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):
             February 2, 2005 (January 28, 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 4.01 Changes in Registrant's Certifying Accountant.

Torch Offshore, Inc. (the "Company") received notice from
its auditors, Ernst & Young LLP ("E&Y"), that the client-
auditor relationship between the Company and E&Y had ceased
effective January 28, 2005.

E&Y audited the Company's financial statements for the
fiscal years ended December 31, 2003 and 2002. The audit
reports of E&Y on the consolidated financial statements of
the Company for the years ended December 31, 2003 and 2002
did not contain any adverse opinion or disclaimer of opinion
nor were they qualified or modified as to audit scope or
accounting principle; however, the audit report for the year
ended December 31, 2003 was modified as to an uncertainty
concerning the Company's ability to continue as a going
concern.

In connection with the audits of the Company's financial
statements for each of the two fiscal years in the period
ended December 31, 2003, and in the period subsequent to
December 31, 2003 through January 28, 2005, the date of
resignation, there were no disagreements with E&Y on any
matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of E&Y
would have caused them to make reference to such matters in
their reports.

The Company has furnished a copy of this report to E&Y and
requested that E&Y furnish the Company a letter addressed to
the Securities and Exchange Commission stating whether they
agree with the statements made by the Company herein (in
response to Item 304(a) of Regulation S-K) and, if not,
stating the respects in which they do not agree. A copy of
that letter, dated February 2, 2005, is filed as Exhibit
16.1 of this Form 8-K.

E&Y's termination of its relationship with the Company was
not recommended or approved by the Audit Committee of the
Company's Board of Directors. The Company intends to
commence a search for a new independent registered public
accounting firm, but has not yet engaged any firm. Following
the engagement of such new independent registered public
accounting firm, the Company will file an amendment to this
report identifying such new firm and the relevant
information required by Item 304(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
  16.1             Letter from Ernst & Young LLP.

                          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: February 2, 2005            --------------------
                              Robert E. Fulton
                              Chief Financial Officer


                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
  16.1             Letter from Ernst & Young LLP.

                                                Exhibit 16.1

February 2, 2005


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

We have read Item 4.01 of Form 8-K dated February 2, 2005 of
Torch Offshore, Inc. and are in agreement with the
statements contained in paragraphs one, two, three and four
on page 2 therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.


                                   /s/ Ernst & Young LLP
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{"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": "05570375"}, "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):
             February 2, 2005 (January 28, 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 4.01 Changes in Registrant's Certifying Accountant.

Torch Offshore, Inc. (the "Company") received notice from
its auditors, Ernst & Young LLP ("E&Y"), that the client-
auditor relationship between the Company and E&Y had ceased
effective January 28, 2005.

E&Y audited the Company's financial statements for the
fiscal years ended December 31, 2003 and 2002. The audit
reports of E&Y on the consolidated financial statements of
the Company for the years ended December 31, 2003 and 2002
did not contain any adverse opinion or disclaimer of opinion
nor were they qualified or modified as to audit scope or
accounting principle; however, the audit report for the year
ended December 31, 2003 was modified as to an uncertainty
concerning the Company's ability to continue as a going
concern.

In connection with the audits of the Company's financial
statements for each of the two fiscal years in the period
ended December 31, 2003, and in the period subsequent to
December 31, 2003 through January 28, 2005, the date of
resignation, there were no disagreements with E&Y on any
matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of E&Y
would have caused them to make reference to such matters in
their reports.

The Company has furnished a copy of this report to E&Y and
requested that E&Y furnish the Company a letter addressed to
the Securities and Exchange Commission stating whether they
agree with the statements made by the Company herein (in
response to Item 304(a) of Regulation S-K) and, if not,
stating the respects in which they do not agree. A copy of
that letter, dated February 2, 2005, is filed as Exhibit
16.1 of this Form 8-K.

E&Y's termination of its relationship with the Company was
not recommended or approved by the Audit Committee of the
Company's Board of Directors. The Company intends to
commence a search for a new independent registered public
accounting firm, but has not yet engaged any firm. Following
the engagement of such new independent registered public
accounting firm, the Company will file an amendment to this
report identifying such new firm and the relevant
information required by Item 304(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
  16.1             Letter from Ernst & Young LLP.

                          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: February 2, 2005            --------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
  16.1             Letter from Ernst & Young LLP.

                                                Exhibit 16.1

February 2, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

We have read Item 4.01 of Form 8-K dated February 2, 2005 of
Torch Offshore, Inc. and are in agreement with the
statements contained in paragraphs one, two, three and four
on page 2 therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.

                                   /s/ Ernst & Young LLP