SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                   FORM 10-K/A-1
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 1998

                          Commission File Number 0-28732

                             HVIDE MARINE INCORPORATED
              (Exact  name of registrant as specified in its charter)

          Florida                                             65-0524593
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification Number)

2200 Eller Drive, P.O. Box 13038
    Ft. Lauderdale, Florida                                       33316
(Address of principal executive offices)                        (Zip Code)

          Registrant's telephone number, including area code:  (954) 523-2200

          Securities registered pursuant to Section 12(b) of the Act:  None

          Securities registered pursuant to Section 12(g) of the Act:  
                 Class A Common Stock, $.001 par value

         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 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. [ ]

         The  aggregate  market value of the  registrant's  Common Stock held by
non-affiliates  of the  registrant at March 29, 1999 (based on the closing price
of such stock on the Nasdaq National Market) was $53,359,600.

         At March 19, 1999,  there were  12,879,509  shares of the  registrant's
Class A Common  Stock  outstanding  and  2,547,064  shares of its Class B Common
Stock outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>




      
         This Amendment is being filed to provide the information  called for by
Items  10  through  13 of the  Annual  Report  on  Form  10-K  of  Hvide  Marine
Incorporated (the "Company") for the year ended December 31, 1998.

                                  PART III

Item 10.  Directors and Executive Officers of the Registrant

Directors

         The  Company's  Articles of  Incorporation  and Bylaws  provide for the
division of the Board of Directors into three classes, designated Class I, Class
II, and Class III, with staggered  terms of three years.  The terms of the Class
I, Class II, and Class III Directors  currently  expire in 2000, 2001, and 1999,
respectively, or until their respective successors are duly elected.

         The Board  currently  consists of 11  members:  Class I,  comprised  of
Raymond B. Vickers,  Robert Rice and Josiah O. Low, III; Class II,  comprised of
Eugene F. Sweeney,  Walter C. Mink,  John H. Blankley and John J. Lee; and Class
III,  comprised of J. Erik Hvide,  Jean Fitzgerald,  Gerald Farmer and Robert B.
Calhoun, Jr.

         Pursuant to a  shareholders  agreement (the  "Shareholders  Agreement")
entered  into in 1996 by the  Company,  J. Erik Hvide,  Hvide Family Trust I and
Hvide  Family  Trust II (the  "Hvide  Trusts"),  and a group of  investors  (the
"Investor  Group"),  J. Erik Hvide has agreed to vote his shares of Common Stock
for certain individuals designated by the Investor Group, and the Investor Group
has agreed to vote its shares of Common Stock for certain individuals designated
by J. Erik Hvide and the Hvide Trusts. Messrs. Calhoun and Lee are the directors
currently serving pursuant to the designation of the Investor Group, and Messrs.
Hvide, Blankley,  Sweeney,  Farmer,  Fitzgerald,  Mink, Rice and Vickers are the
directors currently serving pursuant to the designation of J. Erik Hvide and the
Hvide Trusts.  This  description of the terms of the  Shareholders  Agreement is
qualified by reference to the Shareholders Agreement, as amended, which has been
filed with the Securities and Exchange Commission (the "Commission").

         The following are the current members of the Board of Directors:
<TABLE>
<CAPTION>

     Name                               Age                           Current Positions
<S>                                   <C>     <C>
J. Erik Hvide.......................    50     Chairman of the Board, President, Chief Executive Officer and Director
John H. Blankley....................    51     Executive Vice President, Chief Financial Officer and Director
Eugene F. Sweeney...................    56     Executive Vice President, Chief Operating Officer and Director
Robert B. Calhoun, Jr...............    56     Director
Gerald Farmer.......................    53     Director
Jean Fitzgerald.....................    73     Director
John J. Lee.........................    62     Director
Josiah O. Low, III..................    59     Director
Walter C. Mink......................    72     Director
Robert Rice.........................    76     Director
Raymond B. Vickers..................    50     Director
</TABLE>
<PAGE>

         Mr.  Hvide  has been  Chairman  since  1994  and  President  and  Chief
Executive  Officer since 1991. He has been a director of the Company since 1973.
From 1981 until 1991, Mr. Hvide was President and Chief  Operating  Officer.  He
has been  employed  by the Company in various  capacities  since 1970 and became
Vice  President  in  1973.  He is a  past  director  of the  American  Waterways
Operators,  a past  Chairman of the Board of the American  Institute of Merchant
Shipping and a past appointee to the U.S.  Coast Guard's Towing Safety  Advisory
Committee.  In 1998,  he was inducted  into the  International  Maritime Hall of
Fame. He is immediate  past  president of the Port  Everglades  Association  and
former director of the United Way of Broward County.  Mr. Hvide is a director of
Seal Holdings  Corporation,  a publicly traded company, and serves on the vestry
of St. Paul's Church. He was formerly chairman of the Board of Trustees of Saint
Andrew's  School.  Mr.  Hvide is the son of Hans J.  Hvide,  the  founder of the
Company.

         Mr.  Blankley  has  been a  director  of the  Company  since  1991  and
Executive  Vice  President--Chief  Financial  Officer since 1995. He served as a
director and Chief  Financial  Officer of Harris Chemical Group Inc., a chemical
manufacturing   company,  from  1993  to  1994.  He  served  as  Executive  Vice
President--Finance  and  Chief  Financial  Officer  of  Stolt-Nielsen,  Inc.,  a
publicly traded international  operator of specialty chemical tankers, from 1985
to 1991.  From 1983  until  1985,  Mr.  Blankley  was a  director,  Senior  Vice
President and Chief  Financial  Officer of BP North America Inc. Mr. Blankley is
also a director of MC Shipping,  a publicly traded operator of petroleum product
and gas carriers and multi-purpose container feeder vessels.

         Mr.  Sweeney  has  been  Chief  Operating  Officer  since  April  1998,
Executive  Vice  President  since 1994 and a director  since 1984. He was Senior
Vice  President--Operations  of the  Company  from 1991 to 1994.  He joined  the
Company  in  1981 as Vice  President--Ship  Management.  Prior  to  joining  the
Company,  Mr. Sweeney was employed for 17 years by Texaco, Inc., where he served
in seagoing and shore  management  positions,  including  operations  manager of
Texaco's U.S. tanker fleet

         Mr.  Calhoun has been a director of the Company since 1994. Mr. Calhoun
has been a  Managing  Director  of Monitor  Clipper  Partners,  L.P.,  a private
investment  firm,  since 1997.  Mr.  Calhoun has been President of Clipper Asset
Management  Corporation,  the sole general partner of The Clipper Group, L.P., a
private  investment  firm,  since  1991.  From 1975 to 1991,  Mr.  Calhoun was a
Managing Director of CS First Boston  Corporation,  an investment  banking firm.
Mr. Calhoun  serves as a director of Avondale  Mills,  Inc., a textile  company,
Interstate  Bakeries  Corporation,  a national  distributor of baked goods,  and
several privately held companies.

         Mr.  Farmer has served as a director of the Company  since 1975. He was
Executive Vice  President--Chief  Financial Officer and Treasurer of the Company
from 1994 until September  1995, when he retired as Chief Financial  Officer and
Treasurer; he continued to serve as an Executive Vice President through December
15, 1995. He was Senior Vice  President--Finance and Administration from 1991 to
1994, having joined the Company in 1973 as Vice President--Finance. From 1967 to
1973,  Mr. Farmer was a Certified  Public  Accountant  with Haskins & Sells,  an
international  auditing  firm.  He is President  of JLF  Investments,  Inc.,  an
investment  management and financial advisory firm, and is a past member of both
the American Institute and Florida Institute of Certified Public Accountants.

         Mr.  Fitzgerald  has been a director of the Company  since 1994.  Since
1992, he has served as the Chairman of Florida  Alliance,  Inc., a consortium of
maritime  interests.  From 1990 to 1992, he was Executive  Vice President of NDE
Testing & Equipment,  Inc., a nationwide storage-tank testing company.



<PAGE>



From 1988 to 1990,  he was with  Frederic  R.  Harris,  Inc.,  an  international
consulting  engineering  firm. Mr. Fitzgerald was a co-founder and the President
of American Tank Testing Service, Inc., a firm that was subsequently acquired by
NDE Environmental Corporation, from 1986 to 1987. In 1982 and 1983, he served as
the  Company's  Vice  President for  Governmental  Affairs.  His other  business
experience  includes  service as President of Tracor  Marine,  Inc. from 1976 to
1979 and Director of Engineering of Tracor's  Systems  Technology  Division from
1974 to 1976. Mr.  Fitzgerald  retired from the U.S. Navy in 1974 in the rank of
Captain.  During his naval  career he  commanded  major  fleet  units at sea and
served in the  offices of the Chief of Naval  Operations  and the  Secretary  of
Defense.  He  is a  past  Commissioner  and  Chairman  of  the  Port  Everglades
Authority.

         Mr. Lee has been a director of the  Company  since 1994 and is Chairman
and  Chief  Executive  Officer  of Hexcel  Corporation,  an  advanced  materials
manufacturer.  Mr. Lee joined the Board of Hexcel  Corporation in May 1993 as an
independent  director.  In August 1993, Mr. Lee was asked to become the Chairman
and Co-Chief  Executive  Officer of Hexcel  Corporation,  which was experiencing
financial  difficulties,  in order to  effect a  consensual  reorganization.  In
December 1993,  having concluded that a consensual  reorganization  could not be
accomplished,  Hexcel  Corporation  filed for protection under Chapter 11 of the
Federal  Bankruptcy Code and appointed Mr. Lee sole Chief  Executive  Officer to
effect a Plan of  Reorganization.  The  reorganization was completed in February
1995, when Hexcel emerged from Chapter 11. Mr. Lee has been Chairman,  President
and Chief  Executive  Officer  of Lee  Development  Corporation,  a  corporation
providing  investment  and  merchant  banking  services,  since  1987.  He was a
director of XTRA Corporation, a Massachusetts-based transportation and equipment
leasing company, from 1990 to 1996 and a director of Aviva Petroleum,  Inc. from
1993 to 1998.  Mr. Lee also served as Chairman  and Chief  Executive  Officer of
Seminole  Corporation,  a fertilizer  manufacturer,  from 1989 to April 1993 and
director of Tosco  Corporation,  a refiner,  from 1988 to 1993 and was President
and Chief Operating  Officer of Tosco  Corporation from 1990 to 1993. Mr. Lee is
an advisor to The Clipper Group, L.P. and is a trustee of Yale University.

         Mr. Low has been a director  of the Company  since  March  1998.  Since
1985,  he has been an  investment  banker  with  Donaldson,  Lufkin  &  Jenrette
Securities  Corporation,  where he is  currently  a Managing  Director.  Mr. Low
serves  as a  director  of  Musicland  Stores  Corporation,  Centex  Development
Corporation and St. Laurent Paperboard, Inc.

         Mr. Mink has been a director of the Company since 1990. He is President
of Walter C. Mink & Associates,  a maritime  advisory and consulting firm in Las
Vegas,  Nevada.  From 1978 to 1986, Mr. Mink was President of Mobil Shipping and
Transportation  Company.  Previously,  he was President of  Seabrokers,  Inc., a
marine brokerage firm, and was earlier  employed by Lago Oil, Esso Tankers,  and
Mobil Oil  Transport.  Mr. Mink is a director of First  Olsen  Tankers,  Ltd. He
served on the Board of Managers  of the  American  Bureau of  Shipping  and is a
member of the Society of Naval Architects and Marine Engineers.

         Mr.  Rice has been a director of the  Company  since 1992.  A financial
consultant,  he was Senior Vice  President  of Citibank,  N.A.  from 1954 to his
retirement  in 1983.  Mr. Rice is a director of ATCO Ltd.,  First Olsen  Tankers
Ltd., and Pride Refining Inc.

         Dr.  Vickers has been a director of the Company since 1994. An attorney
in private practice in Florida, he has represented more than a hundred financial
institutions.  He is the author of Panic in Paradise: Florida's Banking Crash of
1926 and an adjunct  professor of U.S.  economic and business history at Florida
State University.  From 1975 to 1979, he served as Assistant  Comptroller of the
State of Florida.






<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  executive  officers and  directors,  and persons who own
more  than ten  percent  of the  Company's  Common  Stock,  to file  reports  of
ownership and changes in ownership  with the  Commission.  The Company  believes
that each such person  complied  with such filing  requirements  during and with
respect to 1998, except for the following persons: J. Fitzgerald,  who failed to
timely file a Form 4 for August 1998 to report one transaction;  J. Krumenacker,
W. Ludt, J. O'Connell and S.  Willrich,  who each failed to timely file a Form 4
for  December  1998 to report one  transaction;  L. Carey,  A.  Denning,  and C.
Strong,  who each failed to timely file a Form 4 for December 1998 to report two
transactions; and J. Kimbrell, who failed to timely file a Form 5 for 1998.


<PAGE>



Item 11.  Executive Compensation

         The following table sets forth the  compensation of the Chief Executive
Officer and each of the other four most highly  compensated  executive  officers
whose  individual  remuneration  exceeded  $100,000 for 1996, 1997 and 1998 (the
"Named Executives").

                           Summary Compensation Table
<TABLE>
<CAPTION>

                                                                              Long-Term Compensation       
                                                                                Awards                Payouts
                                                                          Restricted     Securities
                                                                                                                     All
Name and                        Annual Compensation    Other Annual         Stock        Underlying     LTIP        Other
                             -----------------------                                                                  
Principal Position   Year      Salary     Bonus(1)    Compensation(2)       Awards        Options      Payouts  Compensation(3)
------------------   ----    ----------  -----------  ----------------      --------      ---------    -------   ------------   
<S>                 <C>      <C>        <C>          <C>                <C>            <C>            <C>       <C>
J. Erik Hvide..      1998    $  485,000  $   221,000  $     --               --            38,600         --       $  14,512
  Chief Executive    1997       450,000      422,500        --               --               --          --          14,469
  Officer            1996       469,513      160,000        --               --           100,000         --          11,648

John H. Blankley     1998       250,000       65,000        --               --            11,400         --          12,352
  Executive Vice     1997       210,000      111,100        --               --               --          --          12,352
  President --       1996       203,788       50,000        --               --           100,000         --          10,848
  Chief Financial
  Officer

Eugene F. Sweeney    1998       250,000       65,000        --               --            11,400         --          13,000
  Executive Vice     1997       200,000      107,000        --               --               --          --          12,352
  President --       1996       185,288       50,000        --               --           100,000         --          11,040
  Operations

Walter S. Zorkers(4) 1998       215,385       39,000        --               --             6,800         --          34,514
  Senior Vice        1997       122,051       59,800        --               --            25,000         --             864
  President -- 
  Corporate 
  Development

Andrew W. Brauninger 1998       180,000       39,000        --               --             6,200         --          10,864
  Senior Vice        1997       138,333       55,000        --               --             5,000         --          12,064
  President --       1996       115,000       32,000        --               --            25,000         --           9,738
  Offshore Division
</TABLE>

(1)  Under the Company's Key Employee Stock Compensation Plan (the "Key Employee
     Plan"), an employee  designated by the Compensation  Committee can elect to
     receive  up to 50%  of  his  or her  bonus  in  the  form  of  units,  each
     representing  a share of  Class A Common  Stock,  that are  credited  to an
     account.  The account has two  components.  The first or "basic"  component
     consists of units  representing  Class A Common Stock equal in value to the
     portion of the bonus that has been deferred.  This component is immediately
     vested in full;  however,  shares  represented  by this  component  are not
     delivered  to the  individual  until the first day of the year in which the
     third  anniversary of the crediting  occurs (subject to earlier delivery in
     the case of death or  disability or in certain  other  circumstances).  The
     second or "premium" component consists of units representing Class A Common
     Stock  equal in  value to 25% of the  portion  of the  bonus  that has been
     deferred.  This  component does not vest until the first day of the year in
     which the third  anniversary  of the crediting  occurs,  subject to earlier
     vesting in the  circumstances  referred to above. The amounts deferred with
     respect to bonuses for 1998 were: Mr. Hvide - $33,152; Messrs. Blankley and
     Sweeney - $16,250;  and Mr. Brauninger - $18,900. The amounts deferred with
     respect  to bonuses  for 1997 were:  Mr.  Hvide - $61,500;  Mr.  Blankley -
     $21,250; Mr. Sweeney - $20,500; Mr. Zorkers - $14,950; and Mr. Brauninger -
     $27,500.  The Key Employee  Plan was not effective for bonuses with respect
     to 1996.

(2)  None  of the  named  executives  received  perquisites  or  other  personal
     benefits in an amount sufficient to require  reporting in this column,  nor
     did any of them receive any other  compensation  required to be reported in
     this column.

(3)  For 1998,  consists of Company 401(k)  contributions of $11,200 for each of
     Messrs. Hvide, Blankley, Sweeney and Zorkers and $10,000 for Mr. Brauninger
     and life insurance premium payments of $3,312, $1,152, $1,800, and $864 for
     Messrs. Hvide, Blankley, Sweeney and Brauninger, respectively.

(4)  Mr.  Zorkers  became an executive  officer of the Company  effective May 1,
     1997.


<PAGE>



         The  following  table  contains  information  concerning  stock options
granted  to each of the Named  Executives  in 1998.  All  options  were  granted
pursuant to the Hvide Marine Incorporated Equity Ownership Plan.

<TABLE>
<CAPTION>

                                                                                        Potential Realizable
                                                Percent                                    Value at Assumed
                                     Total      Shares                                      Annual Rates
                                    Shares    Underlying                                    of Stock
                                  Underlying   Options    Per Share                       Appreciation for
                                    Options     Granted     Exercise  Expiration            Option Term(2)
     Name                         Granted(1) to Employees   Price       Date               5%           10%   
     ----                         ---------- ------------ --------   -----------      -----------  -----------
<S>                               <C>         <C>         <C>          <C>           <C>           <C>
J. Erik Hvide..................     38,600       19.1%    $ 14.375        6/2/08      $   348,958  $   884,328
John H. Blankley...............     11,400        5.6%      14.375        6/2/08          103,060      261,175
Eugene F. Sweeney..............     11,400        5.6%      14.375        6/2/08          103,060      261,175
Walter S. Zorkers..............      6,800        3.4%      14.375        6/2/08           61,474      155,788
Andrew Brauninger..............      6,200        3.1%      14.375        6/2/08           56,050      142,042
</TABLE>

(1)  Options vest 25% annually  over four years,  and all unvested  options vest
     upon retirement.

(2)  The dollar amounts are the result of  calculations  at  specified  rates of
     appreciation and are not intended to forecast possible future appreciation.

         The  following  table  contains  information  concerning  stock  option
exercises during 1998 and the year-end value of unexercised options:

<TABLE>
<CAPTION>

                         Number of                       Number of Shares               Value of Unexercised
                          Shares                      Underlying Unexercised                In-the-Money
                         Acquired                           Options at                       Options at
                            on          Value            December 31, 1998              December 31, 1998(1)    
                                                   ---------------------------     -----------------------------
Name                     Exercise     Realized     Exercisable    Unexercisable        Exercisable        Unexercisable    
----                  -------------  -----------   ------------  --------------      ---------------  --------------------
<S>                    <C>           <C>          <C>             <C>               <C>               <C>
J. Erik Hvide.........      --       $       --         50,000          90,600       $          --    $           --
John H. Blankley......      --               --         50,000          61,400                  --                --
Eugene F. Sweeney.....      --               --         50,000          61,400                  --                --
Walter S. Zorkers.....      --               --          6,250          25,550                  --                --
Andrew Brauninger.....      --               --         13,750          22,450                  --                --

</TABLE>

(1)  Based  upon the last  reported  sale  price of the Class A Common  Stock of
     $5.00 per share on December  31, 1998,  as reported on the Nasdaq  National
     Market.

Compensation of Directors

         Directors  not  employed  by the Company are paid $2,000 for each Board
and  committee  meeting  attended  ($1,000 for  telephonic  attendance)  and are
reimbursed by the Company for  reasonable  out-of-pocket  expenses  incurred for
attendance at such meetings.  All committee chairmen not employed by the Company
are also paid an annual retainer of $5,000. The Company granted each nonemployee
director 500 shares of Class A Common Stock following its 1998 Annual Meeting of
Shareholders.  The Company  intends to grant each director 500 shares of Class A
Common Stock each year.

         Under the Company's  stock option plan for  nonemployee  directors (the
"Directors  Plan"),  all  directors  not  employed by the  Company are  annually
granted  an  option  to  purchase  2,000  shares  of Class A Common  Stock at an
exercise price equal to the fair market value of the Class A Common Stock on the
date  of  grant  (the  first  business  day  following  the  annual  meeting  of
shareholders).  Directors  elected  to the  




<PAGE>

Board in the future are each to be granted an option to purchase 5,000 shares at
an exercise  price equal to the fair market value of the Class A Common Stock as
of the  first  business  day  following  the  shareholder  meeting  at which the
director is elected to the Board.  All stock options  under the  Directors  Plan
vest at the  earliest of death,  disability,  change in control of the  Company,
voluntary retirement from the Board at or after age 62, completion of ten years'
service on the Board, or one year after the date of grant.

Compensation Committee Interlocks and Insider Participation

         The Compensation Committee of the Company's Board of Directors consists
of Messrs. Farmer, Fitzgerald, Lee and Vickers.

         The  Company  has a verbal  agreement  with Mr.  Farmer  and a  written
consulting  agreement  with Mr.  Fitzgerald  to provide  financial and technical
consulting services,  respectively,  to the Company.  During 1998 Mr. Fitzgerald
received total  compensation of $96,000 and Mr. Farmer received $0. Mr. Farmer's
agreement may be terminated by either party  without  notice.  Mr.  Fitzgerald's
agreement  currently  expires on December 31, 1999,  but is subject to automatic
one-year renewals unless written notice to the contrary is given by either party
at least 60 calendar  days prior to the  expiration  of the term then in effect.
The Company also provides a portion of the funding for Florida Alliance, Inc., a
consortium of maritime interests of which Mr. Fitzgerald is Chairman.

         Mr.  Vickers is the  principal  of Raymond B. Vickers  P.A.,  which has
represented the Company in certain litigation and other matters. During 1998 the
Company paid $256,089 to Raymond B. Vickers P.A in connection therewith. Raymond
B. Vickers P.A. also performs legal services for Florida Alliance, Inc.

Item 12.  Security Ownership of Certain Beneficial Owners And Management

         The following  table sets forth  information  regarding the  beneficial
ownership of the Company's  Common Stock as of March 31, 1999 by (i) each person
who is known by the Company to be the beneficial owner of more than five percent
of the Company's  outstanding  Common Stock,  (ii) each director of the Company,
(iii) each Named Executive, and (iv) all directors and executive officers of the
Company as a group. Except as otherwise indicated, the Company believes that the
beneficial owners of the Common Stock listed, based on information  furnished by
such owners,  have sole investment and voting power with respect to such shares,
subject to community property laws where applicable.


<PAGE>



<TABLE>
<CAPTION>

                                           Class A Common Stock          Class B Common Stock   
                                                          Percent                       Percent        Percent
                                           Number        of Class        Number        of Class       of Total
     Name and Address of                 Beneficially  Beneficially   Beneficially    Beneficially     Voting
     Beneficial Owner(1)                    Owned         Owned          Owned          Owned          Power  
<S>                                    <C>              <C>          <C>                <C>        <C>
Hvide Trust Limited, L.P...............           --          *         1,496,466        58.8%         39.2%
Hvide Holdings Corp.(2)................           --          *         1,496,466        58.8%         39.2%
J. Erik Hvide(2).......................       64,000          *         1,496,466        58.8%         39.2%
Clipper/Park HMI, L.P.(3)..............      214,059       1.7%           649,979        25.5%         17.5%
Clipper/Merban, L.P.(3)................      305,475       2.5%           111,960         4.4%          3.7%
Clipper/Merchant HMI, L.P.(3)..........       85,625          *           259,990        10.2%          7.0%
Clipper Capital Associates, L.P.(3)(4).      614,924       4.8%         1,050,598        41.2%         29.0%
Metropolitan Life Insurance Company(3).       71,820          *                --           --             *
Olympus Growth Fund II, L.P.(3)........      510,384       4.0%                --           --             *
John H. Blankley.......................        1,894          *                --           --             *
Eugene F. Sweeney......................       15,886          *                --           --             *
Andrew Brauninger......................       12,812          *                --           --             *
Robert B. Calhoun, Jr.(4)..............      659,029       5.1%         1,050,598        41.2%         29.1%
Gerald Farmer..........................       15,416          *                --           --             *
Jean Fitzgerald........................        6,956          *                --           --             *
John J. Lee (5)........................        5,292          *                --           --             *
Josiah O. Low, III.....................        2,862          *                --           --             *
Walter C. Mink.........................        3,583          *                --           --             *
Robert Rice............................        3,500          *                --           --             *
Raymond B. Vickers.....................       13,500          *                --           --             *
Ryback Management Corporation(6)(7)....    1,052,640      7.64%                --           --             *
Wellington Management Company, LLP(8)..    1,215,900     10.44%                --           --             *
Pilgrim Baxter & Associates, Ltd.(9)...    1,094,100      9.04%                --           --             *
PBHG Growth Fund(9)....................      744,600      6.15%                --           --             *
Loomis, Sayles & Company, L.P.(10).....    1,685,004     11.62%                --           --             *
The Equitable Companies Incorporated(11)     818,400       6.0%                --           --             *
All executive officers and directors
  as a group (21 persons)..............      819,150       6.4%         2,547,064       100.0%         68.6%
</TABLE>

*   Less than one percent

(1)  Unless otherwise  indicated,  the address of each person whose name appears
     in the table above is c/o Hvide Marine Incorporated, 2200 Eller Drive, P.O.
     Box 13038, Fort Lauderdale, Florida 33316.
(2)  Includes shares directly held by Hvide Trust Limited, L.P. (AHvide Trust@).
     Hvide  Holdings  Corp.  ("Hvide  Holdings") is the sole general  partner of
     Hvide Trust and J. Erik Hvide is the sole  shareholder  of Hvide  Holdings,
     with sole power to act on its behalf.  A substantial  portion of the shares
     beneficially owned by Mr. Hvide (including the shares owned by Hvide Trust)
     are  pledged  to secure  borrowings.  In the event  such  shares  were sold
     pursuant to such  pledges  (resulting  in the  conversion  of the shares of
     Class B Common  Stock  into  Class A Common  Stock),  the shares of Class B
     Common Stock beneficially owned by Clipper Capital  Associates,  L.P. would
     represent in the aggregate  71.4% of the  outstanding  shares of such Class
     and 36.5% of the voting power of all of the  Company's  Common  Stock.  Mr.
     Hvide has  advised  the  Company  that some or all of the shares  currently
     subject to such pledges are expected to be released  therefrom during 1999;
     however,  no assurance can be given as to whether or when such release will
     be effected or the number of shares as to which pledges will be released.
(3)  Member of the Investor Group, defined as the "Investor Shareholders" in the
     Company's  Articles of Incorporation.  The Investor Group owns an aggregate
     of 614,924  shares of Class A Common Stock and 1,050,598  shares of Class B
     Common Stock.  The address of Clipper Capital  Associates,  L.P.  ("Clipper
     Capital"),  Clipper/Merban, L.P., Clipper/Merchant HMI, L.P., Clipper/ Park
     HMI, L.P. is c/o Clipper Capital Associates,  L.P., 650 Madison Avenue, 9th
     Floor, New York, New York 10022. The address of Metropolitan Life Insurance
     Company is 334 Madison Avenue,  P.O. Box 633, Convent  Station,  New Jersey
     07961-0633.  The  address of Olympus  Growth  Fund II,  L.P. is c/o Olympus
     Partners, Metro Center, One Station Place, Stamford, Connecticut 06902.
(4)  Includes 9,442 shares owned by Clipper  Capital and an aggregate of 614,601
     shares  held  by   Clipper/Merban,   L.P.,   Clipper/Merchant,   L.P.   and
     Clipper/Park,  L.P.  (collectively,  the "Clipper  Limited  Partnerships").
     Clipper Capital is the general partner of the Clipper Limited Partnerships,
     and Mr.  Calhoun is an officer,  director and  stockholder of the corporate
     general partner of Clipper Capital;  thus,  Clipper Capital and Mr. Calhoun
     may each be deemed to be the  beneficial  owner of the  shares  held by the
     Clipper Limited Partnerships.
(5)  Excludes 17,985 shares in which John J. Lee has a pecuniary  interest as an
     investor in the Clipper Limited Partnerships.
(6)  Based upon a Schedule 13G filed with the  Commission  on February 10, 1999.
     The address of Ryback Management Corporation is 7711 Carondelet Avenue, Box
     16900, St. Louis, Missouri 63105.
(7)  Represents  shares of Class A Common  Stock  issuable  upon  conversion  of
     convertible securities of Hvide Capital Trust.
(8)  Based upon a Schedule 13G filed with the  Commission on August 8, 1997. The
     address of Wellington  Management Company, LLP is 75 State Street,  Boston,
     Massachusetts 02109.
(9)  Based upon a Schedule 13G filed with the  Commission  on February 18, 1998.
     The address of Pilgrim  Baxter &  Associates,  Ltd. and PBHG Growth Fund is
     825 Duportail Road, Wayne, Pennsylvania 19087.



<PAGE>


(10)Based upon a Schedule  13G/A filed with the Commission on February 10, 1999.
     The  address of Loomis,  Sayles & Company,  L.P. is One  Financial  Center,
     Boston, Massachusetts 02111.
(11)Based upon a Schedule  13G filed with the  Commission  on February 10, 1999.
     The address of the Equitable  Companies  Incorporated is 1290 Avenue of the
     Americas, New York, New York 10104.

Item 13.  Certain Relationships and Related Transactions

         The   following  are   descriptions   of  certain   relationships   and
transactions between the Company, its directors,  executive officers and certain
other persons. Information regarding transactions with certain directors appears
under "Compensation  Committee Interlocks and Insider  Participation" in Item 11
above.

         The Company has a non-compete agreement with Hans J. Hvide, the founder
of the Company and father of its current  Chairman,  pursuant to which Mr. Hvide
receives a fee of $185,000 each year (subject to annual  adjustment based on the
Consumer  Price Index) in exchange for an agreement  not to provide any services
to any person in competition  with the Company.  The agreement  expires upon the
earlier of September  30, 2014 or the death of Mr.  Hvide.  The agreement can be
terminated by the Company only if Mr. Hvide  materially  breaches the agreement,
and by Mr. Hvide only if the Company fails to pay the specified fee.

         The Company  also has a  post-retirement  benefits  agreement  with Mr.
Hvide  pursuant to which he receives  the use of an  automobile,  major  medical
health  insurance  for  himself  and for his  spouse,  the use of an office  and
secretarial  assistance,  and a payment  of $2,000  each  month in lieu of other
expenses.  The term of the agreement is for the life of Mr.  Hvide,  except that
(1) major medical health insurance is to be provided for the life of Mr. Hvide's
spouse, and (2) in the event the Company  terminates the non-compete  agreement,
the post-retirement benefits agreement terminates automatically.

         Maritime Transport Development Corp. ("Maritime Transport"),  a company
wholly owned by Hans J. Hvide,  is the  successor in interest to the entity that
developed and engineered and provides marketing services for the CATUG(R) vessel
design.  Maritime Transport receives a commission equal to 1.25% of charter hire
received  by the Company for two such  vessels as payment  for  development  and
engineering  services relating to the vessels.  Commissions earned for 1998 were
approximately $203,000.

         At December 31, 1998,  Maritime  Transport  was indebted to the Company
for approximately $163,000 for accounts receivable, which accounts are currently
accruing interest at a rate of 7.5%.

         The Company has entered into  agreements to indemnify J. Erik Hvide and
Hans J. Hvide in connection with certain  matters,  subject to and in accordance
with Florida law.  These  agreements  also provide that the Company will advance
expenses  (including legal fees) incurred by both individuals,  subject to their
undertaking to reimburse the Company for such expenses if it is determined  that
they are not entitled to indemnification under Florida law.

         In August 1996, the Company,  the Investor  Group,  J. Erik Hvide,  the
Hvide Trusts entered into a  recapitalization  agreement (the  "Recapitalization
Agreement")  in  connection  with the initial  public  offering of the Company's
Class A Common Stock. Under the Recapitalization  Agreement,  the Company agreed
to pay an annual advisory fee of $100,000 to the Investor Group,  such amount to
be reduced by the  compensation  received  by Messrs.  Calhoun  and Lee in their
capacities  as  directors  of the  Company.  In  1998,  $40,612  was paid to the
Investor Group pursuant to the Recapitalization Agreement.




<PAGE>



         The investment banking firm of Donaldson,  Lufkin & Jenrette Securities
Corporation,  of which Mr. Low is a Managing Director, provided the Company with
investment banking services during 1998.

         During  the  1998  first  quarter,  J.  Erik  Hvide  received  advances
aggregating $80,000 against his 1997 annual bonus, which was paid in March 1998.
No interest was paid by Mr. Hvide on these advances.


<PAGE>



                                   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.

                             HVIDE MARINE INCORPORATED



                             By:  /s/ JOHN H. BLANKLEY                      
                                            John H. Blankley
                             Executive Vice President & Chief Financial Officer