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):
             December 27, 2004 (December 21, 2004)
                     ___________________

                    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)


SECTION  - OTHER EVENTS
Item 8.01 Other Events.

On December 21, 2004, Torch Offshore, Inc. (the "Company")
issued a press release announcing the appointment of David
Phelps of Bridge Associates LLC, a nationally known
turnaround and crisis management consulting firm, as Chief
Restructuring Advisor of the Company. A copy of that press
release is attached hereto as Exhibit 99.1.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number            Description
--------------            -----------
    99.1         Torch Offshore, Inc. Press Release, dated
                 December 21, 2004


                          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: December 27, 2004       ------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                        EXHIBIT INDEX

Exhibit Number            Description
--------------            -----------
    99.1          Torch Offshore, Inc. Press Release, dated
                  December 21, 2004

                                                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 Announces Appointment of
                  Chief Restructuring Advisor

New Orleans, Louisiana USA, December 21, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that its Board of Directors  has  appointed
David  Phelps  of Bridge Associates LLC, a nationally  known
turnaround and crisis management consulting firm,  as  Chief
Restructuring Advisor of the Company. The Company engaged  a
Chief  Restructuring  Advisor  as  part  of  its  previously
announced   strategy  to  overcome  its  current   liquidity
situation. As Chief Restructuring Advisor, Mr. Phelps' tasks
will include working with the Company's senior management to
monitor  and improve the Company's liquidity; reviewing  and
assisting  in  the  negotiation of all  material  contracts;
reviewing  the  financial  aspects  of  all  operations  and
working directly with the Company's other advisors to review
and  negotiate any proposed financial transactions. Lyle  G.
Stockstill,  the  Company's  Chairman  and  Chief  Executive
Officer,  will  continue  to be responsible  for  the  daily
operational activities of 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, Inc.  is
expanding beyond its established shallow water niche  market
in  order to serve the industry's worldwide growing needs in
the deep waters.

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  Act  of
1995.  The  forward-looking statements in this news  release
include   statements   about  the   roles   of   the   Chief
Restructuring  Advisor and the Chairman and Chief  Executive
Officer. 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": "craphelps8k.txt", "description": "CRA APPOINTMENT FORM 8-K", "secsgml_size_bytes": 6017}]
{"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": "041225668"}, "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):
             December 27, 2004 (December 21, 2004)
                     ___________________

                    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)

SECTION  - OTHER EVENTS
Item 8.01 Other Events.

On December 21, 2004, Torch Offshore, Inc. (the "Company")
issued a press release announcing the appointment of David
Phelps of Bridge Associates LLC, a nationally known
turnaround and crisis management consulting firm, as Chief
Restructuring Advisor of the Company. A copy of that press
release is attached hereto as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number            Description
--------------            -----------
    99.1         Torch Offshore, Inc. Press Release, dated
                 December 21, 2004

                          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: December 27, 2004       ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number            Description
--------------            -----------
    99.1          Torch Offshore, Inc. Press Release, dated
                  December 21, 2004

                                                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 Announces Appointment of
                  Chief Restructuring Advisor

New Orleans, Louisiana USA, December 21, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that its Board of Directors  has  appointed
David  Phelps  of Bridge Associates LLC, a nationally  known
turnaround and crisis management consulting firm,  as  Chief
Restructuring Advisor of the Company. The Company engaged  a
Chief  Restructuring  Advisor  as  part  of  its  previously
announced   strategy  to  overcome  its  current   liquidity
situation. As Chief Restructuring Advisor, Mr. Phelps' tasks
will include working with the Company's senior management to
monitor  and improve the Company's liquidity; reviewing  and
assisting  in  the  negotiation of all  material  contracts;
reviewing  the  financial  aspects  of  all  operations  and
working directly with the Company's other advisors to review
and  negotiate any proposed financial transactions. Lyle  G.
Stockstill,  the  Company's  Chairman  and  Chief  Executive
Officer,  will  continue  to be responsible  for  the  daily
operational activities of 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, Inc.  is
expanding beyond its established shallow water niche  market
in  order to serve the industry's worldwide growing needs in
the deep waters.

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  Act  of
1995.  The  forward-looking statements in this news  release
include   statements   about  the   roles   of   the   Chief
Restructuring  Advisor and the Chairman and Chief  Executive
Officer. 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.