__Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period ____to____

Commission File Number 0-28316

TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)

As of May 8, 2001, there were 36,250,960 shares outstanding of the Registrant's Common Stock, par value $.01 per share.

TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The consolidated financial statements for Trico Marine Services, Inc. (the "Company") included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of the nature of the Company's business. The results of operations for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the full fiscal year or any future periods. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company's consolidated financial statements for the year ended December 31, 2000.

Certain prior period amounts have been reclassified to conform with the presentation shown in the interim consolidated financial statements. These reclassifications had no effect on net income or total stockholders' equity, but operating cash flows were reduced by $1,146,000 and cash flows used in investing activities were reduced by the same amount.

Effective January 1, 2001 we adopted Statement of Financial Accounting Standards ("SFAS") No. 133 entitled "Accounting for Derivative Instruments and Hedging Activities." To the extent that foreign currency forward exchange contracts qualify for hedge accounting treatment, the gain or loss due to changes in their fair value is recognized in accumulated other comprehensive income until realized, at which time the gain or loss is recognized along with the offsetting loss or gain on the hedged item. To the extent that foreign currency forward exchange contracts do not qualify for hedge accounting treatment, the gain or loss due to changes in their fair value is recognized in the consolidated statements of operations, but is generally offset by changes in value of the underlying exposure. The cumulative effect of the adjustment due to this change in accounting is not material to our financial position, results of operations or cash flows and, since we utilize derivatives and hedging strategies on a limited basis, we do not expect the adoption of SFAS No. 133 to be material on an ongoing basis.

Following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (in thousands, except share and per share date).

During 1997, the Company issued $280,000,000 of 8½% senior notes due 2005 in three different series. In November 1998, the Company completed an exchange offer of all the existing series of senior notes for one series of senior notes (the "Senior Notes"). The terms and conditions of the Senior Notes are identical to the predecessor senior notes.

Pursuant to the terms of the indenture governing the Senior Notes, the Senior Notes must be guaranteed by each of the Company's "significant subsidiaries" (the "Subsidiary Guarantors"), whether such subsidiary was a "significant subsidiary" at the time of the issuance of the Senior Notes or becomes a "significant subsidiary" thereafter. Separate financial statements of the Subsidiary Guarantors are not included in this report because (a) the Company is a holding company with no assets or operations other than its investments in its subsidiaries, (b) the Subsidiary Guarantors are wholly-owned subsidiaries of the Company, comprise all of the Company's direct and indirect subsidiaries (other than inconsequential subsidiaries) and, on a consolidated basis, represent substantially all of the assets, liabilities, earnings and equity of the Company, (c) each of the Subsidiary Guarantors must fully and unconditionally guarantee the Company's obligations under the Senior Notes on a joint and several basis (subject to a standard fraudulent conveyance savings clause) and (d) management has determined that separate financial statements and disclosures concerning the Subsidiary Guarantors are not material to investors.

The Company's effective income tax rates for the three-month periods ended March 31, 2001 and March 31, 2000 were 34% and 30%, respectively. The variance from the Company's statutory rate is primarily due to income contributed by our wholly-owned Norwegian subsidiary, Trico Supply ASA, for which deferred income taxes are provided at the Norwegian statutory rate of 28%, due to the Company's intent to permanently reinvest the unremitted earnings and postpone their repatriation indefinitely.

The Company is a provider of marine support services to the oil and gas industry. Substantially all revenues result from the charter of vessels owned by the Company. The Company's three reportable segments are based on geographic area, consistent with the Company's management structure. The accounting policies of the segments are the same, except for purposes of income taxes and intercompany transactions and balances. The North Sea segment provides for a flat tax, in addition to taxes on equity and net financial income, at a rate of 28%, which is the Norwegian statutory tax rate. Additionally, segment data includes intersegment revenues, receivables and payables, and investments in consolidated subsidiaries. The Company evaluates performance based on net income (loss). The U.S. segment represents the Company's domestic operations and reflects interest expense on long-term debt associated with the acquisitions of foreign subsidiaries. The North Sea segment includes Norway and the United Kingdom, and the Other segment primarily represents the Company's Brazilian operations. Segment data as of and for the three-months ended March 31, 2001 and 2000 are as follows:

A reconciliation of segment data to consolidated data as of March 31, 2001 and 2000 is as follows:

In March 2001, the Company entered into agreements to sell two of its crewboats. The sale of one crewboat was closed in March 2001, and the sale of the second crew boat was closed in April 2001. The Company recognized a gain of approximately $568,000 in the first quarter on the sale of the first crewboat and will recognize a gain of approximately $377,000 in the second quarter on the sale of the second crewboat. The proceeds from both sales were used for working capital.

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

This discussion and analysis of financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the related disclosures included elsewhere herein.

Revenues for the first quarter ended March 31, 2001 were $43.3 million, an increase of 64.0% compared to the $26.4 million in revenues for the first quarter of 2000. Favorable oil and gas prices in 2000 and 2001 has resulted in increases in offshore drilling activity which, in turn, has resulted in improved demand for our vessels. The table below sets forth by vessel class, the average day rates and utilization for our vessels and the average number of vessels owned during the periods indicated.

Supply boat day rates in the Gulf for the first quarter of 2001 increased 98% to $6,631, compared to $3,347 for the first quarter of 2000. The utilization rate for the Gulf supply boats increased to 73% for the first quarter of 2001, compared to 70% for the year-ago period due to improved market conditions in the Gulf and reduced vessel downtime for drydocking and refurbishment. The utilization rate for both periods includes 10 of our Gulf supply boats which were previously de-activated or stacked.

Day rates for our North Sea vessels averaged $10,389 for the first quarter of 2001, compared to $8,650 for the first quarter of 2000. Day rates in the North Sea increased in the 2001 first quarter due to increased demand in the North Sea compared to the year-ago period. Utilization was 89% for the first quarter of 2001, compared to 73% for the first quarter of 2000 due to improved market conditions and the re-activation in mid-2000 of two North Sea PSV's which had previously been de-activated. As a result of low market day rates and utilization in 1999, we elected to de-activate three of our North Sea PSV's. The third PSV was re-activated at the end of the 2001 first quarter.

Day rates for crew boats and line handling vessels increased to $2,723 for the first quarter of 2001, compared to $2,285 for the first quarter of 2000. Day rates improved for both our Gulf crew boats and our line handling vessels operating in Brazil. Utilization for the crew boats and line handling vessels increased to 89% for the first quarter of 2001, compared to 76% for the comparable 2000 period. Three of our line handling vessels in Brazil were drydocked during the first quarter of last year prior to commencement of new two-year charters.

During the first quarter of 2001, direct vessel operating expenses increased to $19.2 million (44.3% of revenues) compared to $15.7 million (59.5% of revenues) for the first quarter of 2000. This increase was due to the additional expenses associated with the three vessels which were re-activated in the North Sea, and increases in labor and maintenance and repair costs compared to the first quarter of 2000. Vessel operating expenses decreased as a percentage of revenue in the 2001 first quarter compared to the prior year because the increases in vessel utilization and day rates more than offset the increases in expenses.

Depreciation and amortization expense decreased to $8.3 million for the first quarter 2001, down from $8.5 million for the year-ago period principally as a result of the sale of our six lift boats in the second quarter of 2000. Amortization of marine inspection costs decreased to $3.2 million for the quarter ended March 31, 2001, from $3.9 million in the comparable 2000 period, due principally to decreased drydocking and marine inspection costs as a result of the completion of our Gulf supply boat upgrade and refurbishment program in 1999.

Our general and administrative expenses increased to $3.1 million in the first quarter of 2001 compared to $2.5 million for the 2000 first quarter. General and administrative expenses decreased as a percentage of revenues to 7.2% in the 2001 first quarter from 9.6%, due to the increase in average day rates for all our vessel classes.

Interest expense decreased to $6.7 million for the first quarter of 2001 from $8.3 million for the first quarter of 2000 due to the reduction of our debt.

In the first quarter of 2001, we had income tax expense of $1.0 million compared to an income tax benefit of $3.9 million in the 2000 period. Our effective income tax rate for the three-month period ended March 31, 2001 was 34%. The variance from our statutory rate is due to income contributed by our Norwegian operations, for which deferred income taxes are provided at the Norwegian statutory rate of 28%, due to our intent to permanently reinvest the 2001 unremitted earnings and postpone their repatriation indefinitely.

Our on-going capital requirements arise primarily from our need to service debt, fund working capital, acquire, maintain or improve equipment and make other investments. Due to the reduction in industry activity, which occurred in 1998 and 1999, and the resulting decreases in day rates and utilization rates, we experienced a net loss during 1999 and the first nine months of 2000. As a result, our capital requirements during this period were primarily funded through the issuance of additional equity and the incurrence of debt.

During the first three months of 2001, $7.9 million in funds were provided by operating activities, net of $4.1 million of dry-docking and vessel inspection costs, a significant improvement from the first quarter of last year when we used $7.8 million in funds for operating activities, net of $1.1 million of dry-docking and vessel inspection costs. This improvement in funds generated from operating activities is principally due to the increase in net income resulting from the increase in vessel utilization and day rates compared to the first quarter of 2000. During the first quarter of 2001, $6.0 million in funds were used in financing activities, which was primarily due to our repayment of debt. This compares to the first quarter of 2000 when $9.8 million in funds were provided by financing activities, which was principally due to our borrowing of $12.0 million under our bank facilities, offset in part by the repayment of $2.2 million of debt. During the 2001 first quarter, $1.2 million of funds were used in investing activities, primarily due to capital expenditures of $1.8 million, reduced by the proceeds from the cash sale of a crew boat for $875,000. This compares to $2.0 million used in investing activities in the first quarter of 2000, which was due principally to capital expenditures.

We have outstanding approximately $247.9 million in 8 1/2% senior notes due 2005. The senior notes are unsecured and are required to be guaranteed by all of our significant subsidiaries. Except in certain circumstances, the senior notes may not be prepaid until August 1, 2001, at which time they may be redeemed, at our option, in whole or in part, at a redemption price equal to 104.25% plus accrued and unpaid interest, with the redemption price declining ratably on August 1 of each of the succeeding three years. The indenture governing the senior notes contains certain covenants that, among other things, limit our ability to incur additional debt, pay dividends or make other distributions, create certain liens, sell assets, or enter into certain mergers or acquisitions.

We maintain a bank credit facility that provides a $45.0 million revolving line of credit that can be used for acquisitions and general corporate purposes. The bank credit facility is collateralized by a mortgage on substantially all of our vessels other than those located in the North Sea and Brazil. Amounts borrowed under the bank credit facility mature on July 19, 2002 and bear interest at a Eurocurrency rate plus a margin that depends on our leverage ratio. As of May 8, 2001, we had no outstanding borrowings under the bank credit facility. The bank credit facility requires us to maintain certain financial ratios and limits our ability to incur additional indebtedness, make capital expenditures, pay dividends or make certain other distributions, create certain liens, sell assets or enter into certain mergers or acquisitions. Although the bank credit facility does impose some limitations on the ability of our subsidiaries to make distributions to us, it expressly permits distributions to us by our significant subsidiaries for scheduled principal and interest payments on the senior notes.

We also maintain a Norwegian revolving credit facility in the amount of NOK 450 million ($49.2 million). The commitment amount for this Norwegian bank facility reduces by NOK 50 million ($5.5 million) every six months, with the balance of the commitment to expire in June 2003. As of May 8, 2001, we had approximately NOK 325 million ($35.8 million) of debt outstanding under the facility. In April 2000, we executed a new loan agreement for an additional Norwegian bank facility in the amount of NOK 125 million ($13.7 million). The commitment amount for this additional facility reduces by NOK 12.5 million ($1.4 million) every six months beginning June 2001, with the balance of the commitment to expire June 2003. As of May 8, 2001, this additional facility had been prepaid and reduced to NOK 100 million ($11.0 million). Amounts borrowed under these credit facilities bear interest at NIBOR (Norwegian Interbank Offered Rate) plus a margin. The weighted average interest rate for our Norwegian bank facilities was 8.21% as of March 31, 2001. Our Norwegian bank facilities are collateralized by mortgages on certain of our North Sea vessels, require that our North Sea operating unit maintain certain financial ratios and limit its ability to create liens, or merge or consolidate with other entities.

We believe that cash generated from our operations, together with available borrowings under our bank credit facilities, will be sufficient to fund our working capital requirements and currently planned capital expenditures. However, it is our objective to position ourselves to pursue acquisitions and opportunities to selectively build new vessels which enhance our capabilities and enable us to enter new markets areas. Depending upon the size of such investments, it is likely that we would require additional equity or debt financing. We can give no assurances regarding the availability or terms of any possible transactions and the related debt and equity financing.

Our market risk exposures primarily include interest rate and exchange rate fluctuations on derivative and financial instruments as detailed below. Our market risk sensitive instruments are classified as "other than trading".

We have entered into a number of variable and fixed rate debt obligations, demoninated in both the U.S. Dollar and the Norwegian Kroner (Norwegian debt payable in Norwegian Kroner). The instruments are subject to interest rate risk. We manage this risk by monitoring our ratio of fixed and variable rate debt obligations in view of changing market conditions and from time to time altering that ratio. We also enter into interest rate swap agreements, when considered appropriate, in order to manage our interest rate exposure.

Our foreign subsidiaries collect revenues and pay expenses in several different foreign currencies. We monitor the exchange rate of our foreign currencies and, when deemed appropriate, enter into hedging transactions in order to mitigate the risk from foreign currency fluctuations. We also manage our foreign currency risk by attempting to contract foreign revenue in U.S. Dollars whenever practicable.

Our market risk estimates have not changed materially from those disclosed in our 2000 Form 10-K, incorporated herein by reference.

(a) Exhibits:

(b) Reports on Form 8-K:

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Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.