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): June 28, 2002

              Commission file number 000-32855
                         __________

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

             Delaware                      74-2982117
   (State or Other Jurisdiction of       (IRS Employer
    Incorporation or Organization)     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


ITEM 4.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On  June  28,  2002,  Torch Offshore, Inc.  (the  "Company")
dismissed  Arthur  Andersen  LLP  ("Arthur  Andersen")   and
appointed  Ernst & Young LLP ("Ernst & Young") to  serve  as
the  Company's  independent auditors for fiscal  year  2002,
based   upon  the  recommendation  of  the  Company's  Audit
Committee.  The  appointment of Ernst & Young  is  effective
immediately and will commence with a review of the Company's
consolidated financial statements for the three months ended
June 30, 2002.

The  appointment  of  Ernst & Young was made  after  careful
consideration by the Board of Directors, its Audit Committee
and  management  of  the  Company. The  decision  to  change
auditors was not the result of any disagreement between  the
Company  and  Arthur  Andersen on any matter  of  accounting
principles and practices, financial statement disclosures or
auditing  scope or procedure, but, rather, was  attributable
to the current circumstances surrounding Arthur Andersen and
its inability to service the Company.

The  audit  reports of Arthur Andersen on  the  consolidated
financial statements of the Company as of and for the fiscal
years ended December 31, 2001 and 2000, did not contain  any
adverse  opinion  or disclaimer of opinion,  nor  were  they
qualified  or  modified as to uncertainty,  audit  scope  or
accounting  principles. Additionally, during  the  Company's
two  most  recent fiscal years and through the date  hereof,
there  were no disagreements between the Company and  Arthur
Andersen   on   any  matter  of  accounting  principles   or
practices, financial statement disclosure or auditing  scope
or  procedure  which, if not resolved to  Arthur  Andersen's
satisfaction would have caused them to make reference to the
subject  matter of the disagreement in connection  with  its
reports  on  the Company's consolidated financial statements
for  such  years. Also, there were no reportable events,  as
listed  in  Item 304(a)(1)(v) of Regulation S-K  during  the
Company's two most recent fiscal years and through the  date
hereof.

The  Company  provided Arthur Andersen with a  copy  of  the
foregoing  disclosures. A letter from Arthur Andersen  dated
July 1, 2002, stating its agreement with these statements is
attached as Exhibit 16.1.

During  the  Company's two most recent  fiscal  years  ended
December 31, 2001 and 2000, and through the date hereof, the
Company  did not consult with Ernst & Young with respect  to
the  application  of accounting principles  to  a  specified
transaction, either completed or proposed, or  the  type  of
audit  opinion  that might be rendered on  the  consolidated
financial  statements,  or any other matters  or  reportable
events  as  set  forth  in Items 304(a)(2)(i)  and  (ii)  of
Regulation S-K.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description

 16.1    Letter  from  Arthur Andersen LLP to the Securities
          and Exchange Commission dated July 1, 2002.

 99.1    Press  release dated July 2, 2002, "Torch  Offshore
          Appoints Ernst & Young LLP as Independent Auditors
          for 2002"


                          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/ WILLIAM J. BLACKWELL
Date: July 2, 2002            -----------------------------
                              William J. Blackwell
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description

 16.1    Letter  from Arthur Andersen LLP to the Securities
          and Exchange Commission dated July 1, 2002.

 99.1    Press  release dated July 2, 2002, "Torch Offshore
          Appoints Ernst & Young LLP as Independent Auditors
          for 2002"


                                                EXHIBIT 16.1
July 1, 2002

Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Torch Offshore, Inc.

Dear Sir/Madam:

The representations made in this letter are based solely  on
discussions  with  and representations from  the  engagement
partner  on the audits of the financial statements  of  this
registrant  for  the  two  most recent  fiscal  years.  This
individual  is no longer with Arthur Andersen LLP.  We  have
read Item 4 included in the Form 8-K dated June 28, 2002  of
Torch  Offshore, Inc. (Commission File Number 000-32855)  to
be  filed  with  the Securities and Exchange Commission  and
have  found  no  basis for disagreement with the  statements
contained therein.

Very truly yours,

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP


Copy to:
Mr. William J. Blackwell
Chief Financial Officer
Torch Offshore, Inc.
401 Whitney Avenue, Suite 400
Gretna, LA 70056

                                                EXHIBIT 99.1

NEWS RELEASE
For immediate release to:   Contact: Bill Blackwell (1) 504-367-7030
Analysts, Financial Community, Media        b.blackwell@torchinc.com
                                       Bradley Lowe (1) 504-367-7030
                                                 b.lowe@torchinc.com

  Torch Offshore Appoints Ernst & Young LLP as Independent
                      Auditors for 2002

New Orleans, Louisiana USA, July 2, 2002

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that its Board of Directors  has  appointed
Ernst  &  Young  LLP  ("Ernst & Young") as  its  independent
public  accountants  for the remainder of  the  2002  fiscal
year.   Prior to this decision, Arthur Andersen LLP ("Arthur
Andersen")  served  as  the  Company's  independent   public
accountants.  Ernst  &  Young's  appointment  is   effective
immediately  as they will review the Company's  consolidated
financial  statements beginning with the three months  ended
June 30, 2002.

Arthur    Andersen   exhibited   the   highest   level    of
professionalism  and  provided  exemplary  service  to   the
Company  since 1997. The appointment of Ernst  &  Young  was
made  after careful consideration by the Board of Directors,
its  Audit  Committee  and management of  the  Company.  The
decision  to  change  auditors was not  the  result  of  any
disagreement between the Company and Arthur Andersen on  any
matter  of  accounting  principles or  practices,  financial
statement  disclosures or auditing scope or procedure,  but,
rather,   was  attributable  to  the  current  circumstances
surrounding Arthur Andersen and its inability to service the
Company.

Established  in  1978, Torch Offshore, Inc. is  involved  in
offshore  pipeline installation and subsea construction  for
the  oil  and  natural  gas  industry.  Torch  Offshore   is
expanding beyond its established shallow water niche  market
in  order to serve the industry's worldwide growing needs in
the deep waters.
[{"type": "8-K", "sequence": "1", "filename": "auditor.txt", "description": "FORM 8-K CHANGE IN AUDITOR", "secsgml_size_bytes": 8151}]
{"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": "02695655"}, "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): June 28, 2002

              Commission file number 000-32855
                         __________

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

             Delaware                      74-2982117
   (State or Other Jurisdiction of       (IRS Employer
    Incorporation or Organization)     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

ITEM 4.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On  June  28,  2002,  Torch Offshore, Inc.  (the  "Company")
dismissed  Arthur  Andersen  LLP  ("Arthur  Andersen")   and
appointed  Ernst & Young LLP ("Ernst & Young") to  serve  as
the  Company's  independent auditors for fiscal  year  2002,
based   upon  the  recommendation  of  the  Company's  Audit
Committee.  The  appointment of Ernst & Young  is  effective
immediately and will commence with a review of the Company's
consolidated financial statements for the three months ended
June 30, 2002.

The  appointment  of  Ernst & Young was made  after  careful
consideration by the Board of Directors, its Audit Committee
and  management  of  the  Company. The  decision  to  change
auditors was not the result of any disagreement between  the
Company  and  Arthur  Andersen on any matter  of  accounting
principles and practices, financial statement disclosures or
auditing  scope or procedure, but, rather, was  attributable
to the current circumstances surrounding Arthur Andersen and
its inability to service the Company.

The  audit  reports of Arthur Andersen on  the  consolidated
financial statements of the Company as of and for the fiscal
years ended December 31, 2001 and 2000, did not contain  any
adverse  opinion  or disclaimer of opinion,  nor  were  they
qualified  or  modified as to uncertainty,  audit  scope  or
accounting  principles. Additionally, during  the  Company's
two  most  recent fiscal years and through the date  hereof,
there  were no disagreements between the Company and  Arthur
Andersen   on   any  matter  of  accounting  principles   or
practices, financial statement disclosure or auditing  scope
or  procedure  which, if not resolved to  Arthur  Andersen's
satisfaction would have caused them to make reference to the
subject  matter of the disagreement in connection  with  its
reports  on  the Company's consolidated financial statements
for  such  years. Also, there were no reportable events,  as
listed  in  Item 304(a)(1)(v) of Regulation S-K  during  the
Company's two most recent fiscal years and through the  date
hereof.

The  Company  provided Arthur Andersen with a  copy  of  the
foregoing  disclosures. A letter from Arthur Andersen  dated
July 1, 2002, stating its agreement with these statements is
attached as Exhibit 16.1.

During  the  Company's two most recent  fiscal  years  ended
December 31, 2001 and 2000, and through the date hereof, the
Company  did not consult with Ernst & Young with respect  to
the  application  of accounting principles  to  a  specified
transaction, either completed or proposed, or  the  type  of
audit  opinion  that might be rendered on  the  consolidated
financial  statements,  or any other matters  or  reportable
events  as  set  forth  in Items 304(a)(2)(i)  and  (ii)  of
Regulation S-K.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description

 16.1    Letter  from  Arthur Andersen LLP to the Securities
          and Exchange Commission dated July 1, 2002.

 99.1    Press  release dated July 2, 2002, "Torch  Offshore
          Appoints Ernst & Young LLP as Independent Auditors
          for 2002"

                          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/ WILLIAM J. BLACKWELL
Date: July 2, 2002            -----------------------------
                              William J. Blackwell
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description

 16.1    Letter  from Arthur Andersen LLP to the Securities
          and Exchange Commission dated July 1, 2002.

 99.1    Press  release dated July 2, 2002, "Torch Offshore
          Appoints Ernst & Young LLP as Independent Auditors
          for 2002"

                                                EXHIBIT 16.1
July 1, 2002

Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Torch Offshore, Inc.

Dear Sir/Madam:

The representations made in this letter are based solely  on
discussions  with  and representations from  the  engagement
partner  on the audits of the financial statements  of  this
registrant  for  the  two  most recent  fiscal  years.  This
individual  is no longer with Arthur Andersen LLP.  We  have
read Item 4 included in the Form 8-K dated June 28, 2002  of
Torch  Offshore, Inc. (Commission File Number 000-32855)  to
be  filed  with  the Securities and Exchange Commission  and
have  found  no  basis for disagreement with the  statements
contained therein.

Very truly yours,

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Copy to:
Mr. William J. Blackwell
Chief Financial Officer
Torch Offshore, Inc.
401 Whitney Avenue, Suite 400
Gretna, LA 70056

                                                EXHIBIT 99.1

NEWS RELEASE
For immediate release to:   Contact: Bill Blackwell (1) 504-367-7030
Analysts, Financial Community, Media        b.blackwell@torchinc.com
                                       Bradley Lowe (1) 504-367-7030
                                                 b.lowe@torchinc.com

  Torch Offshore Appoints Ernst & Young LLP as Independent
                      Auditors for 2002

New Orleans, Louisiana USA, July 2, 2002

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that its Board of Directors  has  appointed
Ernst  &  Young  LLP  ("Ernst & Young") as  its  independent
public  accountants  for the remainder of  the  2002  fiscal
year.   Prior to this decision, Arthur Andersen LLP ("Arthur
Andersen")  served  as  the  Company's  independent   public
accountants.  Ernst  &  Young's  appointment  is   effective
immediately  as they will review the Company's  consolidated
financial  statements beginning with the three months  ended
June 30, 2002.

Arthur    Andersen   exhibited   the   highest   level    of
professionalism  and  provided  exemplary  service  to   the
Company  since 1997. The appointment of Ernst  &  Young  was
made  after careful consideration by the Board of Directors,
its  Audit  Committee  and management of  the  Company.  The
decision  to  change  auditors was not  the  result  of  any
disagreement between the Company and Arthur Andersen on  any
matter  of  accounting  principles or  practices,  financial
statement  disclosures or auditing scope or procedure,  but,
rather,   was  attributable  to  the  current  circumstances
surrounding Arthur Andersen and its inability to service the
Company.

Established  in  1978, Torch Offshore, Inc. is  involved  in
offshore  pipeline installation and subsea construction  for
the  oil  and  natural  gas  industry.  Torch  Offshore   is
expanding beyond its established shallow water niche  market
in  order to serve the industry's worldwide growing needs in
the deep waters.