<PAGE>   1
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -----------------------

                                   FORM 10-Q

                            -----------------------

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended March 31, 2000

                                       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)

               2102 BROADWAY
               HOUSTON, TEXAS                          77012
  (Address of principal executive offices)           (Zip Code)


       Registrant's telephone number, including area code: (713) 847-4600

               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 May 12, 2000: 11,756,955.

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                            FIRST WAVE MARINE, INC.

                               INDEX TO FORM 10-Q
                        FOR THE THREE MONTH PERIOD ENDED
                                 MARCH 31, 2000


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>        <C>                                                                            <C>
PART I.    FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Balance Sheets - March 31, 2000 and December 31, 1999             1

             Consolidated Statements of Operations for the Three Month
                  Period Ended March 31, 2000 and 1999                                      2

             Consolidated Statement of Cash Flows for the Three Month
                  Period Ended March 31, 2000 and 1999                                      3

             Notes to Unaudited Consolidated Financial Statements                           4

Item 2.      Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 5

Item 3.      Quantitative and Qualitative Disclosures about Market Risk                     7

PART II.   OTHER INFORMATION

Item 1.      Legal Proceedings                                                              8

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

<PAGE>   3
                         PART I: FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

                    FIRST WAVE MARINE, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                     (In thousands, except per share data)
<TABLE>
<CAPTION>
                                     ASSETS
                                                                                      March 31,         December 31,
                                                                                         2000               1999
                                                                                      -----------      --------------
                                                                                      (Unaudited)
<S>                                                                                  <C>               <C>
Current assets:

   Cash and cash equivalents                                                          $      592         $     8,379
   Accounts receivable, less allowance of $178 in 2000 and $160 in 1999                   20,300              12,691
   Inventories                                                                             1,060               1,042
   Costs and estimated earnings in excess of billings on uncompleted contracts             4,707               5,096
   Prepaids and other                                                                        693               1,112
   Income tax receivable                                                                   1,746               1,841
   Deferred income taxes                                                                     851                 755
                                                                                      -----------      --------------
           Total current assets                                                           29,949              30,916
Property and equipment, net                                                               71,931              72,675
Financing costs, net                                                                       3,641               3,765
Goodwill and other intangibles, net                                                       14,570              14,702
Shareholder lines of credit                                                                  840                 783
Deposits and other                                                                           351                 274
                                                                                      -----------      --------------
                                                                                       $ 121,282         $   123,115
                                                                                      ===========      ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

   Outstanding checks in excess of bank balance                                       $    1,875         $       ---
   Accounts payable                                                                        4,989               4,834
   Accrued liabilities                                                                     8,553               8,073
   Billings in excess of costs and estimated earnings on uncompleted contracts               ---                 235
   Accrued interest payable                                                                2,276               4,611
   Current portion of long-term debt                                                         842                 894
   Notes payable and short-term borrowings                                                   648                 182
                                                                                     -----------        ------------
           Total current liabilities                                                      19,183              18,829
Long-term obligations                                                                      6,999               7,205
Subordinated debt                                                                          6,328               6,328
Senior notes                                                                              90,000              90,000
Deferred income taxes                                                                      1,999               2,234
Other liabilities                                                                          1,547               1,510
Commitments and contingencies                                                                ---                 ---
Stockholders' equity (deficit):
   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 March 31, 2000 and December 31, 1999                                118                 118
   Additional paid-in capital                                                              3,490               3,490
   Retained earnings (deficit)                                                            (8,382)             (6,599)
                                                                                     -----------        ------------
           Total stockholders' equity (deficit)                                           (4,774)             (2,991)
                                                                                     -----------        ------------
                                                                                      $  121,282          $  123,115
                                                                                     ===========        ============
</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 MONTH PERIOD ENDED MARCH 31,
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

                                                         2000         1999
                                                     ------------- -----------
Revenues:
   Repair and upgrade                                  $ 21,223    $   21,182
   New construction                                       5,676         3,419
   Environmental services                                 1,020         1,300
                                                     ------------- -----------
                                                         27,919        25,901
Cost of revenues                                         24,771        21,720
                                                     ------------- -----------
   Gross profit                                           3,148         4,181
General and administrative expenses                       2,463         2,588
                                                     ------------- -----------
   Income from operations                                   685         1,593
Interest expense - net                                    2,757         2,528
                                                     ------------- -----------
   Income (loss) before income taxes                     (2,072)         (935)
Income tax expense (benefit)                               (289)         (299)
                                                     ------------- -----------
   Net income (loss)                                   $ (1,783)   $     (636)
                                                     ============= ===========

Basic and diluted earnings (loss) per share:
   Net income (loss)                                   $  (0.15)   $    (0.05)
                                                     ============= ===========

Weighted-average shares:
   Basic and diluted                                     11,757        11,757
                                                     ============= ===========

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>   5


                    FIRST WAVE MARINE, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEAR ENDED DECEMBER 31,
                                 (IN THOUSANDS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                          2000            1999
                                                                                       ------------    -----------
<S>                                                                                    <C>             <C>
Cash flows from operating activities:
   Net loss                                                                            $   (1,783)     $     (636)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                         1,634           1,541
      Accretion of discounts on investments held-to-maturity                                  ---             (33)
      Provision for doubtful accounts                                                          18               8
      Deferred income tax provision                                                          (331)            (33)
   Change in assets and liabilities:
      Accounts receivable                                                                  (7,627)         (5,203)
      Inventories                                                                             (18)           (157)
      Costs and estimated earnings in excess of billings on uncompleted contract              389             789
      Other assets                                                                            419            (612)
      Income tax receivable                                                                    95            (274)
      Deposits and other                                                                     (134)            (66)
      Accounts payable                                                                        155             132
      Accrued liabilities                                                                     479             628
      Billings in excess of costs and estimated earnings on uncompleted contract             (235)            697
      Accrued interest payable                                                             (2,961)         (2,475)
      Other liabilities                                                                       664             235
                                                                                       ------------    -----------
        Net cash used in operating activities                                              (9,236)         (5,459)
                                                                                       ------------    -----------
Cash flows from investing activities:
   Acquisition of property and equipment                                                     (634)         (1,869)
   Proceeds from maturity of investments held-to-maturity                                     ---           6,274
   Proceeds from sales of investments available-for-sale                                      ---           2,077
                                                                                       ------------    -----------
        Net cash (used in) provided by investing activities                                  (634)          6,482
                                                                                       ------------    -----------
Cash flows from financing activities:
   Outstanding checks in excess of bank balance                                             1,875             ---
   Payments on long-term debt and notes payable                                              (262)             (7)
   Net borrowings (repayments) on revolving line of credit                                    470             ---
                                                                                       ------------    -----------
        Net cash provided by (used in) financing activities                                 2,083              (7)
                                                                                       ------------    -----------
        Net (decrease) increase in cash and cash equivalents                               (7,787)          1,016
Cash and cash equivalents at beginning of period                                            8,379           1,654
                                                                                       ------------    -----------
Cash and cash equivalents at end of period                                             $      592      $    2,670
                                                                                       ============    ===========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       3
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                    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 March 31,
               2000 and the results of operations and cash flows for the three
               month periods ended March 31, 2000 and 1999. 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, 1999.

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 three month period ended March
               31, 2000 are not necessarily indicative of the results to be
               expected for the entire year.

                                       4
<PAGE>   7

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

               This report on Form 10-Q contains "forward-looking statements"
               within the meaning of Section 27A of the Securities Act of 1933,
               as amended, and Section 21E of the Securities Exchange Act of
               1934, as amended. All statements other than statements of
               historical facts, included in this Form 10-Q, including
               statements in this "Management's Discussion and Analysis of
               Financial Condition and Results of Operations," as well as
               statements as may be made by management, orally or in writing
               related thereto, are forward-looking statements. Forward-looking
               statements generally are accompanied by words such as
               "anticipate", "believe", "estimate", "expect" or similar
               statements. Such forward-looking statements are subject to
               certain risks, uncertainties and assumptions, including (i)
               risks of reduced levels of demand for the Company's services
               resulting from reduced levels of capital expenditures of the
               Company's customers in the offshore drilling rig, offshore
               support vessel, offshore barge, ship and inland marine
               industries, (ii) risks related to the expansion of operations,
               (iii) operating risks relating to conversion and repair of
               drilling rigs, offshore support vessels, offshore barges, ships
               and inland marine vessels, (iv) contract bidding risks, (v)
               risks related to dependence on significant customers, and (vi)
               risks related to the highly leveraged posture of the Company.
               Additionally, the Company's Annual Report on Form 10-K for the
               year ended December 31, 1999 should be consulted for an expanded
               discussion of risk factors. Should one or more of these risks or
               uncertainties materialize, or should underlying assumptions
               prove incorrect, actual results may vary materially from those
               anticipated, estimated or projected. 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 to have been correct.

               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.

               First Wave 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 also provides related
               environmental services, including cleaning, degassing and
               wastewater treatment. The Company currently employs
               approximately 1,000 employees at its six shipyards.

               RESULTS OF OPERATIONS

               Comparison of the three months ended March 31, 2000 to the three
               months ended March 31, 1999.

               Revenues increased 8% to $27.9 million in the 2000 period,
               compared with $25.9 million in the 1999 period, primarily due to
               the increase in new construction revenue which was partially
               off-set by a reduction in environmental services revenue.

               Cost of revenues rose 14% to $24.8 million in the 2000 period
               from $21.7 million in the 1999 period, due to the additional
               revenue generated.

               Gross profit decreased 25% to $3.1 million in the 2000 period
               from $4.2 million in the 1999 period, primarily due to the
               increase in lower-margin barge new construction work. In
               addition, the inland boat and barge repair market has
               experienced consolidation over the past several years, resulting
               in reduced rates and decreased demand in the market for boat and
               barge repair services.

               The gross profit margin decreased to 11% in the 2000 period from
               16% in the 1999 period, due to the increase in lower margin new
               construction revenue, and the decrease in higher margin inland
               boat and barge repair revenue.

                                       5
<PAGE>   8
               General and administrative expenses decreased slightly to $2.5
               million in the 2000 period from $2.6 million in the 1999 period.
               General and administrative expenses as a percentage of revenues
               for the 2000 period represented 9% of total revenues, as
               compared to 10% for the 1999 period.

               During late 1999, the Company undertook a study of its cost
               classification system. The study included an account by account
               analysis as well as a review of industry practices. Based on the
               results of the study, reclassifications have been made between
               general and administrative expenses and cost of revenues for all
               periods presented.

               Net interest expense rose to $2.7 million in the 2000 period
               from $2.5 million in the 1999 period primarily due to the
               interest incurred on the Company's new credit facility entered
               into October 1999, which includes a $4.0 million term loan.

               During the 2000 period, the Company recognized an income tax
               benefit of approximately 14%, as compared to an income tax
               benefit during the prior period of approximately 32%. The
               benefit recognized in the current period reflects the expected
               tax rate to be applicable for the full fiscal year of 2000.

               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, and make
               capital improvements to its facilities.

               Under its indenture entered into in 1998 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 plus
               up to an additional $5 million. In October 1999, the Company
               entered into a $20 million revolving credit and term loan
               facility (the "Facility") that matures on October 14, 2003. The
               revolving portion of the Facility, initially $16 million, is
               secured by accounts receivable of all but one of the Company's
               subsidiaries. It bears interest at 0.50% per annum in excess of
               The Wall Street Journal prime rate. The term portion of the
               Facility ("Term Loan"), $4 million (the Company has approximately
               $1 million of other debt), is secured by certain dry-docks and
               real estate. The Term Loan bears interest at 1.00% per annum in
               excess of The Wall Street Journal prime rate. The Term Loan
               requires monthly principal payments of $56,000, with the unpaid
               balance due at the maturity of the Facility. The Facility
               required that cumulative net losses of the Company as defined in
               the agreement after October 1, 1999 not exceed $3.0 million. The
               Company is required to pay a fee of 0.25% per annum on the unused
               portion of the total Facility, based on a minimum total loan
               amount of $5 million, and certain other administrative costs.

               In April 2000, the Company entered into an amendment to the
               Facility. The amendment provided for a 200 basis point
               adjustment to the Facility interest rates in exchange for an
               increase to $4.5 million of the cumulative net loss covenant
               commencing January 1, 2000. The increased interest rates will be
               reduced back to the original Facility rates upon the Company
               reporting a positive net income. The rates will adjust quarterly
               thereafter, remaining at the original rates for each quarter the
               Company reports a positive net income. The Company is engaged in
               discussions with the lender regarding additional changes to this
               Facility to add to the revolving portion of the Facility the
               receivables of the remaining subsidiary not originally included.

               The Company had outstanding borrowings on the revolving portion
               of the Facility of approximately $470,000 at March 31, 2000.

                                       6
<PAGE>   9
               Net cash used in operating activities for the three month
               periods ended March 31, 2000 and 1999 was $9.2 million and $5.5
               million, respectively. The decrease in cash generated from
               operations is primarily due to the increase in accounts
               receivable and the increase in net loss for the period.

               Net cash (used in) provided by investing activities was
               ($634,000) and $6.5 million for the three month periods ended
               March 31, 2000 and 1999, respectively. During the 2000 period,
               cash used in investing activities was used for capital
               expenditures. During the 1999 period, cash provided by investing
               activities was generated by sales and maturities of investments
               which were partially off-set by asset additions.

               Net cash provided by (used in) financing activities was $2.1
               million and ($7,000) for the three month periods ended March 31,
               2000 and 1999, respectively. The increase in cash provided by
               financial activities is primarily due to the increase in
               outstanding checks in excess of bank balance and net borrowings
               on the Company's line of credit.

               The Company has budgeted for the remainder of 2000 approximately
               $4.5 million for planned capital projects at its facilities. The
               Company currently has no formal commitments for these projects.

               Management believes that with the cash generated from operations
               and borrowings under the Company's line of credit, the Company
               will have sufficient resources available to meet its anticipated
               requirements for capital expenditures, working capital needs and
               debt service for the remainder of fiscal year 2000. If capital
               requirements or revenue vary materially from our current
               expectations or if unforeseen circumstances occur, we may
               require additional equity sooner than we anticipated.

ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

               The Company is exposed to interest rate risk in connection with
               its variable rate debt instruments. The Company does not enter
               into market risk sensitive instruments for trading purposes. The
               information below summarizes the Company's interest rate risk
               associated with its principal variable rate debt instruments
               outstanding at March 31, 2000, and 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, 1999. Borrowings under the Company's Revolving
               Credit and Term Loan Facilities bear interest at variable rates
               equal to the prime rate as quoted in The Wall Street Journal
               plus the applicable margin. Because The Wall Street Journal rate
               may increase or decrease at any time, the Company is exposed to
               market risk as a result of the impact that changes in this rate
               may have on the interest rate applicable to borrowings under the
               Revolving Credit and Term Loan Facilities. Increases in the
               interest rate applicable to borrowings under the Revolving
               Credit and Term Loan Facilities would result in increased
               interest expense and a reduction in the Company's net income and
               after tax cash flow. At March 31, 2000, there was approximately
               $3.8 million indebtedness outstanding under the term portion and
               approximately $0.5 million indebtedness outstanding under the
               revolving portion of the Revolving Credit and Term Loan
               Facilities, or approximately 4% of the Company's outstanding
               long-term debt obligations on that date, bearing interest at
               variable rates.

               The Company attempts to mitigate the interest rate risk
               resulting from its variable interest rate long-term debt
               instruments by also issuing fixed rate long-term debt
               instruments and maintaining a balance over time between the
               amount of variable rate and fixed rate indebtedness. In the
               event of an increase in interest rates, the Company may take
               further actions to mitigate its exposure. The Company cannot
               guarantee, however, that actions that it may take to mitigate
               this risk will be feasible or that if these actions are taken,
               that they will be effective.

                                       7

<PAGE>   10
                           PART II: OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           On August 11, 1999, one of the Company's subsidiaries, Newpark
Shipbuilding--Brady Island, Inc. ("Newpark-Brady"), received an Information
from the State of Texas charging Newpark-Brady with a one count water pollution
misdemeanor, for allegedly discharging industrial waste from a barge in
violation of Texas Water Code Section 26.121(a)(1) on or about July 30, 1997.
In February 2000, Newpark-Brady plead nolo contendere to a reduced charge of
Texas Water Section 26.2121(g), a strict liability misdemeanor, related to
sandblasting activities on July 30, 1997. Newpark-Brady paid a $10,000 fine and
made a $90,000 contribution to the City of Houston Supplemental Environmental
Projects Fund.

           On August 13, 1998, one of the Company's subsidiaries,
Newpark-Brady, was the subject of a search warrant executed by a multi-agency
environmental task force. The government's search warrant was primarily
directed at the facility's wastewater treatment plant. The Board of Directors
of the Company authorized outside legal counsel to conduct an internal
corporate investigation of the matters raised by the agencies in their
investigation. In addition, the Company promptly undertook aggressive measures
to assure environmental compliance. In December 1998, the internal
investigation concluded that no officer or director of Newpark-Brady or the
Company participated in or had knowledge of any non-compliance or wrong doing.
In 1999, the Board adopted a Compliance and Ethics Code with a third party
anonymous hotline to further strengthen the Company's legal compliance in all
areas, including environmental. This Code was implemented in all facilities in
February 2000.

           In March 2000, to settle all issues relating to the task force's
investigation, Newpark-Brady negotiated agreements with both the Federal and
State governments. Newpark-Brady agreed with the Harris County District
Attorney's office to plead nolo contendere to two State Informations as
follows: (i) a misdemeanor for a permit discharge violation of the Texas Water
Code based on the sampling and conduct of a Newpark-Brady employee on February
16, 1998, and (ii) a misdemeanor for failure to notify or report based on
February 18, 1998 conduct of the same employee. In late March 2000,
Newpark-Brady made these pleas and paid a $100,000 fine for each violation
charged. Newpark-Brady further agreed with the U.S. Attorney's Office to plead
guilty to a one-count federal Information. The federal Information charges a
misdemeanor violation of the Clean Water Act citing Newpark-Brady's negligent
failure to take samples that were representative of the volume and nature of
discharges from its wastewater treatment plant. The federal plea was also
entered in late March 2000; in connection therewith, Newpark-Brady paid a
$25,000 fine. In addition, Newpark-Brady separately agreed to contribute over a
period of approximately eighteen months, $550,000 to the Galveston Bay
Foundation and $425,000 to the Coastal Conservation Association of Texas to be
used in projects benefiting the local environment.

ITEM 2-5.  NOT APPLICABLE.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

(a)        Exhibits

            Exhibit
            Number          Description
            -------         -----------
            * 10.1          First  Amendment to Loan and Security Agreement
                            between First Wave Marine, Inc., Newpark
                            Shipbuilding-Galveston Island, Inc., Newpark
                            Shipbuilding-Pelican Island, Inc., Newpark
                            Shipbuilding-Greens Bayou, Inc. and Newpark
                            Shipbuilding-Pasadena, Inc., as Borrowers, and
                            Banc of America Commercial Finance Corporation,
                            as Lender, dated April 11, 2000.

            * 27.1          Financial Data Schedule.

                         *  Filed herewith

(b)        Reports on Form 8-K

                          None

                                       8
<PAGE>   11
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.





May 12, 2000                                  By:   /s/ Frank R. Pierce
                                                   ----------------------
                                                    Frank R. Pierce
                                                    Senior Vice President and
                                                    Chief Financial Officer





May 12, 2000                                  By:   /s/ Dale E. Schexnayder
                                                   --------------------------
                                                    Dale E. Schexnayder
                                                    Corporate Controller




                                       9


<PAGE>   12

                                 EXHIBIT INDEX

      Exhibit
      Number          Description
      -------         -----------
      * 10.1          First  Amendment to Loan and Security Agreement
                      between First Wave Marine, Inc., Newpark
                      Shipbuilding-Galveston Island, Inc., Newpark
                      Shipbuilding-Pelican Island, Inc., Newpark
                      Shipbuilding-Greens Bayou, Inc. and Newpark
                      Shipbuilding-Pasadena, Inc., as Borrowers, and
                      Banc of America Commercial Finance Corporation,
                      as Lender, dated April 11, 2000.

      * 27.1          Financial Data Schedule.

                   *  Filed herewith