Filed Pursuant to Rule 424(B)(5)

Registration No. 333-128237

PROSPECTUS SUPPLEMENT

(To Prospectus Dated September 28, 2005)

3,900,000 Shares

Trico Marine Services, Inc.

Common Stock

We are selling 3,900,000 shares of common stock. Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol “TRMA.OB”. The last reported sales price of our common stock on the Over-the-Counter Bulletin Board on October 18, 2005 was $24.60 per share of common stock. Our common stock has been approved for listing on the Nasdaq National Market under the symbol “TRMA”.

Investing in our common stock involves a high degree of risk. “Risk Factors” begin on page S-10 of this prospectus supplement and on page 3 of the accompanying prospectus.

We have granted the underwriters a 30-day option to purchase up to an additional 585,000 shares of common stock from us on the same terms and conditions as set forth above if the underwriters sell more than 3,900,000 shares of common stock in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers, on behalf of the underwriters, expects to deliver the common stock on or about October 24, 2005.

Lehman Brothers

International                 

October 18, 2005

       This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stock. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of common stock. If the information about the common stock offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

      You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are offering to sell the common stock, and seeking offers to buy the common stock, only in jurisdictions where offers and sales are permitted. You should not assume that the information included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the dates shown in these documents or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such dates.

TABLE OF CONTENTS

Prospectus Supplement

										Three Months Ended June 30,
		Two Months Ended
		August 31, 2005								2005								2004
		Average Day								Average Day								Average Day
		Rates				Utilization				Rates				Utilization				Rates				Utilization
Supply/ Anchor Handling (North Sea class)		$	16,260				92	%		$	16,147				89	%		$	10,271				77	%
Supply Vessels (Gulf class)(1)		$	6,071				62	%			5,727				58	%			4,303				46	%

(1)	Stacked vessels are included in the calculation of utilization. Excluding stacked vessels, our utilization was 93% during the two month period ended August 31, 2005 and 93% and 79% during the three month periods ended June 30, 2005 and 2004, respectively.

	•	Well positioned in the largest offshore markets. We maintain a strong position in the North Sea and Gulf of Mexico, which are the world’s most active offshore oil and gas production regions. Both of these markets have strengthened considerably in 2005 as offshore drilling, construction and repair activity has increased as a result of sustained higher oil and gas prices. We believe that our scale and experience allow us to effectively serve our customers’ needs in each of these areas.
	•	Largest active continental shelf Gulf of Mexico fleet. We believe we own and market the largest number of active supply vessels operating in the continental shelf in the Gulf of Mexico. Recently, other vessel operators have retired older vessels that served this market or moved vessels to international markets. According to the Minerals Management Service, or MMS, in 2004 the shallow water region accounted for 65% of total Gulf of Mexico natural gas production and 36% of total Gulf of Mexico oil production. In addition, the MMS estimates that deep reservoirs on the continental shelf may hold up to 55 trillion cubic feet, or tcf, of undiscovered natural gas. This potential reserve base compares favorably to the current total of approximately 26 tcf of proven natural gas reserves in the entire Gulf of Mexico. In addition, this class of vessel can effectively service other similar shallow water markets, including Mexico, portions of West Africa, the Middle East and Asia.
	•	International expertise. We have a long established presence in the North Sea where our fleet and its predecessors have operated for more than 50 years. In addition, we have expanded into West Africa, Mexico and Brazil. We believe our management team has the necessary expertise to grow our current overseas markets as well as expand into new markets that we believe offer attractive growth opportunities.
	•	Strengthened balance sheet. Following the completion of this offering and the application of the net proceeds, including repayment of some of our existing indebtedness, we will have approximately $71.5 million in total debt, a total debt to total capitalization ratio of approximately 27% and a net debt to net capitalization ratio of approximately 15%. We believe that this strengthened financial position will help enable us to renew our fleet, pursue international growth initiatives and provide for sufficient liquidity throughout the business cycle.
	•	Commitment to safety and quality. Safety is a critical aspect of our operations and our customers are increasingly emphasizing safety performance as one of their leading selection criteria. We conduct health, safety, environmental and quality training programs for vessel and shore-based personnel, and have set the policies and procedures applicable to all of our vessels at the high standards required by major international energy companies. We are committed to providing a safe and secure operating environment for our employees. This strict attention to safety benefits our personnel and customers, and broadens our potential customer base.

	•	Expand our presence in growing international markets. We are seeking to expand our operations in growing international markets. Our strategy is to mobilize vessels from mature markets to regions that offer more sustained growth opportunities. We believe that these regions, which include Mexico, West Africa and Asia, will command a higher percentage of worldwide oil and gas exploration, development, production and related spending, resulting in greater long-term demand for our services. We intend to deploy existing active and stacked vessels, as well as new vessels, to these regions.
	•	Upgrade our fleet. To reduce the average age of our worldwide fleet and improve our competitiveness, we are planning to sell older vessels and replace them with newer, more technologically advanced vessels that have the capabilities to meet increasing customer requirements. An important aspect of our long-term strategy is generally to purchase vessels under construction or newly completed vessels that meet our requirements for worldwide deployment capability and broad customer applicability. This strategy is intended to achieve an upgrade of the fleet over time without embarking on our own internally-managed newbuild program.

	•	Maintain a conservative financial profile. We intend to maintain a conservative capital structure to ensure adequate liquidity and financial flexibility throughout the entire business cycle. We believe this is a prudent financial strategy, given that our industry is highly cyclical.
	•	Balance mix of long-term contracts and spot market exposure. We actively manage our portfolio of customer contracts by entering into both long-term and spot market contracts. We seek to achieve an optimal balance between long-term contracts and the opportunistic short-term spot market to maximize our profitability while ensuring sufficient contracted cash flow.

Common stock offered:		3,900,000 shares (none of these shares are being offered or sold by the selling stockholders listed in the accompanying prospectus)
Common stock to be outstanding immediately after the completion of this offering		14,204,442 shares
Use of proceeds		We intend to apply all of the net proceeds, as well as any proceeds from the exercise of the underwriters’ over-allotment option, to repay the outstanding balance under the revolver portion of our U.S. credit facility (approximately $6.0 million as of August 31, 2005), a portion or all of the term indebtedness outstanding under our U.S. credit facility (approximately $54.6 million as of August 31, 2005), as described below, and for general corporate purposes. Pursuant to our U.S. credit facility, we must offer the net proceeds from this offering to the lenders under such facility as a prepayment of the term portion of this indebtedness. If this prepayment is not accepted by any of the lenders in our U.S. credit facility, then we may not repay the portion of the term indebtedness held by those lenders until March 16, 2006 and must pay a 3% prepayment penalty in connection with a prepayment at that time. Prior to prepayment, the net proceeds will be invested in short-term commercial paper. Please read “Use of Proceeds”.
Over-the-Counter Bulletin Board symbol		TRMA.OB
Nasdaq symbol		TRMA

																							Successor
		Predecessor Company(1)																					Company(1)
																		Period from					Period from
																		January 1,					March 15,
														Six Months				2005					2005
		Years Ended December 31,												Ended				through					through
														June 30,				March 14,					June 30,
		2002				2003				2004				2004				2005					2005
														(Unaudited)				(Unaudited)					(Unaudited)
		(in thousands, except per share and share data)
Statement of Operations Data:
Charter hire revenues		$	133,771			$	123,290			$	112,315			$	49,213			$	29,869				$	47,475
Amortization of non-cash deferred revenues			—				—				—				—				—					3,837
Other vessel income			171				231				195				102				17					55
Total revenues			133,942				123,521				112,510				49,315				29,886					51,367
Operating expenses:
Direct vessel operating expenses and other			84,101				81,188				80,712				37,541				16,217					26,962
General and administrative			15,077				15,519				16,815				7,677				4,030					7,021
Amortization of marine inspection costs			10,225				10,775				11,432				6,013				2,055					—
Depreciation and amortization expense			31,870				33,392				32,931				16,674				6,703					7,497
Impairment of long-lived assets			5,200				—				8,584				8,584				—					—
Loss on assets held for sale			—				6,165				10,725				8,674				—					—
(Gain) loss on sales of assets			(454	)			(1,045	)			30				11				2					(278	)
Impairment of goodwill			—				113,028				—				—				—					—
Total operating expenses			146,019				259,022				161,229				85,174				29,007					41,202
Operating income (loss)			(12,077	)			(135,501	)			(48,719	)			(35,859	)			879					10,165
Reorganization costs			—				—				(8,617	)			(1,698	)			(6,659	)				—
Gain on debt discharge			—				—				—				—				166,459					—
Fresh-start adjustments			—				—				—				—				(219,008	)				—
Interest expense			(28,432	)			(30,159	)			(33,405	)(2)			(17,928	)(2)			(1,940	)				(2,680	)
Amortization of deferred financing costs			(1,127	)			(977	)			(7,813	)(3)			(7,700	)(3)			(50	)				(112	)
Loss on early retirement of debt			(10,998	)			—				(618	)			(618	)			—					—
Other income (loss), net			(794	)			(649	)			152				634				5					(10	)
Income (loss) before income taxes			(53,428	)			(167,286	)			(99,020	)			(63,169	)			(60,314	)				7,363
Income tax expense (benefit)			14,550				(2,888	)			(3,068	)			(1,989	)			1,047					3,692
Net income (loss)		$	(67,978	)		$	(164,398	)		$	(95,952	)		$	(61,180	)		$	(61,361	)			$	3,671
Basic Per Share Data:
Net earnings (loss) per share		$	(1.87	)		$	(4.51	)		$	(2.60	)		$	(1.66	)		$	(1.66	)			$	0.36
Basic average common shares outstanding			36,260,993				36,470,940				36,876,152				36,856,773				36,908,505					10,203,623
Diluted Per Share Data:
Net earnings (loss) per share		$	(1.87	)		$	(4.51	)		$	(2.60	)		$	(1.66	)		$	(1.66	)			$	0.35
Diluted average common shares outstanding			36,260,993				36,470,940				36,876,152				36,856,773				36,908,505					10,390,611

																							Successor
		Predecessor Company(1)																					Company(1)
																		Period from					Period from
																		January 1,					March 15,
														Six Months				2005					2005
		Years Ended December 31,												Ended				through					through
														June 30,				March 14,					June 30,
		2002				2003				2004				2004				2005					2005
														(Unaudited)				(Unaudited)					(Unaudited)
		(in thousands)
Balance Sheet Data:
Working capital (deficit)		$	(69,427	)(4)		$	(27,740	)(4)		$	(26,660	)(4)		$	(334,380	)(5)			NA(6)				$	(27,952	)(4)
Property and equipment, net			546,223				487,019				459,211				438,739				NA(6)					250,464
Total assets			747,175				585,191				550,755				542,484				NA(6)					323,740
Debt, including current portion			384,146				380,166				147,131				400,184				NA(6)					131,014
Liabilities subject to compromise			—				—				275,179				—				NA(6)					—
Stockholders’ equity			295,326				142,031				63,841				72,980				NA(6)					112,907
Cash Flow Data:
Cash flow from operations		$	(7,845	)		$	(9,265	)		$	(14,761	)		$	(9,814	)		$	9,168				$	(57	)
Cash flow from investing activities			(69,515	)			28,215				(5,144	)			(11,355	)			(650	)				(125	)
Cash flow provided by financing activities			53,358				(3,340	)			7,048				18,067				(2,596	)				(7,675	)
Effect of exchange rates on cash			2,213				117				135				(221	)			62					(459	)
Net increase (decrease) in cash		$	(21,789	)		$	15,727			$	(12,722	)		$	(3,323	)		$	5,984				$	(8,316	)

(1)	We exited bankruptcy protection on March 15, 2005. In accordance with Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”, we adopted “fresh-start” accounting as of March 15, 2005. Fresh-start accounting is required upon a substantive change in control and requires that the reporting entity allocate our reorganization value to our assets and liabilities in a manner similar to that which is required under Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations”. Under the provisions of fresh-start accounting, a new entity has been deemed created for financial reporting purposes. References in this prospectus supplement to the “Successor Company” refer to us on and after March 15, 2005, after giving effect to the provisions of the plan of reorganization and the application of fresh-start accounting. References to the “Predecessor Company” in this prospectus supplement refer to us prior to March 15, 2005. Our financial statements for the period ended December 31, 2004 and prior periods do not reflect the effect of any changes in our capital structure as a result of fresh-start accounting.
(2)	Includes a charge of $2.8 million for accelerated amortization of debt discounts.
(3)	Includes a charge of $7.2 million for the accelerated amortization of deferred financing costs.
(4)	Includes amounts outstanding under the NOK revolver, which are classified as current liabilities in accordance with SFAS No. 6.
(5)	Includes amounts outstanding under the NOK revolver, which are classified as current liabilities in accordance with SFAS No. 6, and amounts outstanding under the Senior Notes and the 2004 Term Loan, since events of default under those facilities had occurred.
(6)	Not applicable due to fresh start accounting, which was applied at an interim date that was not the end of a required reporting period.

			Six Months Ended
			June 30,								Years Ended December 31,
			2005(4)				2004				2004				2003				2002
Average Day Rates:(1) Supply (Gulf class)			$	5,474			$	4,295			$	4,479			$	4,954			$	5,575
	Supply/Anchor Handling (North Sea class)			15,956				10,360				10,875				11,295				11,641
	Crew/line handling			2,215				2,480				2,522				2,897				2,654
Utilization:(2)
	Supply (Gulf class)(3)			55	%			45	%			48	%			51	%			53	%
	Supply/Anchor Handling (North Sea class)			89	%			72	%			82	%			82	%			89	%
	Crew/line handling			90	%			87	%			89	%			74	%			67	%
Average number of Vessels:
	Supply (Gulf class)(3)			48.0				48.0				48.0				48.0				48.0
	Supply/Anchor Handling (North Sea class)			17.6				19.0				18.5				19.7				18.8
	Crew/line handling			17.0				17.0				17.0				16.8				17.3

(1)	Average vessel day rate is calculated by dividing a vessel’s total revenues in a period by the total number of days such vessel was under contract during such period.
(2)	Average vessel utilization is calculated by dividing the total number of days for which a vessel is under contract in a period by the total number of days in such period.
(3)	Stacked vessels are included in the average number of vessels and the calculation of utilization. Excluding stacked vessels, our utilization was 90% and 77% for the six month periods ended June 30, 2005 and 2004, respectively.
(4)	Includes periods of both the Successor and Predecessor companies, before and after our emergence from bankruptcy.

RISK FACTORS

      This offering involves a high degree of risk. You should carefully consider the risks described below and other information in this prospectus supplement and the accompanying prospectus before deciding whether to invest in our securities. If any of the following risks were actually to occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you might lose all or part of your investment.

Risks Relating to our Business

      As of September 30, 2005, the average age of our vessels was 18 years. The age of many of our competitors’ fleets is substantially younger than ours. Our older fleet is generally less technologically advanced than many newer fleets, is not capable of serving all markets, may require additional maintenance and capital expenditures to be kept in good operating condition, and as a consequence may be subject to longer or more frequent periods of unavailability. For all of these reasons, our existing fleet may be impacted by a downturn in demand for offshore supply vessels more significantly than many of our competitors, which may have a material adverse impact on our financial condition and results of operations.

      We also own a SWATH and related inventory with an aggregate book value of approximately $8.0 million as of September 30, 2005. This vessel has not been under contract since early 2005, and, because of the unique nature of this vessel and the high operating costs, we may not be able to contract this vessel at an economical rate in the future. If we attempt to sell this vessel, there is no guarantee that we will succeed in finding a buyer, or that any buyer will pay an attractive price. Whether or not we sell the SWATH, we may be required to record material asset impairment charges in connection with the vessel. In addition, we will be required to repay $1.3 million of MARAD notes upon selling the SWATH.

      As of September 30, 2005, we had 16 cold-stacked vessels on which we will have to spend substantial sums in order to return them to service. A critical element of our strategy is the redeployment of vessels to growing international markets, as well as to more mature markets such as the Gulf of Mexico when we believe that sustained higher day rates justify such spending. If the cost to drydock these vessels should increase, or if the availability of shipyards to perform drydock services should decline, then our ability to unstack vessels in a timely manner to work at sustained higher day rates, or at all, could be materially affected, which may materially adversely affect our financial condition and results of operations.

      Since we do not plan to order new vessels that are not currently under construction, our ability to upgrade our fleet depends on the availability in the market of newer, more technologically advanced vessels with the capabilities to meet our customers’ increasing requirements. In addition, we plan to finance our acquisition of new vessels in part by the sale of some of our existing vessels, which are older than the vessels we intend to acquire. However, a number of markets in which we operate, as well as others in which we desire to operate, have age limitations, which could adversely affect our ability to successfully market our older vessels. If we are unable to charter our older vessels, then our ability to acquire newer vessels and upgrade our fleet may be adversely affected. If we cannot purchase new vessels (including existing contracts for vessels under construction), then our customers may hire our competitors’ vessels, and our financial condition and results of operations could be materially adversely affected.

      Charter rates for marine support vessels in our market areas depend on the supply of vessels. Excess vessel capacity in the offshore support vessel industry is primarily the result of either construction of new vessels or the mobilization of existing vessels into fully saturated markets. In recent years, we have been subject to increased competition from both new vessel constructions, particularly in the North Sea and the Gulf of Mexico, as well as vessels mobilizing into regions in which we operate. For example, certain of our competitors have constructed and have plans to construct additional new U.S.-flagged offshore supply vessels and foreign-flagged offshore supply vessels. A remobilization to the Gulf of Mexico of U.S.-flagged offshore supply vessels operating in other regions or a repeal or significant modification of the Jones Act or the administrative erosion of its benefits, permitting offshore supply vessels that are either foreign-flagged, foreign-built, foreign-owned or foreign-operated to engage in the U.S. coastwise trade, would also result in an increase in capacity. Any increase in the supply of offshore supply vessels, whether through new construction, refurbishment or conversion of vessels from other uses, remobilization or changes in law or its application, could increase competition for charters and lower day rates and/or utilization, which would adversely affect our revenues and profitability.

      Our international operations are subject to a number of risks inherent to any business operating in foreign countries, and especially in developing countries. These risks include, among others:

      We cannot predict the nature and the likelihood of any such events. However, if any of these or other similar events should occur, it could have a material adverse effect on our financial condition and results of operations.

      In addition, as we expand internationally, an increasing portion of our operations will be subject to international regulations, including foreign cabotage laws. We may be forced to partner with local companies or otherwise restructure our operations to comply with such regulations, or may be required to cease operations in these areas. These arrangements, if available, may have an adverse effect on our financial condition and results of operations.

      As a U.S. corporation, we are subject to the regulations imposed by the Foreign Corrupt Practices Act (FCPA), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. Any determination that we have violated the FCPA could have a material adverse effect on our business and results of operations.

      In the North Sea, adverse weather conditions during the winter months impact offshore development operations. In the Gulf of Mexico, we historically have enjoyed our highest utilization rates during the second

and third quarters, as mild weather provides favorable conditions for offshore exploration, development and construction. Activity in the Gulf of Mexico may also be subject to stoppages for hurricanes, particularly during the period ranging from June to November. Accordingly, the results of any one quarter are not necessarily indicative of annual results or continuing trends.

      Marine support vessels are subject to operating risks such as catastrophic marine disasters, natural disasters (including hurricanes), adverse weather conditions, mechanical failure, crew negligence, collisions, oil and hazardous substance spills and navigation errors. The occurrence of any of these events may result in damage to or loss of our vessels and our vessels’ tow or cargo or other property and in injury to passengers and personnel. Such occurrences may also result in a significant increase in operating costs or liability to third parties. We maintain insurance coverage against certain of these risks, which our management considers to be customary in the industry. We can make no assurances that we can renew our existing insurance coverage at commercially reasonable rates or that such coverage will be adequate to cover future claims that may arise. In addition, concerns about terrorist attacks, as well as other factors, have caused significant increases in the cost of our insurance coverage.

      We must comply with federal, state and local regulations, as well as certain international conventions, the rules and regulations of certain private industry organizations and agencies, and laws and regulations in jurisdictions in which our vessels operate and are registered. These regulations govern, among other things, worker health and safety and the manning, construction and operation of vessels. These organizations establish safety criteria and are authorized to investigate vessel accidents and recommend approved safety standards. If we fail to comply with the requirements of any of these laws or the rules or regulations of these agencies and organizations, we could be subject to substantial administrative, civil and criminal penalties, the imposition of remedial obligations, and the issuance of injunctive relief.

      Our operations also are subject to federal, state and local laws and regulations that control the discharge of pollutants into the environment and that otherwise relate to environmental protection. While our insurance policies provide coverage for accidental occurrence of seepage and pollution or clean up and containment of the foregoing, pollution and similar environmental risks generally are not fully insurable. We may incur substantial costs in complying with such laws and regulations, and noncompliance can subject us to substantial liabilities. The laws and regulations applicable to us and our operations may change. If we violate any such laws or regulations, this could result in significant liability to us. In addition, any amendment to such laws or regulations that mandates more stringent compliance standards would likely cause an increase in our vessel operating expenses.

      Some of our employees are covered by provisions of the Jones Act, the Death on the High Seas Act and general maritime law. These laws preempt state workers’ compensation laws and permit these employees and their representatives to pursue actions against employers for job-related incidents in federal courts. Because we are not generally protected by the limits imposed by state workers’ compensation statutes, we may have greater exposure for any claims made by these employees or their representatives.

      Our operations, particularly in the North Sea, West Africa, Mexico and Brazil, depend on the continuing business of a limited number of key customers. For the year ended December 31, 2004, our largest customer comprised approximately 6% of our total revenues. Our results of operations could be materially adversely

affected if any of our key customers in these regions terminates its contracts with us, fails to renew our existing contracts or refuses to award new contracts to us.

      We are subject to risks of loss resulting from nonpayment or nonperformance by our customers. Any material nonpayment or nonperformance by our key customers could adversely affect our financial condition, results of operations, and could reduce our ability to pay interest on, or the principal of, our credit facilities. If any of our key customers default on its obligations to us, our financial results could be adversely affected. Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks.

      We depend on the continued services of our executive officers and other key management personnel, the loss of any of whom could result in inefficiencies in our operations, lost business opportunities or the loss of one or more customers. We do not maintain key-man insurance. If we lose key personnel, then our ability to operate our business efficiently may be impaired and our results of operations may be negatively impacted.

      On June 30, 2005, approximately 60% of our employees worldwide were working under collective bargaining agreements, all of whom were working in Norway, the United Kingdom and Brazil. Efforts have been made from time to time to unionize other portions of our workforce, including workers in the Gulf of Mexico. Any such unionization could increase our costs, limit our flexibility or increase the risk of a work stoppage.

      During July 2003, the Norwegian government began partially reimbursing us for labor costs associated with the operation of our vessels in the North Sea. In 2004, these reimbursements totaled $5.5 million. If this benefit is reduced or removed entirely, our direct operating costs will increase substantially and negatively impact our profitability.

Risks Relating to our Industry

      Our revenues are primarily generated from entities operating in the oil and gas industry in the North Sea, the Gulf of Mexico, West Africa, Mexico and Brazil. Since our revenues are generated primarily from customers having similar economic interests, our operations are susceptible to market volatility resulting from economic or other changes to the oil and gas industry (including the impact of hurricanes). Changes in the level of exploration and production expenditures and in oil and gas prices and industry perceptions about future oil and gas prices could materially decrease our cash flows and reduce our ability to service our credit facilities.

      Demand for our services depends heavily on activity in offshore oil and gas exploration, development and production. The level of exploration and development typically is tracked by the “rig count” in our market areas. The offshore rig count is usually the driving force behind the day rates and utilization in any given period. Depending on when we enter into long-term contracts, and their duration, the positive impact on us of an increase in day rates could be mitigated or delayed, and the negative impact on us of a decrease in

day rates could be exacerbated or prolonged. This is particularly relevant to the North Sea market, where contracts tend to be longer in duration. A decrease in activity in the Gulf of Mexico and other areas in which we operate could adversely affect the demand for our marine support services, and may reduce our revenues and negatively impact our cash flows. If market conditions were to decline in market areas in which we operate, it could require us to evaluate the recoverability of our long-lived assets, which may result in write-offs or write-downs on our vessels that may be material individually or in the aggregate.

      Our industry is highly competitive. Certain of our competitors have significantly greater financial resources than we have and more experience operating in international areas. Competition in the marine support services industry primarily involves factors such as:

      Any reduction in day rates offered by our competitors may cause us to reduce our day rates and may negatively impact the utilization of our vessels, which will negatively impact our results of operations.

Risks Relating to our Capital Structure

      We have a significant amount of indebtedness. As of August 31, 2005, we had total indebtedness of approximately $125.7 million, and substantially all of our assets are pledged to our lenders as collateral. Our level of debt could have important consequences to you, including the following:

      In the longer term, our ability to pay debt service and other contractual obligations will depend on improving our future performance and cash flow generation, which in turn will be affected by prevailing economic and industry conditions and financial, business and other factors, many of which are beyond our control. If we have difficulty providing for debt service or other contractual obligations in the future, we will be forced to take actions such as reducing or delaying capital expenditures, reducing costs, selling assets, refinancing or reorganizing our debt or other obligations and seeking additional equity capital, or any combination of the above. We may not be able to take any of these actions on satisfactory terms, or at all.

      A significant number of covenants under our credit facilities limit many aspects of our operations, including our ability to incur additional indebtedness or liens, and place restrictions on certain activities including disposing of property, declaring or paying dividends, re-flagging vessels outside the U.S., selling assets, making investments and entering into certain joint ventures, in each case without the consent of the lenders. In addition, other covenants restrict the amount of capital expenditures and maintenance, classification and marine inspection costs that may be incurred, impose minimum EBITDA requirements and maximum leverage ratios and restrict acquisitions. For a more detailed description of the terms of our U.S. credit facility, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included elsewhere in this prospectus supplement. Although we intend to use the proceeds of this offering to repay amounts outstanding under our U.S. credit facility, there is no assurance as to when we will be permitted to make such prepayments. See “Use of Proceeds” included elsewhere in this prospectus supplement.

      During the normal course of operating our business, we may not always be able to comply with one or more of these covenants, and therefore may need to seek waivers, amendments or consents from our lenders. While we have amended our U.S. credit facility and/or obtained waivers thereunder five times since March 15, 2005, in order to permit us to consummate a transaction or to cure inadvertent defaults or potential defaults, our lenders might not waive covenants for future potential transactions or future breaches of these covenants, or grant additional waivers without the payment of substantial fees. If we are unable to obtain a waiver of a future violation, we fail to make payments when due, we breach a representation or warranty, we commence insolvency proceedings, a judgment in excess of $5.0 million is entered against us or there is an occurrence of a material adverse event, our lenders could declare all amounts outstanding under our credit agreements to be immediately due and payable. Moreover, substantially all of our debt and certain of our operating leases have customary cross-default provisions, which means that an event of default under one of our debt instruments may trigger defaults under our other debt instruments. If such an event were to occur, we would not have sufficient financial resources to repay our indebtedness and our ability to operate our business would be substantially impaired.

      Day rates in the Gulf of Mexico and our other geographic markets have fluctuated significantly in the last several years. If day rates or utilization levels for our U.S. fleet were to decline from current levels, we may have difficulty satisfying the covenant in the U.S. credit facility relating to EBITDA, as defined in the U.S. credit facility, for our U.S. operations. If our U.S. operations have difficulty complying with these covenants based on their operating results, then we will likely need to repatriate cash from our Norwegian subsidiaries to comply with the covenant. If we were not able to repatriate a sufficient amount of cash from our Norwegian subsidiaries, we could default on our U.S. credit facility, which could lead to our bankruptcy and/or insolvency.

      Our Norwegian subsidiaries currently generate the majority of our profits and our cash flow from operations, and from time to time we generate substantial liquidity in these subsidiaries. Our ability to repatriate funds depends on a number of factors, including:

      Assuming that we are otherwise able to repatriate funds from Norway to the U.S., in order to do so in a tax-efficient manner we would also be required to:

      We may not be able to satisfy one or more of these conditions, and as a result we may not be able to repatriate funds from our Norwegian subsidiaries in a tax-efficient manner, or at all. This inability could materially and adversely affect our U.S. cash and liquidity position and, in certain circumstances, could result, alone or in combination with other circumstances, in a default under our U.S. credit facility.

      We have received tax assessments in Brazil during the past three years, and may receive additional assessments in the future. Our Brazilian subsidiary received tax assessments from Brazilian state tax authorities totaling approximately 26.2 million Reais ($11.2 million at June 30, 2005) in the aggregate. The tax assessments are based on the premise that certain services provided in Brazilian federal waters are considered taxable by certain Brazilian states as transportation services and are subject to a state tax. If the courts in these jurisdictions uphold the assessments, it would have a material adverse affect on our net income, liquidity and operating results. We do not believe any liability in connection with these matters is probable and, accordingly have not accrued for these assessments or any potential interest charges for the potential liabilities.

      In addition, our Norwegian subsidiary is a member of the Norwegian shipping tax regime, which enables the indefinite deferral of the payment of income taxes as long as certain criteria are met. If we fail to meet these criteria, we may be deemed to have exited the shipping tax regime and, as a result, the deferred tax liability may become due and payable. This could have a material adverse affect on our financial condition.

      Our ability to utilize certain net operating loss carryforwards may be limited by certain events. At March 15, 2005, we had estimated net operating loss carryforwards (“NOLs”) of $337.0 million for federal income tax purposes that were set to expire through 2024. Upon reorganization, we recognized cancellation of debt income of $166.5 million when our $250.0 million 8⁷/8% senior notes due 2012 (the “Senior Notes”) were converted to equity, leaving approximately $170.5 million remaining post-reorganization NOLs. Due to the change in our ownership, the ultimate utilization of our NOLs may be limited as described below. Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” An ownership change may result from, among other things, transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of our NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of our stock immediately before the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change.

      Our reorganization created a change in ownership limitation on the utilization of our NOLs. As a result, we will be limited in the utilization of our NOLs to offset approximately $4.7 million of post-change taxable income per year.

      If another ownership change was to occur in the future, our NOL utilization might be further limited or eliminated completely, which may have a material adverse impact on our liquidity.

      In general, we operate through two primary operating segments, the North Sea and the Gulf of Mexico. These business segments have been capitalized and are financed on a stand-alone basis. Debt covenants and the Norwegian shipping tax regime preclude us from effectively transferring the financial resources from one segment for the benefit of the other. Over the past three years, our Gulf of Mexico operating segment has incurred significant losses while operating under a significant debt burden and has not been able to utilize the financial resources of our North Sea operating segment, which carried a lower level of debt during that time period.

      In an effort to maintain adequate funds for operations in the U.S., we have initiated the process of implementing a method to repatriate funds from Norway; however, there are substantial obstacles that we must overcome to achieve a funds transfer in a tax-efficient manner, including certain restrictions under our U.S. credit facility, and there can be no assurance as to the success of such efforts. For a discussion of the difficulties of repatriating funds from Norway, please read “We may not be able to repatriate funds from Norway to fund our U.S. operations, which could negatively impact our cash flows and limit our operational flexibility” above.

      After emergence from bankruptcy, the amounts reported in financial statements for periods subsequent to the date we emerged from Chapter 11 have materially changed. These changes are due primarily to:

For example, as part of our fresh-start accounting adjustments, our long-lived assets have been reduced based on the fair market values assigned to our reorganized liabilities and current assets, and based upon a total equity value of $110.0 million as of March 15, 2005. Changes in accounting principles required under generally accepted accounting principles within twelve months of emerging from bankruptcy were required to be adopted as of the date of emergence from Chapter 11 bankruptcy protection. Additionally, we elected to make other changes in accounting practices and policies effective as of March 15, 2005. For all these reasons, our financial statements for periods subsequent to March 15, 2005 are not comparable to those of prior periods which will make it difficult for stockholders to assess our performance in relation to prior periods.

      Due to the size of our international operations, a significant percentage of our business is conducted in currencies other than the U.S. Dollar. We primarily are exposed to fluctuations in the foreign currency exchange rates of the Norwegian Kroner, the British Pound, the Brazilian Real and the Nigerian Naira. Changes in the value of these currencies relative to the U.S. Dollar could result in currency translation adjustments reflected as comprehensive income or losses on our balance sheet. Due to the fluctuation of these currencies, primarily the NOK, we incurred favorable accumulated foreign currency translation adjustments of

$17.7 million, $10.6 million and $71.5 million in 2004, 2003 and 2002, respectively, and we incurred an unfavorable accumulated foreign currency translation adjustments of $6.4 million for the six months ended June 30, 2005. In addition, currency translation gains and losses could contribute to fluctuations in our results of operations. We recognized foreign exchange losses of $0.3 million, $0.9 million, and $1.4 million for 2004, 2003 and 2002, respectively, and we recognized a foreign exchange loss of $0.2 million for the six months ended June 30, 2005. Future fluctuations in these and other foreign currencies may result in additional foreign exchange gains or losses, and could have a material adverse impact on our financial position.

      Pursuant to our registration rights agreement with some of our stockholders, we have registered 6,996,200 shares of our common stock held by them. Under the terms of the registration rights agreement, we may be prohibited from effecting certain transactions in our common stock, including any public offering of our common stock, while these stockholders are effecting an underwritten offering of their common stock. As a result, our ability to access the equity capital markets at times when we believe the market is favorable could be limited, and we may have to access other sources of liquidity, such as our credit facility, even if those sources are less attractive to us than selling primary shares of our common stock in the market.

      Additionally, these stockholders will have the ability to sell a substantial number of shares of common stock in the market during a short time period. Sales of a substantial number of shares of common stock in the trading markets, whether in a single transaction or series of transactions, or the possibility that these sales may occur, could reduce the market price of our outstanding common stock.

      Prior to this offering, our common stock was traded on the Over-the-Counter Bulletin Board. Although our common stock has been approved for listing on the Nasdaq National Market, there is no guarantee that a liquid market for our common stock will develop or be sustained after this offering. Moreover, the market price of our common stock could be subject to significant fluctuations after this offering, and may decline below the offering price. You may not be able to resell your shares at or above the offering price. Among the factors that could affect our stock price are our operating and financial performance and prospects; quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenue; and sales of our common stock or other actions by our significant stockholders. In addition, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Risks Relating to the Ownership of our Common Stock

      Our restated certificate of incorporation provides that no shares held by or for the benefit of persons who are non-U.S. citizens that are determined, collectively with all other shares so held, to be in excess of 24.99% of our outstanding capital stock (or any class thereof) are entitled to vote or to receive or accrue rights to any dividends or other distributions of assets paid or payable to the other holders of our capital stock. Those shares determined to be in excess of 24.99% shall be the shares determined by our board of directors to have become so owned most recently. In addition, our restated certificate of incorporation provides that, at the option of our board, we may redeem such excess shares for cash or for promissory notes of our company with maturities not to exceed ten years and bearing interest at the then-applicable rate for U.S. treasury instruments of the same tenor. U.S. law currently requires that less than 25% of our capital

stock (or of any other provider of domestic maritime support vessels) may be owned directly or indirectly by persons who are non-U.S. citizens. If this charter provision is ineffective, then ownership of 25% or more of our capital stock by non-U.S. citizens could result in the loss of our permits to engage in coastwise trade, which would negatively affect our Gulf of Mexico business. Please read “Description of Our Capital Stock — Certain Charter and Bylaw Provisions — Limitation on Foreign Ownership of Our Stock” in the accompanying prospectus.

      Our certificate of incorporation and bylaws contain provisions relating to the limitations of liability and indemnification of our directors and officers, dividing our board of directors into classes of directors and providing that our stockholders can take action only at a duly called annual or special meeting of stockholders. These provisions also may have the effect of deterring hostile takeovers and preventing you from getting a premium for your shares that would have otherwise been offered or delaying, deferring or preventing a change in control of our Company.

USE OF PROCEEDS

      We will receive net proceeds from this offering of approximately $86.5 million, after deducting the underwriting discounts and commissions and estimated offering expenses. We intend to apply all of the net proceeds, as well as the proceeds from any exercise of the underwriters’ over-allotment option, to repay the outstanding balance under the revolver portion of our U.S. credit facility (approximately $6.0 million as of August 31, 2005), a portion or all of the term indebtedness outstanding under our U.S. credit facility (approximately $54.6 million as of August 31, 2005), as described below, and for general corporate purposes.

      Pursuant to our U.S. credit facility, we must first offer the net proceeds from this offering to the lenders under such facility as a prepayment of the term portion of this indebtedness. If this prepayment offer is not accepted by any of the lenders in our U.S. credit facility, then we will not be permitted to repay the portion of the term indebtedness held by those lenders until March 16, 2006. Beginning on that date, we will be allowed to prepay all or any portion of the then-outstanding term indebtedness under our U.S. credit facility, together with a 3% prepayment penalty on the amount so prepaid. We may negotiate an earlier prepayment of this term indebtedness and may agree to pay a pre-payment penalty in connection with such earlier prepayment. Notwithstanding the repayment of all amounts outstanding under the revolver portion of the U.S. credit facility, this revolver will remain in place in accordance with its terms for as long as our U.S. credit facility remains in effect.

      Pending application of the net proceeds as set forth in this prospectus supplement, we intend to invest the net proceeds from this offering in short-term commercial paper rated at least A-1 by Standard & Poor’s Ratings Service or P-1 by Moody’s Investors Service, Inc. (or carrying an equivalent rating by another nationally recognized rating agency) and maturing within six months of our investment. As of August 31, 2005, there was approximately $60.6 million outstanding under our U.S. credit facility with a weighted average interest rate of 8.7% per annum.

CAPITALIZATION

      The following table sets forth our capitalization as of June 30, 2005:

      This table should be read together with our historical financial statements and the accompanying notes incorporated by reference in this prospectus supplement and the accompanying prospectus. You should also read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus supplement.

      This table does not reflect the issuance of up to 585,000 shares of common stock that may be sold to the underwriters upon exercise of their option to purchase additional shares of common stock, the proceeds of which will be applied in the manner described in “Use of Proceeds”.

DILUTION

      If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price of our common stock and the as adjusted net tangible book value per share of our common stock after this offering. Our net tangible book value as of June 30, 2005 was approximately $111.7 million, or approximately $10.85 per share. Net tangible book value per share represents the amount of tangible assets less total liabilities, divided by 10,298,355 shares of common stock outstanding.

      After giving effect to our sale of 3,900,000 shares in this offering at a public offering price of $24.00 per share and after deduction of the estimated underwriting discounts and commissions, prepayment penalties and offering expenses, our as adjusted net tangible book value as of June 30, 2005 would have been approximately $196.6 million, or $13.85 per share. This represents an immediate increase in net tangible book value of $3.00 per share to existing stockholders and an immediate dilution of $10.15 per share to purchasers of common stock in this offering.

      The following table sets forth, on an as assumed basis as of June 30, 2005, the total consideration paid and the average price per share paid by the existing stockholders and by new investors, before deducting estimated underwriting discounts and commissions and offering expenses payable by us at a public offering price of $24.00 per share.

MARKET FOR OUR COMMON STOCK

      Our common stock is traded on the Over-the-Counter Bulletin Board under the symbol “TRMA.OB”. As of October 17, 2005, the last reported sales price of our common stock on the Over-the-Counter Bulletin Board was $25.50 per share of common stock and there were 10,304,442 shares of our common stock outstanding held by seven holders of record. Our common stock has been approved for listing on the Nasdaq National Market under the symbol “TRMA”. The following table sets forth the range of high and low bid quotation information of our common stock, as reported by Bloomberg L.P., for each calendar quarter.

DIVIDEND POLICY

      We have not declared or paid any dividends on our common stock, and we do not currently anticipate paying any dividends on our common stock in the foreseeable future. Instead, we currently intend to retain all future earnings to fund the development and growth of our business. Any future determination relating to our dividend policy will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant. Our credit facility also effectively prohibits our ability to pay dividends to our stockholders.

SELECTED CONSOLIDATED FINANCIAL DATA

      The selected consolidated financial data presented below for the five fiscal years ended December 31, 2004 is derived from our audited consolidated financial statements. The consolidated financial data presented below for the six months ended June 30, 2004, the two-and-one half month period from January 1, 2005 to March 14, 2005, and the three-and-one half month period from March 15, 2005 to June 30, 2005 are derived from our unaudited financial statements. You should read this information in conjunction with the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus supplement and our consolidated financial statements and notes thereto, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

See footnotes on next page.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with the accompanying “Selected Consolidated Financial Data” and the financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed elsewhere in this prospectus supplement and the accompanying prospectus, particularly in “Risk Factors”. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

Overview

      We are a Delaware holding company formed in 1993. We provide all of our services through our direct and indirect subsidiaries in each of the markets in which we operate. Our Norwegian subsidiaries include Trico Shipping AS, which owns all of our vessels operating in the North Sea, one vessel operating in West Africa and one vessel operating in Brazil. Our domestic subsidiaries include Trico Marine Assets, Inc., which owns substantially all of our vessels operating in the Gulf of Mexico, Mexico and Brazil, and Trico Marine Operators, Inc., which operates all of our vessels in the Gulf of Mexico and provides assistance to our other foreign operations. We operate internationally through a number of other foreign operating subsidiaries.

      We provide marine support vessels to the oil and gas industry, primarily in the North Sea, the Gulf of Mexico, West Africa, Mexico and Brazil. As of September 30, 2005, we had a total fleet of 81 vessels, including 48 supply vessels, 10 large capacity platform supply vessels, 6 large anchor handling, towing and supply vessels, 11 crew boats (including 3 crew boats we are leasing under ten-year operating leases expiring in 2012 and 2013), and 6 line handling (utility) vessels (including 5 line handling vessels under contract for sale). Our diversified fleet of vessels provide a broad range of services, including: (i) the transportation of drilling materials, supplies and crews to drilling rigs and other offshore facilities; (ii) towing drilling rigs and equipment from one location to another; and (iii) support for the construction, installation, repair and maintenance of offshore facilities. We also provide support for deepwater ROVs (remotely operated vehicles), well stimulation, sea floor cable laying and trenching services using our larger and more sophisticated vessels.

Primary Factors Affecting our Results of Operations

      Day Rates and Utilization. Our results of operations are affected primarily by the day rates we receive and our fleet utilization. Day rates are driven by four key factors:

      Demand for our vessels is primarily impacted by the level of offshore oil and gas drilling activity, which is typically influenced by exploration and development budgets of oil and gas companies. The number of drilling rigs in our market areas is a leading indicator of drilling activity. Our day rates and utilization rates are also affected by the size, configuration, age and capabilities of our fleet. In the case of supply vessels and PSVs, their deck space and liquid mud and dry bulk cement capacity are important attributes. In certain markets and for certain customers, horsepower and dynamic positioning systems are also important requirements. For crew boats, size and speed are important factors. Our industry is highly competitive and our day rates and utilization are also affected by the supply of other vessels with similar configurations and

capabilities available in a given market area. Competition in the marine support services industry primarily involves factors such as:

      Operating Costs. Our operating costs are primarily a function of fleet size and utilization levels. The most significant direct operating costs are wages paid to vessel crews, maintenance and repairs and marine insurance. When we charter vessels, we are typically responsible for normal operating expenses, repairs, wages and insurance, while our customers are typically responsible for mobilization expenses, including fuel costs. For periods prior to our reorganization, costs incurred for marine inspections and regulatory compliance were capitalized and amortized over the period between such inspections, typically two to five years. Following our reorganization, costs associated with marine inspections have been expensed as incurred. Generally, increases or decreases in vessel utilization do not significantly affect our direct operating costs incurred when the vessels are active, depending, among other things, on the length of time between periods of vessel utilization.

Management’s Outlook

      The oil and gas industry continues to experience strong growth due to increased demand for energy worldwide. We believe the following trends should benefit our operations and have a positive impact on our earnings:

      Sustained higher oil and gas prices, driven by global economic recovery, increasing demand from China and other emerging markets, and threatened reliability of supply in major oil producing nations has resulted in increased offshore drilling, construction and repair activity worldwide by independents, major international energy companies and national oil companies. The markets in which we operate have responded to the increase in oil and gas activity, resulting generally in higher utilization and day rates through the first half of 2005. We expect drilling activity will continue to be robust for the remainder of 2005, which should continue to provide us with attractive day rates and productive utilization levels for our vessels.

      In the future, we expect that international markets such as West Africa and Southeast Asia, among other regions, will command a higher percentage of worldwide oil and gas exploration, development, production and related spending and result in greater demand for our vessels. To capitalize on these long-term growth opportunities, we intend to deploy existing active and stacked vessels, as well as new vessels, to these regions.

Primary Measures Used by Management to Evaluate Our Results of Operations

      As our reorganization progressed in 2004, we focused primarily on cash flow from operations and our net changes in cash and cash equivalents in order to fund operations, maintain our fleet and service our debt. With regard to our operations, we primarily monitor day rates and the utilization of our vessels in our primary markets and in others around the world.

Our Results of Operations

      The table below sets forth by vessel class, the average day rates and utilization for our vessels and the average number of vessels we operated during the periods indicated.

      The table below sets forth by vessel class, the charter revenues for our vessels during the periods indicated (dollars in thousands).

Comparison of day rates and utilization during the six months ended June 30, 2005 to the six months ended June 30, 2004.

      Comparing the first six months of each year, day rates for the North Sea class increased 54% from $10,360 in the first six months of 2004 to $15,956 in the first six months 2005. Utilization increased from 72% in the first six months of 2004 to 89% in the first six months 2005. The increases were due to increased

demand for North Sea vessels, particularly the AHTS class, during 2005. The impact of very strong market conditions in the North Sea during 2005 was partially offset by the fact that we have a majority of our North Sea vessels under medium or long-term contracts at day rates below current market prices.

      For the Gulf class supply vessels, six month average day rates increased 27% from $4,295 in the first six months of 2004 to $5,474 in the first six months of 2005. Utilization also increased for these vessels from 45% in the first six months of 2004 to 55% in the first six months of 2005. The increase in both day rates and utilization is a result of the increased seasonal demands, specifically in the second quarter, increased work related repairs from hurricane damage and reduced supply as a result of more vessels mobilizing to other worldwide markets.

      For our crew boats and line handling vessels, six month average day rates decreased 11% from $2,480 in the first six months of 2004 to $2,215 in the first six months of 2005, while utilization increased from 87% in the first six months of 2004 to 90% in the first six months of 2005. Day rates for our crewboats and line handling vessels may not be comparable to those of our competitors because five of our vessels are under bareboat charter contracts, which significantly reduce the average day rate for the class.

      Revenue. Our revenues in 2003 were $123.5 million compared to $112.5 million in 2004. The 9% decrease in revenues during the year was a result of lower average vessel day rates and utilizations, specifically for the Gulf class supply vessels and lower average vessel day rates for the North Sea class PSVs and AHTSs. To a lesser extent, revenues in 2004 were impacted by the full year effect of the sale of a large North Sea class AHTS vessel during September 2003 and the sale of an older PSV early in the third quarter of 2004. These decreases in revenues more than offset the favorable foreign currency translation impact related to our North Sea operations.

      For our North Sea class PSVs and AHTSs, average day rates decreased 4% from $11,295 in 2003 to $10,875 in 2004. Utilization remained flat at 82% in both 2003 and 2004. The decrease in day rates was a result of continued market pressure from competition and low levels of drilling activity, particularly in the first half of 2004.

      For the Gulf class supply vessels, average day rates decreased 10% from $4,954 in 2003 to $4,479 in 2004. Utilization also decreased for these vessels from 51% in 2003 to 48% in 2004. The decrease in both day rates and utilization is a direct result of the sustained low level of Gulf of Mexico exploration and development activity, particularly during the first half of 2004.

      Our crew boats and line handling vessels also experienced decreased average day rates and utilization in 2004 compared to 2003. Day rates decreased 13% from $2,897 in 2003 to $2,522 in 2004, while utilization increased from 74% in 2003 to 89% in 2004. The reduction in day rates and increase in utilization is largely due to three vessels bareboat chartered on a long-term basis during the third quarter of 2003.

      Direct Operating Expenses. Direct vessel operating expenses decreased 1% from $81.2 million in 2003 to $80.7 million in 2004. The decrease is primarily due to reductions in labor and payroll expenses and insurance costs, offset by increases to vessel repair and maintenance and supplies costs during 2004. The reduction in labor costs is a result of a reduction in U.S. headcount, and the full-year effect of an increase in the Norwegian government’s partial reimbursement of labor costs starting in July 2003. In addition, operating costs during 2004 were lower due to the sale of a large North Sea class AHTS vessel in September 2003. Direct vessel operating costs also increased due to the currency translation effect from 2003 to 2004 related to our North Sea operations.

      General and Administrative Expense. General and administrative expenses increased 8% from $15.5 million to $16.8 million when comparing 2003 to 2004. Increases in salary and related costs, particularly for severance amounts, and increased insurance, legal and accounting related costs to comply with the Sarbanes-Oxley Act of 2002 and costs associated with a new operations office in Nigeria more than offset cost decreases related to reductions in force in the Gulf of Mexico and the North Sea, resulting in a net increase in general and administrative expense during 2004. The legal and financial advisory costs associated

with the reorganization initiative have been segregated from recurring legal and advisory costs included in general and administrative expense, and are discussed below.

      Marine Inspection Costs. Amortization of marine inspection costs increased $0.7 million or 6% from $10.8 million in the 2003 to $11.4 million in 2004. This increase is due to increased expenditures on classification costs in recent years.

      Depreciation and Amortization. Our depreciation and amortization expense decreased $0.5 million or 1% from $33.4 million in 2003 to $32.9 million in 2004. The decrease is primarily related to the depreciation recorded during the first six months of 2003 on the large North Sea class vessel sold in September 2003 offset partially by the sale of a PSV early in the third quarter of 2004.

      Impairment Charges. During the second quarter of 2003, we recorded a $28.6 million impairment charge related to our goodwill balance in accordance with SFAS No. 142. The majority of the charge related to the goodwill of our North Sea subsidiary, which we acquired in 1997. After continued deterioration in market conditions in the North Sea during the third and fourth quarters of 2003, we determined that an additional interim test of impairment was necessary as of December 31, 2003, and recorded an impairment charge on the remaining goodwill balance of approximately $84.4 million.

      During the quarter ended June 30, 2004, we evaluated our long-lived assets held for use for potential impairment and recorded an impairment charge of $8.6 million. We did not record any impairment charges during 2003. For more information, see Note 6 to the consolidated financial statements for the year ended December 31, 2004, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

      During the second quarter of 2004, we initiated steps to actively market and sell three of our older North Sea class PSVs, and sold one of the vessels in July 2004. We performed an analysis of the assets at June 30, 2004, and determined that, based on the estimated selling prices less costs to sell, it was necessary to reduce the book values of the three North Sea class PSVs and we recorded a loss of $8.7 million during the second quarter of 2004. During the fourth quarter of 2004, we analyzed the remaining two PSVs being held for sale and recorded an additional impairment of $2.0 million based upon revisions to the estimated selling prices of the vessels, bringing the total loss on assets held for sale to $10.7 million. During 2003, we recorded total charges of $6.2 million in association with the sale of one of our larger North Sea AHTS vessels, and the sale of our investment in a construction project in Brazil.

      Gain on Sale of Assets. During 2003, we sold two crew boats and one supply vessel, which resulted in gains of $1.0 million in the aggregate.

      Reorganization Expense. During 2004, we expensed $8.6 million related to the reorganization effort, which includes fees to financial and legal advisors and accruals under the key employee retention program adopted in September 2004.

      Interest Expense. Interest expense increased $3.2 million, or 11%, from $30.2 million in 2003 to $33.4 million in 2004. Included in interest expense during 2004 is a charge of $2.8 million to accelerate the amortization of debt discounts on our Senior Notes and our $55.0 million term loan entered into in February 2004 (the “2004 Term Loan”). The amortization was accelerated during the second quarter because we defaulted in the payments under both the Senior Notes and the 2004 Term Loan, which resulted in the debt becoming immediately due and payable upon demand. In addition, for the majority of the second and third quarters of 2004, we were accruing interest on past-due amounts on the Senior Notes, and accruing and paying default interest premiums under the 2004 Term Loan. During 2004, we benefited from lower average interest rates on our NOK-based debt. We ceased accruing interest on the Senior Notes on the Commencement Date because the Senior Notes represent an under-secured liability. Interest expense related to our other debt facilities totaled $8.3 million during 2004. The reorganization eliminated approximately $22.2 million of annual interest expense.

      Amortization of Deferred Financing Costs. As a result of the Senior Notes and 2004 Term Loan balances being due and payable upon demand, we accelerated the amortization of our deferred financing

costs, included in other assets, to expense the remaining unamortized balance during the second quarter of 2004. The acceleration resulted in a charge of $7.2 million, which is included in amortization of deferred financing charges during 2004.

      Loss on Early Retirement of Debt. We refinanced a portion of our U.S. dollar debt during February 2004 and recorded a loss of $0.6 million related to fees and the write-off of unamortized issuance costs related to our previous debt.

      Income Tax Benefit. We recorded a consolidated income tax benefit in 2004 of $3.1 million, which primarily related to our Norwegian operations. Our income tax benefit in 2003 was $2.9 million, also primarily related to our Norwegian operations. We provided a full valuation allowance against our U.S. deferred tax assets during 2003 and 2004 because it was not likely that the related tax benefits would be realized.

      Revenues. Our revenues in 2002 were $133.9 million compared to $123.5 million in 2003. The 8% decrease in revenues during the year was a result of lower average vessel day rates and utilizations, specifically in the Gulf class supply vessels and the North Sea AHTS vessels.

      For our North Sea PSVs and AHTSs, day rates decreased 3% from $11,641 in 2002 to $11,295 in 2003. Utilization also decreased from 89% in 2002 to 82% in 2003. The decrease in both day rates and utilization were results of continued market pressure from competition and low levels of drilling activity.

      For the Gulf class supply vessels, day rates decreased 11% from $5,575 in 2002 to $4,954 in 2003. Utilization also decreased for these vessels from 53% in 2002 to 51% in 2003. The decrease in both day rates and utilization is a direct result of the continued low level of Gulf of Mexico drilling activity.

      In contrast, our crew boats and line handling vessels experienced increased day rates and utilization in 2003 compared to 2002. Day rates increased 9% from $2,654 in 2002 to $2,897 in 2003, while utilization increased from 67% in 2002 to 74% in 2003. These increases were partly due to the full year effect of several two-year contracts for line handling vessels entered into during the third quarter of 2002 at increased day rates.

      Direct Operating Expenses. Direct vessel operating expenses decreased 3% from $84.1 million in 2002 to $81.2 million in 2003. The decrease is primarily due to reductions in vessel maintenance and repairs and labor costs during 2003, offset partially by an increase in supplies. The reduction in labor and maintenance costs is a result of an increase in the Norwegian government’s reimbursement of such costs, and the sale of the large North Sea AHTS in 2003.

      General and Administrative Expense. General and administrative expenses increased 3% from $15.1 million to $15.5 million when comparing 2002 to 2003. The increase in general and administrative expenses are related to increased insurance and professional fees, as well as increased costs associated with the new sales and operations offices in Mexico and Nigeria.

      Depreciation and Amortization Expense. Our depreciation and amortization expense increased $1.5 million or 5% from $31.9 million in 2002 to $33.4 million in 2003. Depreciation and amortization increased when comparing 2003 to 2002 due to our recording the first full year of depreciation for two vessels entering the North Sea fleet in 2002.

      Loss on Assets Held for Sale. During 2003, we recorded a charge of $6.2 million in association with the sale of one of our larger North Sea vessels, and the sale of our investment in a construction project in Brazil. The expense is classified as a “Loss on assets held for sale” since we recorded the charge when we committed to the formal plan to sell the assets.

      Impairment Charges. Also in 2003, we recorded two impairment charges to goodwill of $28.6 and $84.4 million during the second and fourth quarters of 2003, respectively. When performing our annual impairment test during the second quarter ended June 2003, we determined that an impairment was necessary

for our goodwill balance related to the North Sea reporting unit and, to a lesser extent, Brazil. The June 2003 impairment was a result of the continued slowness in the North Sea market, which in turn, devalued the reporting unit. As a result, we recorded a charge of $28.6 million in the second quarter of 2003. After continued deterioration in market conditions in the North Sea during the third and fourth quarters of 2003, we determined that an additional interim test of impairment was necessary as of December 31, 2003. As a result of the December 2003 analysis, we determined that an additional impairment was warranted, and recorded an impairment on the remaining goodwill balance of approximately $84.4 million.

      Gain on Sale of Assets. During 2003, we sold two crew boats and one supply vessel, which resulted in gains of $1.0 million in the aggregate.

      Interest Expense. Interest expense increased $1.7 million or 6% as a result of a higher average debt balance, and the full year of expense for the Senior Notes, which were issued in May 2002 to replace the 8.5% senior notes.

      Income Taxes. Our $14.6 million tax expense in 2002 is a result of the deferred tax valuation allowance booked in 2002. We continued to book a full valuation allowance against our U.S. deferred tax assets during 2003. We recorded a consolidated income tax benefit in 2003 of $2.9 million, which is primarily related to our Norwegian operations.

      We exited bankruptcy protection on March 15, 2005. In accordance with Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code”, we adopted “fresh-start” accounting as of March 15, 2005. Fresh-start accounting is required upon a substantive change in control and requires that the reporting entity allocate our reorganization value to our assets and liabilities in a manner similar to that which is required under Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations”. Under the provisions of fresh-start accounting, a new entity has been deemed created for financial reporting purposes. The following financial information and discussion reflects the Predecessor and Successor companies’ combined financial statements for the six months ended June 30, 2005 compared to the same period in 2004. Please refer to our Form 10-Q for the quarter ended June 30, 2005 for information detailing the combination of our Predecessor and Successor financial results.

      Revenues. Our charter hire revenues for the first six months of 2004 were $49.3 million compared to $77.3 million in the first six months of 2005, which is an increase of $28.1 million or 57%. In addition to the increase in day rates and utilization discussed previously, a weaker U.S. dollar relative to the Norwegian Kroner caused a $3.6 million favorable impact on revenues when comparing the first six months of 2004 to the first six months of 2005.

      Amortization of Non-Cash Deferred Revenues. During the first six months of 2005, we recorded $3.8 million of amortization of non-cash deferred revenue on unfavorable contracts. This amortization is required after several of our contracts were deemed to be unfavorable compared to market conditions on March 15, 2005, thus creating a liability which is required to be amortized as revenue over the contract periods.

      Direct Operating Expenses. Direct vessel operating expenses increased 15% from $37.5 million in the first six months of 2004 to $43.2 million in the first six months of 2005. The increase is primarily due to $3.7 million of marine inspection costs included in operating costs in the first six months of 2005. On March 15, 2005, we changed our method of accounting for marine inspection costs from the “defer and amortize” method to the “expense as incurred” method. Therefore, in all periods after March 15, 2005, marine inspection costs have been expensed as incurred. In future periods, because of our change in accounting methods related to marine inspection costs, our expenses in a given period may vary dramatically based on the timing and the number of marine inspections. In addition, a weaker U.S. dollar relative to the Norwegian Kroner caused a $1.4 million increase to direct vessel operating expenses when comparing the first six months of 2004 to the first six months of 2005.

      General and Administrative Expenses. General and administrative expenses increased 44% from $7.7 million to $11.1 million when comparing the first six months of 2004 to the first six months of 2005. The increase in general and administrative expenses is partially related to the recognition of $1.1 million of compensation expense related to stock option grants since March 15, 2005. We adopted the expense recognition provisions of SFAS No. 123R on March 15, 2005 in accordance with accounting guidance for companies emerging from bankruptcy. In addition, costs associated with recruiting and compensating our new Board of Directors and consulting costs had increased.

      Depreciation and Amortization Expense. Depreciation and amortization expense decreased $2.5 million from $16.7 million in the first six months of 2004 to $14.2 million in the first six months of 2005. The depreciation decrease is related to the overall reduction in the net book value of our long-lived assets which was recorded when the negative goodwill was allocated to our long-lived assets as a result of fresh-start accounting on March 15, 2005. In addition, we sold one North Sea vessel in July 2004 and another in April 2005, reducing quarterly depreciation by approximately $0.2 million.

      Impairment Charges. During the quarter ended June 30, 2004, we evaluated our long-lived assets held for use for potential impairment and recorded an impairment charge of $8.6 million. We did not record any impairment charges during the first six months of 2005.

      During the second quarter of 2004, we initiated steps to actively market and sell three of our older North Sea class PSVs, selling one of the vessels in July 2004, another vessel in April 2005 and the last vessel in July 2005. We performed an analysis of the assets at June 30, 2004, and determined that, based on the estimated selling prices less costs to sell, it was necessary to reduce the book values of the three North Sea class PSVs and we recorded a charge of $8.7 million during the second quarter of 2004.

      Reorganization Costs. Since April 2004, we have incurred expenses associated with our reorganization effort, primarily comprised of fees to legal and financial advisors. During the first six months of 2004, we expensed $1.7 million in fees related to the restructuring effort.

      Interest Expense. Interest expense decreased $13.3 million from $17.9 million in the first six months of 2004 to $4.6 million in the first six months of 2005. We ceased accruing interest on the Senior Notes on the Commencement Date of our bankruptcy. We recorded approximately $11.1 million of interest expense during the first six months of 2004 related to our Senior Notes. Also in the second quarter of 2004, we recorded a one-time charge of $2.8 million to accelerate the amortization of unamortized debt discounts on our Senior Notes and 2004 Term Loan. The amortization was accelerated during the second quarter since an event of default occurred under both the Senior Notes and the 2004 Term Loan, and the debt was payable upon demand. In addition, in exchange for modifications to our Norwegian credit agreements, our effective applicable margin increased 100 basis points on each Norwegian credit facility effective for the first quarter of 2005.

      Amortization of Deferred Financing Costs. Amortization of deferred financing costs decreased approximately $7.5 million when comparing the first six months of 2004 to the first six months of 2005. During the second quarter of 2004, as a result of the Senior Notes and 2004 Term Loan balances being due and payable upon demand, we accelerated the amortization on our deferred financing costs to expense the remaining unamortized balance. The acceleration resulted in a charge of $7.2 million, which was included in amortization of deferred financing charges during the quarter ended June 30, 2004.

      Loss on Early Retirement of Debt. In February 2004, we refinanced a portion of our U.S. dollar debt and recorded a loss of $0.6 million related to fees and the write-off of unamortized issuance costs related to our previous debt.

      Income Taxes. We recorded a consolidated income tax expense in the first six months of 2005 of $4.7 million, which is primarily related to the income generated by our Norwegian operations. We recorded an income tax benefit in the first six months of 2004 of $2.0 million, also primarily related to our Norwegian operations. We have booked a full valuation allowance against our U.S. net operating losses and deferred tax assets during 2004 and 2005.