  alteration  or  enlargement,  or any  change  whatsoever.  Signature(s)
Guaranteed:  THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR
INSTITUTION  (BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE  GUARANTEE  MEDALLION  PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.

<PAGE>


IMPORTANT:
terms on reverse require careful reading

C

COMMON STOCK
Citizen Share Certificate

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 81169P 10 1
SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

is the registered holder of

FULLY PAID AND NON-ASSESSABLE  SHARES OF the COMMON STOCK, having a PAR VALUE OF
$.01  PER  SHARE,  OF  SEABULK  INTERNATIONAL,   INC.  (hereinafter  called  the
OCorporationO) transferable only upon the books of the Corporation by the holder
hereof in person  or by duly  authorized  attorney  upon the  surrender  of this
Certificate   properly   endorsed.   This   Certificate   is  not  valid  unless
countersigned and registered by the Transfer Agent and Registrar.
                        witness the facsimile seal of the Corporation and the
facsimile signatures of its duly
authorized officers.

                        Dated:

Countersigned and Registered:
MELLON INVESTOR SERVICES LLC Transfer Agent and Registrar By:

Authorized Signature

secretary

 president and chief executive officer