<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 September 30, 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
    incorporation or organization)                           Identification No.)

            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 November 10, 2000:
11,756,955.

================================================================================
<PAGE>   2
                             FIRST WAVE MARINE, INC.

                               INDEX TO FORM 10-Q
                         FOR THE NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 2000


<TABLE>
<CAPTION>

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

  Item 1.        Financial Statements

                 Consolidated Balance Sheets - September 30, 2000 and
                    December 31, 1999                                                     1

                 Consolidated Statements of Operations for the Three Month
                    and Nine Month Periods Ended September 30, 2000 and 1999              2

                 Consolidated Statements of Cash Flows for the Nine Month
                    Periods Ended September 30, 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               9


PART II:   OTHER INFORMATION

  Item 1.        Legal Proceedings                                                       10

  Item 6.        Exhibits and Reports on Form 8-K                                        10
</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)


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                September 30,    December 31,
                                                                                         2000            1999
                                                                                -------------    ------------
                                                                                    (Unaudited)
<S>                                                                                 <C>             <C>
Current assets:
   Cash and cash equivalents                                                        $     219       $   8,379
   Accounts receivable, less allowance of $224 in 2000
      and $160 in 1999                                                                 18,213          12,691
   Inventories                                                                            886           1,042
   Costs and estimated earnings in excess of billings on
      uncompleted contracts                                                             6,090           5,096
   Prepaids and other                                                                     631           1,112
   Income tax receivable                                                                  326           1,841
   Deferred income taxes                                                                  995             755
                                                                                    ---------       ---------
      Total current assets                                                             27,360          30,916
Property and equipment, net                                                            72,564          72,675
Financing costs, net                                                                    3,394           3,765
Goodwill and other intangibles, net                                                    14,299          14,702
Shareholder lines of credit                                                               841             783
Deposits and other                                                                        393             274
                                                                                    ---------       ---------
                                                                                    $ 118,851       $ 123,115
                                                                                    =========       =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                                 $   2,596       $   4,834
   Accrued liabilities                                                                  7,149           8,073
   Billings in excess of costs and estimated earnings on
       uncompleted contracts                                                              584             235
   Accrued interest payable                                                             1,827           4,611
   Current portion of long-term debt and capital lease obligation                         846             894
   Notes payable and short-term borrowings                                              6,810             182
                                                                                    ---------       ---------
      Total current liabilities                                                        19,812          18,829
Long-term obligations                                                                   7,185           7,205
Subordinated debt                                                                       6,328           6,328
Senior notes                                                                           90,000          90,000
Deferred income taxes                                                                   1,834           2,234
Other liabilities                                                                       2,145           1,510
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 September 30, 2000 and December 31, 1999                                        118             118
   Additional paid-in capital                                                           3,490           3,490
   Retained earnings (deficit)                                                        (12,061)         (6,599)
                                                                                    ---------       ---------
       Total stockholders' equity (deficit)                                            (8,453)         (2,991)
                                                                                    ---------       ---------
                                                                                    $ 118,851       $ 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 AND NINE MONTH PERIODS ENDED SEPTEMBER 30,
                (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)


<TABLE>
<CAPTION>
                                           Three Months Ended         Nine Months Ended
                                              September 30,             September 30,
                                             2000         1999         2000         1999
                                         --------     --------     --------     --------
<S>                                      <C>          <C>          <C>          <C>
Revenues:
   Repair and upgrades                   $ 19,950     $ 12,070     $ 56,192     $ 46,100
   New construction                         1,026        6,811        7,864       14,407
   Environmental services                     879          953        2,821        3,291
                                         --------     --------     --------     --------
                                           21,855       19,834       66,877       63,798
Cost of revenues                           17,909       19,319       57,012       58,561
                                         --------     --------     --------     --------
   Gross profit                             3,946          515        9,865        5,237
General and administrative expenses         3,034        3,275        8,048        9,369
                                         --------     --------     --------     --------
   Income (loss) from operations              912       (2,760)       1,817       (4,132)
Interest expense - net                      2,875        2,568        8,458        7,606
                                         --------     --------     --------     --------
   Income (loss) before income taxes       (1,963)      (5,328)      (6,641)     (11,738)
Income tax expense (benefit)                 (305)      (1,896)      (1,179)      (4,157)
                                         --------     --------     --------     --------
   Net income (loss)                     $ (1,658)    $ (3,432)    $ (5,462)    $ (7,581)
                                         ========     ========     ========     ========

Basic and diluted earnings per share:
   Net income (loss)                     $  (0.14)    $  (0.29)    $  (0.46)    $  (0.64)
                                         ========     ========     ========     ========

Weighted-averaged shares:
   Basic and diluted                       11,757       11,757       11,757       11,757
                                         ========     ========     ========     ========
</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 Nine Month Periods Ended September 30,
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           2000        1999
                                                                                       --------     -------
<S>                                                                                    <C>          <C>
Cash flows from operating activities:
   Net income (loss)                                                                   $ (5,462)    $(7,581)
   Adjustments to reconcile net income (loss) to net cash provided by
        (used in) operating activities:
      Depreciation and amortization                                                       4,799       4,836
      Accretion of discounts on investments held-to-maturity                                 --         (33)
      Provision for doubtful accounts                                                        64          91
      Loss (gain) on sale of property and equipment                                           5          13
      Write-off of property and equipment                                                   144         623
      Deferred income tax provision                                                        (640)     (2,179)
      Changes in operating assets and liabilities:
        Accounts receivable                                                              (5,586)      6,343
        Inventories                                                                         156          41
        Costs and estimated earnings in excess of billings on uncompleted contracts        (994)        657
        Other assets                                                                        481      (1,425)
        Income tax receivable                                                             1,515      (1,610)
        Deposits and other                                                                 (177)        (77)
        Accounts payable                                                                 (2,238)      1,169
        Accrued liabilities                                                                (685)      1,198
        Billings in excess of costs and estimated earnings on uncompleted contracts         349         512
        Accrued interest payable                                                         (2,784)     (2,061)
        Other liabilities                                                                   635          66
                                                                                       --------     -------
              Net cash provided by (used in) operating activities                       (10,418)        583
                                                                                       --------     -------
Cash flows from investing activities:
   Acquisition of property and equipment                                                 (3,827)     (4,783)
   Proceeds from maturity of investments held-to-maturity                                    --       6,274
   Proceeds from sales of investments available-for-sale                                     --       2,123
   Proceeds from sales of property and equipment                                            100         165
                                                                                       --------     -------
               Net cash provided by (used in) investing activities                       (3,727)      3,779
                                                                                       --------     -------
Cash flows from financing activities:
   Payments on long-term debt and notes payable                                            (656)        (91)
   Net borrowings (repayments) on revolving line of credit                                6,641          --
                                                                                       --------     -------
               Net cash provided by (used in) financing activities                        5,985         (91)
                                                                                       --------     -------
               Net increase (decrease) in cash and cash equivalents                      (8,160)      4,271
Cash and cash equivalents at beginning of period                                          8,379       1,654
                                                                                       --------     -------
Cash and cash equivalents at end of period                                             $    219     $ 5,925
                                                                                       ========     =======
</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 September 30, 2000, the
             results of operations for the three and nine month periods ended
             September 30, 2000 and 1999, and cash flows for the nine month
             periods ended September 30, 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 and nine month periods
             ended September 30, 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, (vi)
         risks related to the highly leveraged posture of the Company, and (vii)
         risks related to regulatory and environmental matters. Additionally,
         the Company's 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 1,045 employees at its six
         shipyards.

         RECENT DEVELOPMENTS

         In August 2000, enforcement officers from the multi-agency
         environmental task force that regularly patrols the Houston Ship
         Channel entered the premises of two of the Company's subsidiaries'
         facilities. The officers obtained photographs, videotape, and water
         samples. The Company, with the advice and assistance of outside
         counsel, immediately investigated the circumstances surrounding
         blasting operations at the two facilities, and, at one facility,
         terminated several employees for violations of the Company's policies
         regarding sandblasting operations. The Company has been cooperative
         with the government's investigation. At this time, the Company cannot
         estimate the impact that could result from enforcement action, if any,
         related to the government's investigation. The Company does not believe
         that any of the matters described above will subject the parent
         company, First Wave Marine, Inc., to criminal charges or liability.

         James D. Cole, one of the Company's directors, resigned from the Board
         in October 2000. Mr. Cole's resignation was not the result of any
         disagreements relating to the Company's operations, policies or
         practices. Additionally, in May 2000, Mr. Paul E. O'Neill, also a
         director, resigned from the Board. Mr. O'Neill's resignation was not
         the result of any disagreements relating to the Company's operations,
         policies or practices.


                                       5
<PAGE>   8
         RESULTS OF OPERATIONS

         Comparison of the three months ended September 30, 2000 to the three
         months ended September 30, 1999.

         Revenues increased 10% to $21.9 million in the 2000 period, compared
         with $19.8 million in the 1999 period, primarily as a result of a $7.9
         million increase in repair and upgrade revenues offset by a $5.8
         million decrease in new construction revenues. The increase in repair
         and upgrade revenues can be largely attributed to the upturn in
         exploration and production activity in the Gulf of Mexico resulting
         from increased oil prices in 1999. The decrease in new construction
         activity was primarily due to the completion of barge construction
         contracts at the Company's Galveston Island facility in early 2000.

         Cost of revenues as a percentage of total revenues was 82% in the 2000
         period compared to 97% in the 1999 period. The cost of revenue
         percentage decreased primarily as a result of the change in mix of
         work.

         Gross Profit increased 666% to $3.9 million in the 2000 period from
         $515,000 in the 1999 period. The gross profit margin increased to 18%
         in the 2000 period from 3% in the 1999 period, due primarily to an
         increase in higher margin repair and upgrade work and a decrease in
         lower margin new construction work.

         General and administrative expenses decreased 7% to $3.0 million in the
         2000 period from $3.3 million in the 1999 period primarily due to
         several unusual items reflected in the 1999 period. General and
         administrative expenses as a percentage of revenues for the 2000 period
         represented 14% of total revenues, as compared to 17% 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 1999 periods
         presented.

         Net interest expense increased to $2.9 million in the 2000 period from
         $2.6 million in the 1999 period primarily due to increased interest
         expense related to increased borrowings on the Company's revolving
         credit and term loan facility entered into in October 1999.

         During the 2000 period, the Company recognized an income tax benefit of
         approximately 16%, as compared to an income tax benefit during the 1999
         period of approximately 36%. The benefit recognized in the current
         period reflects a projected effective tax rate to be applicable for the
         full fiscal year of 2000.


         Comparison of the nine months ended September 30, 2000 to the nine
         months ended September 30, 1999.

         Revenues increased 5% to $66.9 million in the 2000 period, compared
         with $63.8 million in the 1999 period, primarily as a result of a $10.1
         million increase in repair and upgrades revenue which was offset by a
         decrease in new construction revenue of $6.5 million. The increase in
         repair and upgrade revenues can be largely attributed to the upturn in
         exploration and production activity in the Gulf of Mexico resulting
         from increased oil prices in 1999. The decrease in new construction
         revenue is due to the completion of barge construction contracts at the
         Company's Galveston Island facility in the first quarter of 2000.

         Cost of revenues as a percentage of total revenues was 85% in the 2000
         period compared to 92% in the 1999 period. The cost of revenue
         percentage decreased primarily as a result of the change in mix of
         work.

         Gross profit increased 88% to $9.9 million in the 2000 period from $5.2
         million in the 1999 period. The gross profit margin increased to 15% in
         the 2000 period from 8% in the 1999 period, due primarily to an
         increase in higher margin repair and upgrade work and a decrease in
         lower margin new construction revenue.

         General and administrative expenses decreased 14% to $8.0 million in
         the 2000 period from $9.4 million in the 1999 period. General and
         administrative expenses as a percentage of revenues for the 2000 period
         represented 12% of total revenues, as compared to 15% for the 1999
         period. The decrease in general and administrative expenses was due to
         a decrease in unusual expenditures. In the 2000 period, the Company
         recognized an asset


                                       6




<PAGE>   9
         impairment loss of $115,000 related to the disposal of a dry-dock
         at one of the Company's subsidiaries, and expensed $98,000 in legal
         fees related to the settlement of the environmental investigation at
         the Brady Island facility which was reached late in the first quarter
         of 2000. During the comparable period in 1999, the Company recognized
         unusual expenses of approximately $992,000 related to an unsuccessful
         acquisition attempt, an impairment loss on a specialized piece of
         equipment, an asset write-down on the cancellation of the purchase of a
         piece of equipment, and legal fees related to the environmental
         investigation at the Brady Island facility. During the 2000 period,
         corporate expenses decreased approximately $300,000 from the comparable
         1999 period as travel expenses related to acquisition attempts
         decreased, expenses related to the development of the marketing program
         decreased, and certain job functions were consolidated.

         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 1999 periods
         presented.

         Net interest expense rose to $8.5 million in the 2000 period from $7.6
         million in the 1999 period primarily due to an increase in interest
         expense related to increased borrowings on the Company's revolving
         credit and term loan facility entered into in October 1999.

         During the 2000 period, the Company recognized an income tax benefit of
         approximately 18%, as compared to an income tax benefit of
         approximately 35% during the 1999 period. The benefit recognized in the
         current period reflects an assumed tax rate 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 $90
         million 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. The initial interest rate on
         the revolving portion of the Facility was 0.50% per annum in excess of
         The Wall Street Journal prime rate. The term portion of the Facility
         ("Term Loan"), $4 million, is secured by certain dry-docks and real
         estate. The initial interest rate on the Term Loan was 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 initially 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 2% per annum increase to each of 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 to



                                       7

<PAGE>   10
         the original Facility interest rates upon the Company reporting a
         positive net income. The rates will adjust quarterly thereafter,
         remaining at the original Facility interest rates for each quarter the
         Company reports a positive net income.

         In September 2000, the Company was notified by its lender that the
         Facility was being acquired by another lender. Effective October 2,
         2000, the Facility was acquired by the new lender. All terms of the
         Facility remain the same with the new lender. The Company is engaged in
         discussions with the new lender regarding changes to the Facility to
         include in the revolving portion of the Facility the receivables of the
         remaining subsidiary not originally included.

         As of November 9, 2000, the Company had outstanding borrowings of
         approximately $6.4 million on the revolving portion of the Facility.

         In July 2000, one of the Company's subsidiaries, Newpark Shipbuilding -
         Pelican Island, Inc., entered into a 24 month bareboat charter of a
         liftbarge with a purchase option. The charter required an initial
         payment of $680,000, plus seven monthly payments of $40,000 beginning
         in the eighteenth month. If the purchase option is exercised a final
         payment of $420,000 is due. The Company has accounted for this charter
         as a capital lease.

         Net cash (used in) provided by operating activities for the nine month
         periods ended September 30, 2000 and 1999 was $(10.4) million and
         $583,000, respectively. The decrease in cash provided by operating
         activities was primarily due to the increase in accounts receivables,
         and the decreases in accounts payable and accrued interest payable.

         Net cash (used in) provided by investing activities was $(3.7) million
         and $3.8 million for the nine month periods ended September 30, 2000
         and 1999, respectively. During the 2000 period, cash used in investing
         activities was for asset additions.

         Net cash provided by (used in) financing activities was $6.0 million
         and $(91,000) for the nine month periods ended September 30, 2000 and
         1999, respectively. Cash provided by financing activities was obtained
         from borrowings on the Company's line of credit, partially offset by
         payments on long-term debt and notes payable.

         Based on current financial projections, management believes that cash
         generated from operations and borrowings under the Company's line of
         credit will provide sufficient resources to meet its anticipated
         requirements for working capital, capital expenditures, and debt
         service for the remainder of fiscal year 2000.

         However, management is uncertain that such sources will be sufficient
         to meet debt service requirements under its senior notes in the first
         quarter of 2001. Recent increased borrowings under the Company's
         Facility have reduced its available and unused borrowing capacity.
         Additionally, it is uncertain whether the Company will remain in
         compliance with a financial covenant of its Facility into the first
         quarter of 2001. Accordingly, the Company is continuing to aggressively
         pursue new equity as well as the sale of non-strategic assets.
         Furthermore, the Company is in discussions with its new lender on the
         Facility and has engaged an outside adviser to assist in discussions
         with holders of the senior notes.

         No assurance can be given that these efforts will be successful.
         Furthermore, if capital requirements increase or revenue declines
         materially from our current expectations, or if unforeseen
         circumstances occur, the Company will require additional funds sooner
         than anticipated. There is no assurance that funds from additional debt
         or equity financing or asset sales will be available on terms
         acceptable to the Company, if at all.

ITEM 3.  QUANTITATIVE AND QUALITATIVE 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 September 30,
         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


                                       8

<PAGE>   11

         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 September 30, 2000, there was approximately
         $3.4 million indebtedness outstanding under the term portion and $6.6
         million outstanding indebtedness under the revolving portion of the
         Revolving Credit and Term Loan Facilities, or approximately 9% of the
         Company's outstanding 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 can give no
         assurances that actions that it may take to mitigate this risk will be
         feasible or that these actions, if taken, will be effective.










                                       9

<PAGE>   12
PART II:  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          In August 2000, enforcement officers from the multi-agency
          environmental task force that regularly patrols the Houston Ship
          Channel entered onto the premises of two of the Company's
          subsidiaries' facilities. The officers obtained photographs,
          videotape, and water samples. The Company, with the advice and
          assistance of outside counsel, immediately investigated the
          circumstances surrounding blasting operations at the two facilities
          and, at one subsidiary's facility, terminated several employees for
          violations of the Company's policies regarding sandblasting
          operations. The Company has been cooperative with the government's
          investigation. At this time, the Company cannot estimate the impact
          that could result from enforcement action, if any, related to the
          government's investigation. The Company does not believe that any of
          the matters described above will subject the parent company, First
          Wave Marine, Inc., to criminal charges or liability.


ITEM 2-5. NOT APPLICABLE.

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

(a)  Exhibits

     Exhibit
     Number       Description
     ------       -----------

      *27.1       Financial Data Schedule.

                 *  Filed herewith.


(b)  Reports on Form 8-K

                  None










                                       10
<PAGE>   13
                                   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.





November 14, 2000                                     /s/ Frank R. Pierce
                                                      --------------------------
                                                      Frank R. Pierce
                                                      Senior Vice President and
                                                      Chief Financial Officer





November 14, 2000                                    /s/ Dale E. Schexnayder
                                                     ---------------------------
                                                     Dale E. Schexnayder
                                                     Corporate Controller









                                       11
<PAGE>   14

                                 EXHIBIT INDEX

     Exhibit
     Number       Description
     ------       -----------

      *27.1       Financial Data Schedule.