<PAGE>   1
================================================================================

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

                            ------------------------
                                    FORM 10-Q

         [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 1998

                                       OR

         [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE EXCHANGE ACT OF 1934

                        Commission file number 333-38157

                             FIRST WAVE MARINE, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                               76-0461352
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
  incorporation or organization)

   4000 S. SHERWOOD FOREST BOULEVARD
              SUITE 603
        BATON ROUGE, LOUISIANA                       70816
(Address of principal executive offices)           (Zip Code)


         Registrant's telephone number, including area code: (504) 292-8800



         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 [ ]

 Number of shares of common stock outstanding as of August 12, 1998: 11,756,955

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<PAGE>   2

                             FIRST WAVE MARINE, INC.

                               INDEX TO FORM 10-Q
                        FOR THE THREE MONTH PERIOD ENDED
                                  JUNE 30, 1998


<TABLE>
<CAPTION>

                                                                                            PAGE

<S>              <C>                                                                     <C>
PART I:           FINANCIAL INFORMATION

Item 1.           Financial Statements

                    Consolidated Balance Sheets - June 30, 1998 and
                      December 31, 1997                                                     1

                    Consolidated Statements of Operations for the Three Month
                      And Six Month Periods Ended June 30, 1998 and 1997                    2

                    Consolidated Statements of Cash Flows for the Six Month
                      Period Ended June 30, 1998 and 1997                                   3

                    Notes to Unaudited Consolidated Financial Statements                    4

Item 2.          Management's Discussion and Analysis of Financial Condition
                      and Results of Operations                                             8


PART II:         OTHER INFORMATION

Item 2.             Changes in Securities and Use of Proceeds                              15

Item 4.             Submission of Matters to a Vote of Security Holders                    16

Item 6.             Exhibits and Reports on Form 8-K                                       16
</TABLE>


<PAGE>   3

ITEM 1.      FINANCIAL STATEMENTS

                    FIRST WAVE MARINE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                                     ASSETS

                                                                       June 30,     December 31,
                                                                         1998          1997
                                                                    -----------    --------------
                                                                    (Unaudited)
<S>                                                                 <C>            <C>           
Current assets:
   Cash and cash equivalents                                        $    17,371    $          378
   Investments available-for-sale                                         2,000              --
   Investments held-to-maturity                                          11,028              --
   Accounts receivable, less allowance of $213 in 1998
      and $37 in 1997                                                    19,740             8,488
   Inventories                                                            1,121               792
   Costs and estimated earnings in excess of billings on
      uncompleted contracts                                                 659               793
   Prepaids and other                                                       386               341
   Income tax receivable                                                  1,161               773
   Deferred income taxes                                                    101               281
                                                                    -----------    --------------
      Total current assets                                               53,567            11,846
Property and equipment, net                                              61,576            23,326
Financing costs, net                                                      4,209             1,438
Goodwill and other intangibles, net                                      16,648             2,726
Deposits and other                                                          678               210
                                                                    -----------    --------------
                                                                    $   136,678    $       39,546
                                                                    ===========    ==============

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                                    $     5,687    $          215
   Trade accounts payable                                                 3,904             1,354
   Accrued liabilities                                                    8,228             3,319
   Accrued interest payable                                               4,125               637
                                                                    -----------    --------------
      Total current liabilities                                          21,944             5,525
Long-term obligations                                                     3,209            17,781
Subordinated debt                                                         6,328             6,876
Senior notes                                                             90,000              --
Deferred income taxes                                                     5,556               632
Other liabilities                                                         1,536               678
Commitments and contingencies                                              --                --
Stockholders' equity:
   Preferred stock, $.01 par value, 2,000 shares
       authorized, no shares issued                                        --                --
   Common stock, $.01 par value, 21,000 shares
       authorized, 11,757 shares issued and outstanding
       at June 30, 1998 and December 31, 1997                               118               118
   Additional paid-in capital                                             3,490             3,490
   Retained earnings                                                      4,497             4,446
                                                                    -----------    --------------
                                                                          8,105             8,054
                                                                    -----------    --------------
                                                                    $   136,678    $       39,546
                                                                    ===========    ==============
</TABLE>

The accompanying notes are an integral part of these statements 


                                       1


<PAGE>   4



                    FIRST WAVE MARINE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three and Six Month Periods Ended June 30,
                     (In thousands, except per share data)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                              Three Months Ended           Six Months Ended
                                                                   June 30,                     June 30,
                                                             1998          1997           1998           1997 
                                                          ----------    ----------     ----------     ----------
<S>                                                       <C>           <C>            <C>            <C>       
Revenues:
   Repair and upgrades                                    $   17,328    $    6,704     $   30,696     $   13,505
   New construction                                            2,723           117          3,742            881
   Environmental services                                      1,328         1,195          2,709          2,555
                                                          ----------    ----------     ----------     ----------
                                                              21,379         8,016         37,147         16,941
Cost of revenues                                              13,749         4,213         23,931          9,493
                                                          ----------    ----------     ----------     ----------
   Gross profit                                                7,630         3,803         13,216          7,448
General and administrative expenses                            3,735           994          7,439          2,807
                                                          ----------    ----------     ----------     ----------
   Income from operations                                      3,895         2,809          5,777          4,641
Interest expense - net                                         2,338           424          4,064            842
Minority interest in net earnings of subsidiary                 --             237           --              403
                                                          ----------    ----------     ----------     ----------
   Income before income taxes and extraordinary item           1,557         2,148          1,713          3,396
Income tax expense                                               646           871            729          1,364
                                                          ----------    ----------     ----------     ----------
   Income before extraordinary item                              911         1,277            984          2,032
Extraordinary item-loss on extinguishment of debt, net
    of income tax benefit of $559                               --            --             (933)          --
                                                          ----------    ----------     ----------     ----------

   Net income                                             $      911    $    1,277     $       51     $    2,032
                                                          ==========    ==========     ==========     ==========

Basic and diluted earnings per share:
   Before extraordinary item                              $     0.08    $     0.12     $     0.08     $     0.19
   Extraordinary item                                           --            --            (0.08)          --
                                                          ----------    ----------     ----------     ----------

   Net income                                             $     0.08    $     0.12     $     0.00     $     0.19
                                                          ==========    ==========     ==========     ==========

Weighted-averaged shares:
   Basic and diluted                                          11,757        10,650         11,757         10,650
                                                          ==========    ==========     ==========     ==========
</TABLE>




The accompanying notes are an integral part of these statements.

                                       2

<PAGE>   5



                    FIRST WAVE MARINE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Six Month Periods Ended June 30,
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                  1998               1997
                                                                             --------------     --------------
<S>                                                                          <C>                <C>           
Cash flows from operating activities:
   Net income                                                                $           51     $        2,032
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization                                                   1,833                650
      Accretion of discounts on investments held-to-maturity                           (235)              --
      Minority interest on earnings                                                    --                  403
      Provision for doubtful accounts                                                   140               --
      Gain on sale of property and equipment                                             (8)              --
      Write-off of property and equipment                                                68               --
      Write-off of financing costs                                                      469               --
      Deferred income tax provision                                                     511                344
      Change in assets and liabilities, net of effects from acquisitions:
        Accounts receivable                                                          (7,764)            (1,788)
        Inventories                                                                    (299)              (217)
        Costs and estimated earnings in excess        
          of billings on uncompleted contracts                                          831                 90
        Other assets                                                                    716                 30
        Income tax receivable                                                        (1,613)               139
        Deposits and other                                                             (326)              --
        Due to bank                                                                    --                  (88)
        Trade accounts payable                                                        1,450               (171)
        Accrued liabilities                                                           3,305                204
        Accrued interest payable                                                      3,488               --
        Other liabilities                                                               558                288
                                                                             --------------     --------------
              Net cash provided by operating activities:                              3,175              1,916
                                                                             --------------     --------------
Cash flows from investing activities:
   Acquisition of property and equipment                                            (11,605)              (300)
   Acquisition of businesses, net of cash acquired                                  (19,399)              --
   Purchase of investments held-to-maturity                                         (10,792)              --
   Purchase of investments available-for-sale                                        (2,000)              --
   Proceeds from sales of property and equipment                                         31               --
   Asset acquisition costs                                                              (30)              --
                                                                             --------------     --------------
               Net cash used in investing activities                                (43,795)              (300)
                                                                             --------------     --------------
Cash flows from financing activities:
   Proceeds from issuance of debt                                                    90,000                841
   Payments on long-term debt and notes payable                                     (27,927)              (580)
   Net payments on revolving lines of credit                                         (1,027)            (1,519)
   Financing costs                                                                   (3,433)              --
                                                                             --------------     --------------
               Net cash provided by (used in) financing activities                   57,613             (1,258)
                                                                             --------------     --------------
               Net increase in cash and cash equivalents                             16,993                358
Cash and cash equivalents at beginning of period                                        378               --
                                                                             --------------     --------------
Cash and cash equivalents at end of period                                   $       17,371     $          358
                                                                             ==============     ==============
</TABLE>


    The accompanying notes are an integral part of these statements.

                                       3

<PAGE>   6


                    FIRST WAVE MARINE, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


Note 1   In the opinion of management the accompanying unaudited consolidated
         financial statements reflect all adjustments necessary to present
         fairly the financial position of First Wave Marine, Inc. ("First Wave"
         or the "Company") as of June 30, 1998, and the results of operations
         for the three and six month periods ended June 30, 1998 and 1997 and
         cash flows for the six month periods ended June 30, 1998 and 1997. All
         such adjustments are of a normal recurring nature. These interim
         financial statements should be read in conjunction with the audited
         financial statements and related notes included in the Company's Annual
         Report on Form 10-K for the year ended December 31, 1997.

Note 2   The consolidated financial statements include the accounts of First
         Wave and its wholly-owned subsidiaries. All material intercompany
         transactions are eliminated in consolidation.

Note 3   The results of operations for the six month period ended June 30,
         1998 are not necessarily indicative of the results to be expected for
         the entire year.

Note 4   11% Senior Notes Offering - On February 2, 1998, the Company
         completed a registered offering of $90,000 aggregate principal amount
         of senior notes. The senior notes bear interest at the rate of 11% per
         annum; principal is due at maturity in February 2008. The senior notes
         are fully and unconditionally guaranteed, jointly and severally, by all
         of the Company's direct and indirect subsidiaries. Each subsidiary
         guarantor is 100% owned by the Company.

         The Company is subject to restrictive covenants under the related trust
         indenture. The indenture contains covenants that, among other things,
         limit the ability of the Company and its subsidiaries to incur
         additional indebtedness, make certain investments, create some types of
         liens, enter into certain transactions with affiliates, sell assets,
         enter into some types of mergers and consolidations, allow subsidiaries
         to create certain dividend and other payment restrictions, enter into
         sale and leaseback transactions, and issue or sell capital stock of
         subsidiaries.

         Separate financial statements and other disclosures concerning the
         subsidiary guarantors are not presented because management has
         determined such financial statements and other disclosures are not
         material to investors. The combined


                                       4

<PAGE>   7

         condensed income statement information for the Company's subsidiary
         guarantors is the same as the Company's. The combined condensed balance
         sheet information of the Company's subsidiary guarantors is as follows:

<TABLE>
<CAPTION>

                                                                         June 30,   December 31,
                                                                          1998          1997
                                                                       ----------    ----------
<S>                                                                    <C>           <C>       
                Current assets
                     Cash and cash equivalents                         $     --      $      373
                     Accounts receivable                                   19,724         8,425
                     Other                                                  2,239         2,269
                                                                       ----------    ----------
                                                                           21,963        11,067
                     Property and equipment                                61,418        23,304
                     Intangible assets                                     14,248         1,105
                     Other                                                    387         1,141
                                                                       ----------    ----------
                         Total assets                                  $   98,016    $   36,617
                                                                       ==========    ==========

                Current liabilities                                    $   17,205    $    4,228
                Non-current liabilities                                    54,550        25,565
                Stockholders' equity                                       26,261         6,824
                                                                       ----------    ----------
                         Total liabilities and Stockholders' equity    $   98,016    $   36,617
                                                                       ==========    ==========
</TABLE>


Note 5   Acquisitions - On February 2, 1998, the Company completed the
         acquisition of all of the outstanding capital stock of John Bludworth
         Marine, a company that owns and operates shipyard facilities in
         Pasadena, Texas and Galveston, Texas. The Company paid $15,000 in cash
         and issued a promissory note in the amount of $4,000. The Company used
         a portion of the proceeds from its $90,000 senior notes offering
         (discussed above) to fund the cash portion of the acquisition. The
         promissory note was adjustable upward or downward based upon
         outstanding debt and a final calculation of earnings before interest,
         taxes, depreciation and amortization of the acquired company. The final
         calculation of the applicable outstanding debt of John Bludworth Marine
         resulted in an increase to the purchase price of approximately $5,157.
         The final calculation of EBITDA resulted in an increase to the purchase
         price of approximately $1,480. The promissory note bore interest at
         8.5% per annum and was payable on or before July 31, 1998.

         On May 27, 1998, $5,157 of the promissory note was paid. The balance of
         the note, approximately $5,500 was paid on July 30, 1998.

         The acquisition has been accounted for as a purchase and the results of
         John Bludworth Marine have been included in the accompanying
         consolidated financial statements since the date of the acquisition.
         The allocation of the purchase price resulted in intangibles, primarily
         goodwill, of approximately $14,081 which is being amortized on a
         straight-line basis over a forty year period.


                                       5

<PAGE>   8

         On May 15, 1998, the Company completed the acquisition of certain
         assets of the Barge Building Division of Galveston Shipbuilding Company
         ("BBD - GSC"). The Company acquired the fixed assets, including land, a
         contract to build four tank barges and up to five barge covers, and the
         name "Galveston Shipbuilding Company" for $5,500, subject to a final
         purchase price adjustment based upon the performance of the business.
         The acquisition has been accounted for as a purchase and the results of
         BBD - GSC have been included in the accompanying consolidated financial
         statements since the date of the acquisition.

         The following unaudited pro forma consolidated results of operations
         have been prepared as if John Bludworth Marine and BBD-GSC had been
         acquired as of January 1 of fiscal 1998 and 1997. This pro forma
         information is not necessarily indicative of the results of operations
         that would have occurred had the acquisitions been made on those dates
         or of results which may occur in the future.

<TABLE>
<CAPTION>
                                           Three Months Ended         Six Months Ended
                                                June 30,                  June 30,
                                            1998         1997         1998         1997
                                         ---------    ---------    ---------    ---------
<S>                                      <C>          <C>          <C>          <C>      
Revenues                                 $  23,338    $  18,712    $  45,128    $  38,334
Income before extraordinary item             1,133        2,036        1,910        3,549
Net income                                   1,133        2,036          977        3,549
Basic and diluted earnings per share:
 Before extraordinary item               $    0.10    $    0.19    $    0.16    $    0.33
 Net income                                   0.10         0.19         0.08         0.33

</TABLE>


Note 6   Shareholder Line of Credit - In February 1998, the board of directors
         of the Company approved a maximum $1,000 line of credit available to
         three employee director shareholders of the Company. The line of credit
         allows borrowings of up to $600 to one of the shareholders and up to
         $200 to each of the other two shareholders. Any borrowings under the
         line of credit will bear an interest rate of 6% per annum with interest
         payable annually and principal to be amortized over a ten year period
         through the pro rata reduction of the line of credit commencing March
         2001.

Note 7   Cash and Cash Equivalents - The Company maintains cash and cash
         equivalents with various financial institutions. At times, the balances
         in these accounts could exceed the FDIC insured balance limit of $100
         per bank.

         At June 30, 1998, the Company had $13,555 invested in a money market
         fund. The fund seeks to pay income monthly and to maintain a constant
         value of $1 per share. The fund invests in high quality money market
         instruments which consist primarily of U.S. Treasury obligations,
         obligations issued or guaranteed by U.S. agencies or instrumentalities,
         mortgage-backed securities, commercial paper, bank obligations and
         deposit notes.


                                       6

<PAGE>   9

Note 8   Investments Available-for-Sale - Included in investments
         available-for-sale at June 30, 1998 is an investment in a mutual fund
         which invests in another portfolio that invests primarily in "loan
         interest" - portions of senior, floating-rate loans made by U.S. banks
         and other financial institutions to large corporate customers. The fund
         seeks to achieve a high level of current income while minimizing
         fluctuations in net asset values. The carrying value and estimated fair
         value of the investment at June 30, 1998 were substantially the same.

Note 9   Investments Held-to-Maturity - As a result of the 11% Senior Notes
         offering, the Company was required to deposit funds into a trust
         account to pay the first and second semi-annual interest payments on
         the notes. As a result, two securities were purchased with maturity
         dates as near as possible to the interest payment dates. A Fannie Mae
         Discount Note with a maturity date of July 27, 1998 was purchased for
         approximately $4,824 to cover the August 1, 1998 interest payment. A
         U.S. Treasury Bill with a maturity date of January 7, 1999 was
         purchased for approximately $4,718 to cover the February 1, 1999
         interest payment. At maturity, the value of both securities will
         approximate the amount of the semi-annual interest payment, which is
         $4,950. The approximate fair value of the above two securities at June
         30, 1998 was $9,748.

         Also included in "Investments held-to-maturity" are a certificate of
         deposit with a financial institution in the amount of $1,000 with a
         maturity date of February 4, 1999, and another certificate of deposit
         with another financial institution in the amount of $250 with a
         maturity date of February 3, 1999. The balances of both certificates of
         deposit exceed the FDIC insured balance limit of $100 per bank.

Note 10  Line of Credit - On June 9, 1998, the Company entered into a credit
         agreement to obtain a $10,000 revolving line of credit facility with a
         financial institution. The facility is collateralized by accounts
         receivable. Borrowings on the line of credit bear interest at the Wall
         Street Journal Prime Rate plus one-half percent. There were no
         borrowings outstanding on the line of credit at June 30, 1998.


                                       7


<PAGE>   10



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

         All statements other than statements of historical fact contained in
         this Form 10-Q, including statements in this "Management's Discussion
         and Analysis of Financial Condition and Results of Operations"
         concerning results of operations, results from proposed shipyard
         acquisitions, future expansion plans and other matters are
         forward-looking statements. Forward-looking statements in this Form
         10-Q generally are accompanied by words such as "anticipate,"
         "believe," estimate" or "expect" or similar statements. Although the
         Company believes that the expectations reflected in such
         forward-looking statements are reasonable, no assurance can be given
         that such expectations will prove correct. Factors that could cause the
         Company's results to differ materially from the results discussed in
         such forward-looking statements include risks such as the dependence on
         the oil and gas industry, difficulties related to managing growth in
         operations, dependence on significant customers, competition, the risks
         associated with contractual pricing, the success of the recent
         expansion into the offshore drilling rig segment, and labor, operating,
         regulatory and other risks in the shipbuilding industry as well as
         risks relating to the capital expenditure budgets of the Company's
         customers in the offshore support vessel, offshore barge and inland
         marine industries. All forward-looking statements in this Form 10-Q are
         expressly qualified in their entirety by the cautionary statements in
         this paragraph.

         The following discussion of the Company's financial condition, results
         of operations, liquidity and capital resources should be read in
         conjunction with the Company's Consolidated Financial Statements and
         the Notes to the Consolidated Financial Statements included elsewhere
         in this report.

         GENERAL

         The Company's business is primarily derived from providing repair and
         upgrade services to inland and offshore marine vessels, including
         barges, boats, drilling rigs and ships. To a lesser extent the Company
         engages in new construction of such inland and offshore marine vessels.
         The Company believes the demand for repair and upgrade services is
         significantly more stable than the demand for new construction. While
         trends in oil and natural gas prices can affect the demand for offshore
         support vessels and drilling rigs, the Company anticipates its demand
         will remain strong for repair activity even with a short-term downturn
         in oil and gas prices. While any prolonged depression in oil and
         natural gas prices could have an adverse effect on the Company's
         results of operations if a significant number of offshore support
         vessels and drilling rigs were taken out of active service in the Gulf
         of Mexico, the declines in oil and gas prices in 1998 have not affected
         the Company's operations to date.


                                       8

<PAGE>   11

         The Company currently operates three shipyards in the Houston, Texas
         area (Brady Island, Greens Bayou and Pasadena) and three in the
         Galveston, Texas area (East Pelican Island, West Pelican Island and
         Galveston Island). The Company acquired the Pasadena and West Pelican
         Island shipyards on February 2, 1998, and the Galveston Island shipyard
         on May 15, 1998. The Company currently employs approximately 1,000
         production workers at its six shipyards.

         The Company also provides related environmental services, including
         cleaning, degassing and wastewater treatment. Although this business
         comprises a small percentage of the Company's total revenues, it
         generates high margins and enhances the Company's strategy to be the
         only one-stop source of all shipyard services for all segments of the
         offshore and inland marine markets in Texas.

         RECENT DEVELOPMENTS

         On May 15, 1998, the Company acquired its Galveston Island shipyard
         with its completion of the acquisition of certain assets of the Barge
         Building Division of Galveston Shipbuilding Company ("BBD - GSC"). The
         Company acquired the fixed assets, including land, a contract to build
         four tank barges and up to five barge covers, and the name "Galveston
         Shipbuilding Company" for $5.5 million, subject to a final purchase
         price adjustment based upon the performance of the business. The
         acquisition has been accounted for as a purchase and the results of BBD
         - GSC have been included in the accompanying consolidated financial
         statements since the date of acquisition.

         Simultaneously with closing the senior notes offering, the Company
         completed the acquisition of all of the outstanding shares of John
         Bludworth Marine, Inc. ("John Bludworth Marine"). The John Bludworth
         Marine acquisition provided the Company with the Pasadena facility near
         Houston, Texas and the West Pelican Island facility in Galveston,
         Texas. The Company paid $15.0 million in cash and issued a promissory
         note in the amount of $4.0 million. The promissory note was adjustable
         upward or downward based upon outstanding debt and a final calculation
         of earnings before interest, taxes, depreciation and amortization
         ("EBITDA") of the acquired company. The final calculation of the
         applicable outstanding debt of John Bludworth Marine resulted in an
         increase to the purchase price of approximately $5.2 million. The final
         calculation of EBITDA resulted in an increase to the purchase price of
         approximately $1.5 million. The promissory note as adjusted for
         outstanding debt and EBITDA bore interest at 8.5% per annum and was
         payable on or before July 31, 1998. On May 27, 1998, the Company paid
         approximately $5.2 million of the promissory note. The Company made the
         final payment on the balance of the note, approximately $5.5 million,
         on July 30, 1998.


                                       9

<PAGE>   12


         RESULTS OF OPERATIONS

         Comparison of the three months ended June 30, 1998 to the three months
         ended June 30, 1997.

         Revenues increased 167% to $21.3 million in the 1998 period, compared
         with $8.0 million in the 1997 period, primarily due to five additional
         shipyards in operation during the 1998 period as compared to only one
         shipyard in operation during the 1997 period. The Greens Bayou facility
         began operations in the third quarter of 1997. The East Pelican Island
         facility, a start-up, began generating revenues in the first quarter of
         1998. As discussed above, the Pasadena and West Pelican Island
         facilities were acquired on February 2, 1998. The Galveston Island
         facility was acquired on May 15, 1998 as a result of the BBD-GSC
         acquisition. Only the results of operation of BBD-GSC subsequent to the
         date of acquisition are included in the results of operations of the
         Company for the three month period ended June 30, 1998.

         Cost of revenues rose 226% to $13.7 million in the 1998 period from
         $4.2 million in the 1997 period, primarily due to the additional
         shipyards in operation during the 1998 period.

         Gross profit increased 101% to $7.6 million in the 1998 period from
         $3.8 million in the 1997 period due to the additional shipyards in
         operation during the 1998 period. The gross profit margin decreased to
         36% in the 1998 period from 47% in the 1997 period, primarily due to
         the start-up nature of the East Pelican Island shipyard, and the
         decrease in higher margin environmental services revenue as a
         percentage of total revenue.

         General and administrative expenses increased 276% to $3.7 million in
         the 1998 period from $1.0 million in the 1997 period. General and
         administrative expenses as a percentage of revenues for the 1998 period
         represented 17% of total revenues, as compared to 12% for the 1997
         period. The increase in general and administrative expenses as a
         percentage of revenues is primarily due to the full staffing and
         certain overhead expenses incurred at the start-up of the Company's
         East Pelican Island operations in advance of revenue generation.

         Net interest expense rose to $2.3 million in the 1998 period from
         $424,000 in the 1997 period due to three months of interest expense on
         the $90 million 11% Senior Notes reflected in the 1998 period.

         The elimination of minority interest in the 1998 period from
         approximately $237,000 in the 1997 period is due to all minority
         shareholders of this subsidiary exchanging their shares for shares in
         First Wave effective December 31, 1997. As a result, First Wave has
         owned 100% of the common stock of all of its subsidiaries for the
         entire 1998 period. 


                                       10

<PAGE>   13

         The decrease in income tax expense from approximately $871,000 in the
         1997 period to $646,000 in the 1998 period is directly attributable to
         the decrease in income before income taxes and extraordinary item.

         The decrease in net earnings from the 1997 period to the 1998 period is
         due primarily to the following: the additional interest expense related
         to the $90 million senior notes, and the increase in general and
         administrative expenses related to the start-up of the Company's East
         Pelican Island shipyard during the 1998 period.

         Comparison of the six months ended June 30, 1998 to the six months
         ended June 30, 1997.

         Revenues increased 119% to $37.1 million in the 1998 period, compared
         with $16.9 million in the 1997 period, primarily due to five additional
         shipyards in operation during the 1998 period as compared to only one
         shipyard in operation during the 1997 period. The Greens Bayou facility
         began operations in the third quarter of 1997. The East Pelican Island
         facility, a start-up, began generating revenues in the first quarter of
         1998. As discussed above, the Pasadena and West Pelican Island
         facilities were acquired on February 2, 1998 as a result of the John
         Bludworth Marine acquisition. The Galveston Island facility was
         acquired on May 15, 1998 as a result of the BBD-GSC acquisition. Only
         the results of operation of John Bludworth Marine and BBD-GSC
         subsequent to the date of acquisition are included in the results of
         operations of the Company for the six month period ended June 30, 1998.

         Cost of revenues rose 152% to $23.9 million in the 1998 period from
         $9.5 million in the 1997 period, primarily due to the additional
         shipyards in operation during the 1998 period.

         Gross profit increased 77% to $13.2 million in the 1998 period from
         $7.4 million in the 1997 period due to the additional shipyards in
         operation during the 1998 period. The gross profit margin decreased to
         36% in the 1998 period from 44% in the 1997 period, primarily due to
         the expenses incurred as a result of the start-up nature of the East
         Pelican Island shipyard, and the decrease in higher margin
         environmental services revenue as a percentage of total revenue.

         General and administrative expenses increased 165% to $7.4 million in
         the 1998 period from $2.8 million in the 1997 period. General and
         administrative expenses as a percentage of revenues for the 1998 period
         represented 20% of total revenues, as compared to 17% for the 1997
         period. The increase in general and administrative expenses as a
         percentage of revenues is primarily due to the full staffing and
         certain overhead expenses incurred at the start-up operations in
         advance of revenue generation.


                                       11

<PAGE>   14

         Net interest expense rose to $4.1 million in the 1998 period from
         $842,000 in the 1997 period due to five months of interest expense on
         the $90 million 11% Senior Notes reflected in the 1998 period.

         The elimination of minority interest in the 1998 period from
         approximately $403,000 in the 1997 period is due to all minority
         shareholders of this subsidiary exchanging their shares for shares in
         First Wave effective December 31, 1997. As a result, First Wave has
         owned 100% of the common stock of all of its subsidiaries for the
         entire 1998 period.

         The decrease in income tax expense from approximately $1.4 million in
         the 1997 period to $729,000 in the 1998 period is directly attributable
         to the decrease in income before income taxes and the extraordinary
         item.

         The extraordinary item reflected in the 1998 period of approximately
         $933,000 relates to approximately $1.5 million in loss on
         extinguishment of debt, net of income tax benefit of approximately
         $559,000.

         The decrease in net earnings from the 1997 period to the 1998 period is
         due primarily to the following: the loss on the extinguishment of debt,
         the additional interest expense related to the $90 million senior
         notes, and the increase in general and administrative expenses incurred
         in connection with the start-up of the East Pelican Island shipyard
         during the 1998 period.

         INFLATION AND CHANGING PRICES

         The Company does not believe that general price inflation has had a
         significant impact on the Company's results of operations during the
         periods presented. To the extent that the effects of inflation are not
         offset by improvements in manufacturing and purchasing efficiency and
         labor productivity, the Company generally has been able to take such
         effects into account in pricing its contracts with customers. There can
         be no assurance, however, that inflation will not have a material
         effect on the Company's business in the future.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's ongoing liquidity requirements arise primarily from its
         need to service debt, fund working capital, acquire additional shipyard
         facilities and make capital improvements to its facilities. Prior to
         the Company's senior notes offering discussed below, bank financing and
         internally generated funds provided funding for these activities.

         The Company completed its $90 million 11% Senior Notes offering on
         February 2, 1998. Simultaneous with the senior notes offering, the
         Company used $15.0 million of the net proceeds of the offering to
         complete the John Bludworth Marine 

                                       12

<PAGE>   15

         acquisition. As a provision of the senior notes offering, the Company
         was required to deposit sufficient funds in a trust account to cover
         the first two semi-annual interest payments on the senior notes. The
         expenses incurred by the Company in connection with the senior notes
         offering were approximately $4.4 million. Subsequent to the senior
         notes offering and the John Bludworth Marine acquisition, approximately
         $25.2 million was used to repay indebtedness of the Company. On May 15,
         1998, $5.5 million of the net proceeds of the offering was used to
         complete the BBD-GSC acquisition.

         Excluding the acquisition of the Pasadena facility, the West Pelican
         Island facility and the Galveston Island facility, the Company has used
         approximately $11.6 million of proceeds from the senior notes offering
         on capital expenditures during the six month period ended June 30,
         1998. The Company has budgeted $20 to $22 million of capital
         expenditures for the remainder of 1998.

         During the current quarter of 1998, the Company used a portion of the
         remaining net proceeds of the offering discussed above as follows: $5.5
         million was used to complete the BBD- GSC acquisition and $5.2 million
         was used to paydown the promissory note to the former owner of John
         Bludworth Marine. On July 30, 1998, $5.5 million was used to pay the
         balance of the note to the former owner of John Bludworth Marine.

         Under its indenture entered into in connection with the senior notes
         offering, the Company is permitted to borrow up to the greater of $20
         million or 85% of its accounts receivable. On June 9, 1998, the Company
         obtained a $10.0 million revolving line of credit collateralized by
         accounts receivable. Additionally, the Company has $4.0 million in
         borrowing capacity under another revolving line of credit. There were
         no borrowings outstanding on any of the lines of credit at June 30,
         1998.

         Net cash provided by operating activities for the six month periods
         ended June 30, 1998 and 1997 was $3.2 million and $1.9 million,
         respectively.

         Net cash used in investing activities was $43.9 million and $300,000
         for the six month periods ended June 30, 1998 and 1997, respectively.
         During the 1998 period, cash used in investing activities was for the
         completion of the John Bludworth Marine and BBD-GSC acquisitions,
         capital improvements and the purchase of investments.

         Net cash provided by (used in) financing activities was $57.6 million
         and ($1.3) million for the six month periods ended June 30, 1998 and
         1997, respectively. Cash provided by financing activities resulted from
         the completion of the $90 million 11% Senior Notes offering during the
         period. Cash generated from the 11% Senior Notes offering was used to
         prepay indebtedness of the Company and pay the remainder of the
         financing costs related to the 11% Senior Notes offering.


                                       13

<PAGE>   16

         Management believes that with the remaining proceeds from the 11%
         Senior Notes offering, cash generated from operations, and, if
         necessary, borrowings under the Company's lines of credit, the Company
         will have sufficient resources available to meet its anticipated
         requirements for capital expenditures and working capital needs through
         the remainder of fiscal year 1998.

         YEAR 2000 COMPUTER ISSUE

         Many computer systems in use today were designed and developed using
         two digits, rather than four, to specify the year. As a result, such
         systems will recognize the year 2000 as "00". This could cause many
         computer applications to fail completely or to create erroneous results
         unless corrective measures are taken.

         The Company currently believes that with recent upgrades made to its
         existing software, the Year 2000 problem will not pose significant
         operations problems for the Company's computer systems. The Company has
         initiated discussions with its significant suppliers, large customers,
         financial institutions and utilities to assure that those parties have
         appropriate plans to remediate Year 2000 issues.



                                       14

<PAGE>   17



                           PART II: OTHER INFORMATION



Item 1.           Not Applicable.

Item 2.           Use of Proceeds.

                  The Company completed an offering of $90 million of 11% Senior
                  Notes on February 2, 1998. The underwriter was Schroder & Co.,
                  Inc.

                  Expenses incurred by the Company in connection with the senior
                  notes offering were as follows (in thousands):

<TABLE>

<S>                                                                     <C>    
                           Underwriting discounts and commissions       $ 3,150
                           Legal and accounting fees                        637
                           Printing                                         252
                           Other                                            336
                                                                        -------
                                                                        $ 4,375
                                                                        =======
</TABLE>

                  From February 2, 1998 through June 30, 1998, the Company used
                  offering proceeds as follows (in thousands):

<TABLE>

<S>                                                                         <C>    
                           John Bludworth Marine, Inc. acquisition          $15,000
                           Pledged securities - first year's interest         9,542
                           Repayment of indebtedness, including
                              prepayment penalties                           25,172
                           Partial payment on promissory note to
                              former owner of John Bludworth
                              Marine, Inc.                                    5,275
                           BBD-GSC acquisition                                5,503
                           Capital expenditures                              11,605
                           Expenses of offering (see above)                   4,375
                                                                            -------

                           Total proceeds expended                          $76,472
                                                                            =======
</TABLE>


                  Of the remaining proceeds of $13.5 million, approximately
                  $10.25 million is included in cash and cash equivalents at
                  June 30, 1998 and $3.25 million is included in investments.

                  The remaining proceeds are scheduled to be used as follows:
                  (1) on July 30, 1998 approximately $5.5 million was used to
                  pay the balance of the promissory note to the former owner of
                  John Bludworth Marine, Inc.; and (2) the remainder will be
                  used to cover a portion of the budgeted capital expenditures.


                                       15

<PAGE>   18

Item 3.           Not applicable

Item 4.           Submission of Matters to a Vote of Security Holders

                  The Company's Annual Meeting of Shareholders was held on June
                  29, 1998, at which the shareholders voted on the election of
                  two directors and the appointment of the Company's independent
                  public accountants. All 11,545,009 shares of Common Stock
                  present, in person or by proxy, were voted for the election of
                  James D. Cole and Paul E. O'Neill, II as directors. All shares
                  were voted for the appointment of Grant Thornton, LLP as the
                  Company's independent public accountants for 1998. Directors
                  whose term of office continued were Samuel F. Eakin, Frank W.
                  Eakin and David B. Ammons.

Item 5.           Not applicable

Item 6.           Exhibits and reports on Form 8-K

                  (a)  Exhibits

                      Exhibit
                      Number        Description


                           *2.1     Distribution of Stock Agreement between John
                                    Bludworth Marine, Inc., EAE Services, Inc.,
                                    First Wave Marine, Inc., and Newpark Marine
                                    Fabricators, Inc. (now known as Newpark
                                    Shipbuilding--Pelican Island, Inc.), dated
                                    as of July 29, 1998.

                           *2.2     Articles of Merger of Bludworth Shipyard and
                                    Fabrication, Inc. into Newpark Marine
                                    Fabricators, Inc.(now known as Newpark
                                    Shipbuilding--Pelican Island, Inc.),
                                    effective as of August 6, 1998.

                           *3.1     Articles of Amendment to the Articles of
                                    Incorporation of Louisiana Ship, Inc. (now
                                    known as Newpark Shipbuilding--Greens Bayou,
                                    Inc.), effective as of August 7, 1998.

                           *3.2     Articles of Amendment to the Articles of
                                    Incorporation of Newpark Marine Fabricators,
                                    Inc. (now known as Newpark
                                    Shipbuilding--Pelican Island, Inc.),
                                    effective as of August 7, 1998.

                           *3.3     Articles of Amendment to the Articles of
                                    Incorporation of Newpark Shipbuilding and
                                    Repair, Inc. (now known as Newpark
                                    Shipbuilding--Brady Island, Inc.), effective
                                    as of August 7, 1998.


                                       16


<PAGE>   19

                           *4.1     Indenture between First Wave Marine, Inc.,
                                    as Issuer and Newpark Shipbuilding and
                                    Repair, Inc. (now known as Newpark
                                    Shipbuilding--Brady Island, Inc.), EAE
                                    Services, Inc., EAE Industries, Inc.,
                                    Newpark Marine Fabricators, Inc. (now known
                                    as Newpark Shipbuilding--Pelican Island,
                                    Inc.) and Louisiana Ship, Inc. (now known as
                                    Newpark Shipbuilding--Greens Bayou, Inc.),
                                    as Subsidiary Guarantors and Bank One, N.A.,
                                    as Trustee, dated as of February 2, 1998.

                           *4.2     First Supplemental Indenture between First
                                    Wave Marine, Inc., as Issuer, Subsidiary
                                    Guarantors named therein and Bank One, N.A.,
                                    as Trustee, dated as of February 3, 1998.

                           *4.3     Second Supplemental Indenture between First
                                    Wave Marine, Inc., as Issuer, Subsidiary
                                    Guarantors named therein and Bank One, N.A.,
                                    as Trustee, dated as of May 18, 1998.

                           *10.1    Pledge and Security Agreement between First
                                    Wave Marine, Inc. and Bank One, N.A., as
                                    Pledge Agent and Trustee, dated as of
                                    February 2, 1998.

                           10.2     Sale and Purchase Agreement between FW
                                    Marine Properties, Inc. (now known as
                                    Newpark Shipbuilding--Galveston Island,
                                    Inc.) and Galveston Shipbuilding Company,
                                    dated as of May 1, 1998 (incorporated by
                                    reference to Exhibit 2.1 to the Company's
                                    Current Report on Form 8-K, as filed with
                                    the Commission May 29, 1998).

                           *10.3    Credit Agreement between First Wave Marine,
                                    Inc., as Borrower, each of the banks or
                                    lending institutions from time to time party
                                    thereto, as Banks and Southwest Bank of
                                    Texas, N.A., as Agent, dated as of June
                                    9,1998.

                           *27.1    Financial Data Schedule.


                                    *  Filed herewith

                  (b)  Reports on Form 8-K

                       On May 29, 1998, the Company filed a report on Form
                       8-K relating to the acquisition of certain assets of
                       the Barge Building Division of Galveston Shipbuilding
                       Company, as amended by report on Form 8-K/A filed on
                       July 29, 1998.


                                       17


<PAGE>   20

                                   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.


                                                FIRST WAVE MARINE, INC.





August 14, 1998                                 By: /s/ DAVID B. AMMONS
                                                    ----------------------------
                                                    David B. Ammons
                                                   Executive Vice President and
                                                   Chief Financial Officer



August 14, 1998                                 By: /s/ DALE E. SCHEXNAYDER
                                                    ----------------------------
                                                    Dale E. Schexnayder
                                                    Corporate Controller




                                       18

<PAGE>   21



                                  EXHIBIT LIST

<TABLE>

<S>      <C>                                                                    
*2.1     Distribution of Stock Agreement between John Bludworth Marine, Inc.,
         EAE Services, Inc., First Wave Marine, Inc., and Newpark Marine
         Fabricators, Inc. (now known as Newpark Shipbuilding--Pelican Island,
         Inc.), dated as of July 29, 1998.

*2.2     Articles of Merger of Bludworth Shipyard and Fabrication, Inc. into
         Newpark Marine Fabricators, Inc.(now known as Newpark
         Shipbuilding--Pelican Island, Inc.), effective as of August 6, 1998.

*3.1     Articles of Amendment to the Articles of Incorporation of Louisiana
         Ship, Inc. (now known as Newpark Shipbuilding--Greens Bayou, Inc.),
         effective as of August 7, 1998.

*3.2     Articles of Amendment to the Articles of Incorporation of Newpark
         Marine Fabricators, Inc. (now known as Newpark Shipbuilding--Pelican
         Island, Inc.), effective as of August 7, 1998.

*3.3     Articles of Amendment to the Articles of Incorporation of Newpark
         Shipbuilding and Repair, Inc. (now known as Newpark Shipbuilding--Brady
         Island, Inc.), effective as of August 7, 1998.

*4.1     Indenture between First Wave Marine, Inc., as Issuer and Newpark
         Shipbuilding and Repair, Inc. (now known as Newpark Shipbuilding--Brady
         Island, Inc.), EAE Services, Inc., EAE Industries, Inc., Newpark Marine
         Fabricators, Inc. (now known as Newpark Shipbuilding--Pelican Island,
         Inc.) and Louisiana Ship, Inc. (now known as Newpark
         Shipbuilding--Greens Bayou, Inc.), as Subsidiary Guarantors and Bank
         One, N.A., as Trustee, dated as of February 2, 1998.

*4.2     First Supplemental Indenture between First Wave Marine, Inc., as
         Issuer, Subsidiary Guarantors named therein and Bank One, N.A., as
         Trustee, dated as of February 3, 1998.

*4.3     Second Supplemental Indenture between First Wave Marine, Inc., as
         Issuer, Subsidiary Guarantors named therein and Bank One, N.A., as
         Trustee, dated as of May 18, 1998.

*10.1    Pledge and Security Agreement between First Wave Marine, Inc. and Bank
         One, N.A., as Pledge Agent and Trustee, dated as of February 2, 1998.
</TABLE>


                                       19


<PAGE>   22

<TABLE>

<S>      <C>                                                                   
10.2     Sale and Purchase Agreement between FW Marine Properties, Inc. (now
         known as Newpark Shipbuilding--Galveston Island, Inc.) and Galveston
         Shipbuilding Company, dated as of May 1, 1998 (incorporated by
         reference to Exhibit 2.1 to the Company's Current Report on Form 8-K,
         as filed with the Commission May 29, 1998).

*10.3    Credit Agreement between First Wave Marine, Inc., as Borrower, each of
         the banks or lending institutions from time to time party thereto, as
         Banks and Southwest Bank of Texas, N.A., as Agent, dated as of June
         9,1998.

*27.1    Financial Data Schedule.
</TABLE>


         * Filed herewith


                                       20