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

                          FORM 8-K

                       CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange
                         Act of 1934

 Date of Report (Date of earliest event reported):
               March 24, 2005 (March 23, 2005)
                     ___________________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

                         000-32855
                 (Commission File Number)

         Delaware                       74-2982117
(State or Other Jurisdiction           (IRS Employer
     of Incorporation)               Identification No.)

     401 Whitney Avenue, Suite 400
          Gretna, Louisiana                 70056-2596
(Address of Principal Executive Offices)    (Zip Code)

  Registrant's Telephone Number, Including Area Code:
                       (504)367-7030
                     ___________________

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the Registrant under any of the following provisions:

     [  ] Written communications pursuant to Rule 425 under
          the Securities Act (17 CFR 230.425)

     [  ] Soliciting material pursuant to Rule 14a-12 under
          the Exchange Act (17 CFR 240.14a-12)

     [  ] Pre-commencement communications pursuant to Rule
          14d-2(b) under the Exchange Act (17 CFR
          240.14d-2(b))

     [  ] Pre-commencement communications pursuant to Rule
          13e-4(c) under the Exchange Act (17 CFR
          240.13e-4(c)


Item 3.01 Notice of Delisting or Failure to Satisfy a
          Continued Listing Rule or Standard; Transfer of
          Listing.

On  March  23,  2004, Torch Offshore, Inc.  (the  "Company")
received a notice from the staff of The NASDAQ Stock  Market
("NASDAQ") that the NASDAQ Listing Qualifications Panel  has
denied  the Company's request for continued listing  of  its
common stock on the NASDAQ National Market. Accordingly, the
Company's  common  stock will be delisted  from  the  NASDAQ
National  Market  effective with the  open  of  business  on
Monday, March 28, 2005.

The Company plans to apply for its shares of common stock to
be quoted on the Pink Sheets, however no assurances can be
made that any broker or market maker will make a market in
the Company's common stock.

A copy of the press release, dated March 24, 2005,
announcing the delisting from NASDAQ is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
    99.1       Torch Offshore, Inc. Press Release, dated
               March 24, 2005

                          SIGNATURE

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

                              TORCH OFFSHORE, INC.

                              By: /s/ ROBERT E. FULTON
Date: March 24, 2005          ------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
    99.1       Torch Offshore, Inc. Press Release, dated
               March 24, 2005

                                             Exhibit 99.1

NEWS RELEASE
For immediate release to:
Analysts, Financial Community, Media
Contact: Bob Fulton (1) 504-367-7030
         Bradley Lowe (1) 504-367-7030

   Torch Offshore Common Stock to be Delisted from NASDAQ

New Orleans, Louisiana USA, March 24, 2005

Torch   Offshore,  Inc.  (NASDAQ:  TORCQ)  (the   "Company")
announced today that it received a notice from the staff  of
The  NASDAQ Stock Market ("NASDAQ" or the "Staff") that  the
NASDAQ Listing Qualifications Panel (the "Panel") has denied
the  Company's request for continued listing of  its  common
stock  on  the  NASDAQ  National  Market.  Accordingly,  the
Company's  common  stock will be delisted  from  the  NASDAQ
National  Market  effective with the  open  of  business  on
Monday, March 28, 2005.

The Company plans to apply for its shares of common stock to
be  quoted on the Pink Sheets, however no assurances can  be
made  that any broker or market maker will make a market  in
the   Company's  common  stock.  The  "Pink  Sheets"  is   a
centralized  quotation service that collects  and  publishes
market maker quotes in real time, primarily through its  Web
site, http://pinksheets.com/.

Established  in  1978, Torch Offshore, Inc. is  involved  in
offshore  pipeline installation and subsea construction  for
the  oil  and  natural gas industry. The Company  filed  for
reorganization under Chapter 11 of the U.S. Bankruptcy  Code
on January 7, 2005.

Any  statements made in this news release, other than  those
of  historical fact, about an action, event or  development,
which  the  Company hopes, expects, believes or  anticipates
may  or  will  occur  in  the  future,  are  forward-looking
statements  under  the Private Securities Litigation  Reform
Act  of  1995. The forward-looking statements in  this  news
release  include  statements  about  the  delisting  of  the
Company's stock from the NASDAQ and the potential trading of
the Company's shares on the Pink Sheets. Such statements are
subject  to  various  assumptions, risks and  uncertainties,
which  are  specifically described in the  Company's  Annual
Report  on Form 10-K for the fiscal year ended December  31,
2003  filed with the Securities and Exchange Commission,  as
well  as  other factors that may not be within the Company's
control,  including,  specifically,  oil  and  natural   gas
commodity   prices,   weather   conditions   and    offshore
construction activity levels. Although the Company  believes
its  expectations  are based on reasonable  assumptions,  it
gives  no  assurance  that  the  Company's  assumptions  and
projections  will  prove to be correct. Actual  results  may
differ materially from those projected.
[{"type": "8-K", "sequence": "1", "filename": "nasdaqdelist8k.txt", "description": "NASDAQ DELIST 8-K", "secsgml_size_bytes": 6376}]
{"company-data": {"conformed-name": "TORCH OFFSHORE INC", "cik": "0001129650", "assigned-sic": "1389", "irs-number": "742982117", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32855", "film-number": "05702481"}, "business-address": {"street1": "401 WHITNEY AVENUE", "street2": "SUITE 400", "city": "GRETNA", "state": "LA", "zip": "70056", "phone": "5043677030"}, "mail-address": {"street1": "401 WHITNEY AVENUE", "street2": "SUITE 400", "city": "GRETNA", "state": "LA", "zip": "70056"}, "former-company": {"former-conformed-name": "TORCH OFFSHORE INC", "date-changed": "20001207"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                    ____________________

                          FORM 8-K

                       CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange
                         Act of 1934

 Date of Report (Date of earliest event reported):
               March 24, 2005 (March 23, 2005)
                     ___________________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

                         000-32855
                 (Commission File Number)

         Delaware                       74-2982117
(State or Other Jurisdiction           (IRS Employer
     of Incorporation)               Identification No.)

     401 Whitney Avenue, Suite 400
          Gretna, Louisiana                 70056-2596
(Address of Principal Executive Offices)    (Zip Code)

  Registrant's Telephone Number, Including Area Code:
                       (504)367-7030
                     ___________________

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the Registrant under any of the following provisions:

     [  ] Written communications pursuant to Rule 425 under
          the Securities Act (17 CFR 230.425)

     [  ] Soliciting material pursuant to Rule 14a-12 under
          the Exchange Act (17 CFR 240.14a-12)

     [  ] Pre-commencement communications pursuant to Rule
          14d-2(b) under the Exchange Act (17 CFR
          240.14d-2(b))

     [  ] Pre-commencement communications pursuant to Rule
          13e-4(c) under the Exchange Act (17 CFR
          240.13e-4(c)

Item 3.01 Notice of Delisting or Failure to Satisfy a
          Continued Listing Rule or Standard; Transfer of
          Listing.

On  March  23,  2004, Torch Offshore, Inc.  (the  "Company")
received a notice from the staff of The NASDAQ Stock  Market
("NASDAQ") that the NASDAQ Listing Qualifications Panel  has
denied  the Company's request for continued listing  of  its
common stock on the NASDAQ National Market. Accordingly, the
Company's  common  stock will be delisted  from  the  NASDAQ
National  Market  effective with the  open  of  business  on
Monday, March 28, 2005.

The Company plans to apply for its shares of common stock to
be quoted on the Pink Sheets, however no assurances can be
made that any broker or market maker will make a market in
the Company's common stock.

A copy of the press release, dated March 24, 2005,
announcing the delisting from NASDAQ is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
    99.1       Torch Offshore, Inc. Press Release, dated
               March 24, 2005

                          SIGNATURE

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

                              TORCH OFFSHORE, INC.

                              By: /s/ ROBERT E. FULTON
Date: March 24, 2005          ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
    99.1       Torch Offshore, Inc. Press Release, dated
               March 24, 2005

                                             Exhibit 99.1

NEWS RELEASE
For immediate release to:
Analysts, Financial Community, Media
Contact: Bob Fulton (1) 504-367-7030
         Bradley Lowe (1) 504-367-7030

   Torch Offshore Common Stock to be Delisted from NASDAQ

New Orleans, Louisiana USA, March 24, 2005

Torch   Offshore,  Inc.  (NASDAQ:  TORCQ)  (the   "Company")
announced today that it received a notice from the staff  of
The  NASDAQ Stock Market ("NASDAQ" or the "Staff") that  the
NASDAQ Listing Qualifications Panel (the "Panel") has denied
the  Company's request for continued listing of  its  common
stock  on  the  NASDAQ  National  Market.  Accordingly,  the
Company's  common  stock will be delisted  from  the  NASDAQ
National  Market  effective with the  open  of  business  on
Monday, March 28, 2005.

The Company plans to apply for its shares of common stock to
be  quoted on the Pink Sheets, however no assurances can  be
made  that any broker or market maker will make a market  in
the   Company's  common  stock.  The  "Pink  Sheets"  is   a
centralized  quotation service that collects  and  publishes
market maker quotes in real time, primarily through its  Web
site, http://pinksheets.com/.

Established  in  1978, Torch Offshore, Inc. is  involved  in
offshore  pipeline installation and subsea construction  for
the  oil  and  natural gas industry. The Company  filed  for
reorganization under Chapter 11 of the U.S. Bankruptcy  Code
on January 7, 2005.

Any  statements made in this news release, other than  those
of  historical fact, about an action, event or  development,
which  the  Company hopes, expects, believes or  anticipates
may  or  will  occur  in  the  future,  are  forward-looking
statements  under  the Private Securities Litigation  Reform
Act  of  1995. The forward-looking statements in  this  news
release  include  statements  about  the  delisting  of  the
Company's stock from the NASDAQ and the potential trading of
the Company's shares on the Pink Sheets. Such statements are
subject  to  various  assumptions, risks and  uncertainties,
which  are  specifically described in the  Company's  Annual
Report  on Form 10-K for the fiscal year ended December  31,
2003  filed with the Securities and Exchange Commission,  as
well  as  other factors that may not be within the Company's
control,  including,  specifically,  oil  and  natural   gas
commodity   prices,   weather   conditions   and    offshore
construction activity levels. Although the Company  believes
its  expectations  are based on reasonable  assumptions,  it
gives  no  assurance  that  the  Company's  assumptions  and
projections  will  prove to be correct. Actual  results  may
differ materially from those projected.