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):
               April 16, 2004 (April 15, 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 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 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description
-----------	                  -----------
   99.1      Torch  Offshore, Inc. Press Release, dated
             April 15, 2004.

ITEM 12.  RESULT OF OPERATIONS AND FINANCIAL CONDITION.

On  April  15,  2004,  Torch Offshore, Inc. (the  "Company")
issued  a  press  release  announcing operating  results for
the  quarter  ended  December  31,  2003.  In  addition, the
Company announced  the commencement of contract negotiations
with Mariner Energy  for the first pipelay  project for  the
Midnight  Express  which  is  expected to take  place in the
fourth  quarter  of  2004  following  the vessel  conversion
completion.  A  copy  of  this  press release  is  furnished
as   Exhibit  99.1  to  this   report  and  incorporated  by
reference herein.

The  Company has presented  its EBITDA, as adjusted, for the
three- and  twelve-month period  ended  December 31, 2003 in
the  press  release, which is a "non-GAAP" financial measure
under  Regulation G.  The components of EBITDA, as adjusted,
are  computed by  using  amounts,  which  are  determined in
accordance with GAAP. As part of our press release informat-
ion,  we  have  provided  a  reconciliation  of  EBITDA,  as
adjusted, to  net  income/loss, which is its nearest compar-
able GAAP financial measure. However, because EBITDA, as ad-
justed is not  based  on  any standardized  methodology pre-
scribed by GAAP, it is not necessarily comparable to similar
measures presented by other companies. The Company  included
EBITDA,  as  adjusted,  in  the  press  release  because  it
believes that it uses this measure as an internal  benchmark
against  certain  performance  objectives  and   to  provide
investors and creditors additional information in  assessing
the Company's business in comparison to  industry  and other
market competitive standards.


                          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: April 16, 2004          ------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------				-----------
   99.1      Torch Offshore, Inc. Press Release, dated
             April  15, 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 2003 Fourth Quarter and Annual
Results and Commencement of Contract Negotiations for the First
                Project for the Midnight Express

New Orleans, Louisiana USA, April 15, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today  its fourth quarter and twelve  month  2003
financial results, as summarized below.

FOURTH QUARTER RESULTS
Revenues for the quarter ended December 31, 2003 were  $19.4
million, a decrease of 20.9 percent compared to revenues  of
$24.5  million for the fourth quarter of 2002. Gross  profit
(revenues less cost of sales) for the fourth quarter of 2003
was  $0.2  million  or 1.2 percent of revenues  compared  to
gross  profit for the fourth quarter of 2002 which was  $5.9
million,  or  24.0 percent of revenues. The  fourth  quarter
2003  net loss was $6.8 million, or $0.54 per diluted share,
compared  to net income in the fourth quarter of 2002  which
was $0.5 million, or $0.04 per diluted share. Fourth quarter
2003  net results were adversely impacted by a $1.6  million
(non-cash)  ($1.0  million after tax effect,  or  $0.08  per
diluted  share) SFAS No. 144 asset impairment charge related
to  the  Midnight Carrier, $2.6 million ($1.7 million  after
tax  effect, or $0.13 per diluted share) of charges relating
to  claims  and  settlements for  work  completed  in  prior
periods  and  a  $1.3  million  ($0.11  per  diluted  share)
deferred tax asset valuation allowance.

ANNUAL RESULTS
For the year ended December 31, 2003, revenues decreased 3.6
percent  to $65.6 million generating a gross profit of  $6.4
million  or  9.7  percent  of  revenues,  compared  to  2002
revenues  of $68.0 million that produced a gross  profit  of
$14.6 million, or 21.5 percent of revenues. Included in cost
of  sales  in 2003 was $2.1 million ($1.3 million after  tax
effect, or $0.11 per diluted share) of costs related to  the
termination of the Midnight Hunter charter. The net loss for
the  twelve  months  ended December 31,  2003  totaled  $9.2
million, or $0.73 per diluted share, compared to net  income
in  the twelve months ended December 31, 2002 which was $0.4
million,  or  $0.03 per diluted share. Net results  for  the
year  ended December 31, 2003 were adversely impacted  by  a
$1.6  million (non-cash) ($1.0 million after tax effect,  or
$0.08  per  diluted  share) SFAS No.  144  asset  impairment
charge  related to the Midnight Carrier, $3.0 million  ($1.9
million  after  tax effect, or $0.15 per diluted  share)  of
charges   relating  to  claims  and  settlements  for   work
completed  in  prior periods, a $0.5 million  ($0.3  million
after tax effect, or $0.03 per diluted share) charge related
to  costs  to  establish and commence bidding operations  in
Mexico and a $1.3 million ($0.11 per diluted share) deferred
tax asset valuation allowance.

Our  independent auditors, Ernst & Young LLP, concluded,  as
required  by  generally  accepted auditing  standards,  that
their  auditors'  report  on the  Company's  2003  financial
statements,  included  in our annual report  on  Form  10-K,
should  include  an  explanatory  paragraph  regarding   our
ability  to  continue as a going concern,  and  accordingly,
they  included such a paragraph in their report.  Therefore,
the  Company's  management has developed a  financial  plan,
that  is  fully described in the Company's Form  10-K  filed
with  the  SEC.  Among  other measures,  our  plan  includes
pursuing  means  of  raising  additional  capital.   Raising
additional capital during 2004 and 2005 is a requirement for
the  Company  to  continue to conduct operations,  meet  its
obligations  and  support  the operations  of  the  Midnight
Express.  Because  certain  transactions  included  in   our
business  plan  are  not yet complete,  there  are  inherent
uncertainties associated with such transactions.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer,  commented,  "Overall  in  2003,  market
conditions remained relatively weak as drilling activity  in
the  Gulf  of  Mexico continued at depressed  levels.  These
levels  of  capital expenditures by the oil and natural  gas
companies  drove  market prices to lower levels,  and  as  a
result,  adversely  impacted our gross  profit  margins  and
utilization  levels. Because of these market conditions,  an
adverse  arbitration ruling related to the  Midnight  Hunter
termination,  and other events with a direct impact  on  our
earnings, we experienced a significant loss in 2003."

Stockstill added, "We have disclosed our financial plan  for
2004  in  our annual report and are confident that  it  will
provide sufficient financial resources. The Midnight Express
was  a large undertaking for a company of our size and  this
has  put  a  burden  on  our  current  financial  resources.
However, we believe the payoff in this investment is on  the
short-term  horizon  as we expect the vessel  to  enter  our
active fleet in the second half of 2004."

RECENT DEVELOPMENTS
The  Company is beginning contract negotiations with Mariner
Energy  for  the  first  pipelay project  for  the  Midnight
Express  which  is  expected to take  place  in  the  fourth
quarter  of 2004 following the vessel conversion completion.
Although  the  specifics  of the  project  have  yet  to  be
finalized, the work will take place in the Gulf of Mexico in
water  depths  ranging  up to 4,000  feet  and  will  entail
several of the challenging intricacies of deepwater pipelay,
including  pipe-in-pipe  and  a  midline  termination   skid
installation,  the  type of work the  Midnight  Express  was
designed  and targeted to complete. We will provide  further
details at a later time once they are finalized.

Stockstill  added,  "As  with  the  Midnight  Wrangler   and
Midnight  Hunter, the Midnight Express has found  a  welcome
market  upon  its introduction to our active fleet.  We  are
quite  excited about the opportunity to utilize the Midnight
Express on this project for Mariner Energy and we thank them
for  the  opportunity.  The Midnight Express  is  a  dynamic
vessel that has the ability to revitalize our Company -  and
this work for Mariner Energy is only the first step for this
vessel and our future in the deep waters of the world."

CONFERENCE CALL
A  conference call will be held at 10:00 a.m. (Central Time)
on  Thursday,  April 15, 2004. To participate by  telephone,
United   States   callers  can  dial  (800)   599-9795   and
international callers can dial (617) 786-2905 ten to fifteen
minutes  prior to the starting time. The conference  ID  for
all  callers is 49963439. The conference call will  also  be
webcast  live on the Internet through the Investor Relations
page on the Company's web site, www.torchinc.com.

The call will be available for replay beginning at 1:00 p.m.
(Central  Time) on Thursday, April 15, 2004  and  ending  at
midnight  (Central Time) on Wednesday, April 21,  2004.  For
callers  in the United States, the toll-free number for  the
replay  is  (888) 286-8010. For international  callers,  the
number  is (617) 801-6888. The conference ID for all callers
for the replay is 51638353. All individuals listening to the
conference  call  or  the  replay  are  reminded  that   all
conference  call material is copyrighted by Torch  Offshore,
Inc.  and  cannot be recorded or rebroadcast  without  Torch
Offshore, Inc.'s express written consent.

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 capabilities of the  Company's
vessels and the sufficiency of the Company's resources. 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.

                                                   PR 04-008
                            # # #

                        TORCH OFFSHORE, INC.
                      Statements of Operations
               (in thousands, except per share data)

                        Three Months             Year
                           Ended                Ended
                        December 31,         December 31,
                     -----------------    ------------------
                       2003      2002       2003      2002
                       ----      ----       ----      ----
Revenues             $19,390    $24,522   $65,557   $67,990
Cost of revenues:
 Cost of sales        19,154     18,646    59,170(B) 53,341
 Depreciation and
  amortization         3,736(C)   1,907     9,368(C)  7,540
 General and
  administrative
  expenses             2,219      1,270     6,536     4,767
 Other operating
  expense              3,518(D)   1,966(A)  3,518(D)  1,966(A)
                     -------    -------    ------   -------
  Total cost of
   revenues           28,627     23,789    78,592    67,614
                     -------    -------    ------   -------
Operating income
 (loss)               (9,237)       733   (13,035)      376
                     -------    -------    ------   -------
Other income
(expense):
 Interest expense          -         93         -         -
 Interest income           -         12         1       232
 Gain on early
  retirement of debt     885          -       885         -
                     -------    -------     ------   ------
  Total other
   income                885        105       886       232
                     -------    -------     ------   ------
Income (loss) before
 income taxes         (8,352)       838    (12,149)     608
Income tax benefit
 (expense)             1,594(E)    (294)     2,923(E)  (213)
                     -------    -------     ------   ------
Net income (loss)
 attributable to
 stockholders        $(6,758)   $   544    $(9,226)  $  395
                     =======    =======     ======   ======

Net income (loss) per
 common share:
     Basic           $(0.54)    $  0.04    $ (0.73)  $ 0.03
                   (C),(D),(E)     (A) (B),(C),(D),(E)  (A)
                   ===========  ======= =============  ====
     Diluted         $(0.54)    $  0.04    $ (0.73)  $ 0.03
                    (C),(D),(E)    (A) (B),(C),(D),(E)  (A)
                   ===========  ======= =============  ====

Weighted average
 common stock
 outstanding:
     Basic             12,639    12,635     12,637   12,692
                       ======    ======     ======   ======
     Diluted           12,639    12,636     12,637   12,695
                       ======    ======     ======   ======

Other data:
  EBITDA, As Adjusted
   (F),(G)             $(4,616)  $3,692    $(2,782)  $8,968
                       =======   ======     ======   ======

(A) Includes a noncash specific charge of $0.9 million
 ($0.04 per diluted share for the fourth quarter of 2002
 and $0.04 per diluted share for the year ended December
 31, 2002, net of related income tax effects) resulting
 from the write off of certain costs due to the
 termination of the Midnight Hunter charter agreement
 and a noncash specific charge of $0.2 million ($0.01
 per diluted share for the fourth quarter of 2002 and
 $0.01 per diluted share for the year ended December 31,
 2002, net of related income tax effects) resulting from
 the write off of certain financing costs related to the
 Midnight Express.

(B) Includes $2.1 million ($0.11 per diluted share for
 the year ended December 31, 2003, net of related income
 tax effect) of costs related to the termination of the
 Midnight Hunter charter.

(C) Includes a noncash specific charge of $1.6 million
 ($0.08 per diluted share for the fourth quarter of 2003
 and $0.08 per diluted share for the year ended December
 31, 2003, net of related income tax effects) resulting
 from an asset impairment charge on the Midnight Carrier.

(D) Includes $2.6 million ($0.13 per diluted share for
 the fourth quarter of 2003, net of related income tax
 effects) in the fourth quarter of 2003 and $3.0 million
 ($0.15 per diluted share for the year ended December 31,
 2003, net of related income tax effects) in the 2003 year
 of charges relating to claims and settlements for work
 completed in prior periods.

(E) Includes a deferred tax asset valuation allowance of
 $1.3 million ($0.11 per diluted share for the fourth
 quarter of 2003 and $0.11 per diluted share for the
 year ended December 31, 2003).

(F) The Company calculates EBITDA, as adjusted, as earnings
  before net interest, income taxes, depreciation and
  amortization and certain other vessel charges. Please see
  Condensed Balance Sheet and Other Information included
  in this news release for a reconciliation of EBITDA, as
  adjusted, to net income/loss. EBITDA, as adjusted, is
  presented here to provide additional information about our
  operations. EBITDA, as adjusted, is not a calculation
  based on generally accepted accounting principles (GAAP)
  and should not be considered as an alternative to net
  income/loss, as an indicator of our operating performance
  or as an alternative to cash flow as a better measure of
  liquidity. In addition, our EBITDA, as adjusted,
  calculation may not be comparable to similarly titled
  measures of other companies.


                          TORCH OFFSHORE, INC.
                        Condensed Balance Sheet
                        and Other Information
                (in thousands, except per share data)


                                 December 31,   December 31,
                                     2003             2002
                                 -----------    ------------
Assets
Current assets                     $ 24,081         $ 31,373
Property, net                       143,266           67,561
Other assets                          2,559            2,970
                                   --------         --------
     Total assets                  $169,906         $101,904
                                   ========         ========

Liabilities and
Stockholders' Equity
Accounts payable - trade           $ 15,148         $  7,677
Accrued expenses and
 other                                7,707            7,393
Midnight Express Finance
 Facility                            45,639                -
Current portion of long-
 term debt                            3,396               14
Receivable line of
 credit                               7,227            4,271
                                   --------         --------
 Total current
  liabilities                        79,117           19,355
Deferred income taxes                     -            2,636
Long-term debt, less
 current portion                     20,057               46
Stockholders' equity                 70,732           79,867
                                   --------         --------
 Total liabilities
  and stockholders' equity         $169,906         $101,904
                                   ========         ========


                          Three Monts              Year
                             Ended                Ended
                          December 31,         December 31,
                          ------------         ------------
                          2003    2002        2003     2002
                          ----    ----        ----     ----
EBITDA, As Adjusted,
Reconciliation (G):
  Net income (loss)    $(6,758) $  544     $(9,226)   $ 395
  Income tax expense
   (benefit)            (1,594)    294      (2,923)     213
  Interest (income)
   expense                   -    (105)         (1)    (232)
  Depreciation and
   amortization          3,736   1,907       9,368    7,540
  Vessel charges             -   1,052           -    1,052
                       -------   -----      ------   ------
  EBITDA, As Adjusted  $(4,616) $3,692     $(2,782)  $8,968
                       =======   =====      ======   ======

   (B) We have disclosed EBITDA, as adjusted, a non-GAAP measure
    determined as described in item (F) above, because we use
    this measure as an internal benchmark against certain
    performance objectives and to provide investors and
    creditors additional information in assessing our business
    in comparison to industry and other market competitive
    standards.
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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):
               April 16, 2004 (April 15, 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 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 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description
-----------	                  -----------
   99.1      Torch  Offshore, Inc. Press Release, dated
             April 15, 2004.

ITEM 12.  RESULT OF OPERATIONS AND FINANCIAL CONDITION.

On  April  15,  2004,  Torch Offshore, Inc. (the  "Company")
issued  a  press  release  announcing operating  results for
the  quarter  ended  December  31,  2003.  In  addition, the
Company announced  the commencement of contract negotiations
with Mariner Energy  for the first pipelay  project for  the
Midnight  Express  which  is  expected to take  place in the
fourth  quarter  of  2004  following  the vessel  conversion
completion.  A  copy  of  this  press release  is  furnished
as   Exhibit  99.1  to  this   report  and  incorporated  by
reference herein.

The  Company has presented  its EBITDA, as adjusted, for the
three- and  twelve-month period  ended  December 31, 2003 in
the  press  release, which is a "non-GAAP" financial measure
under  Regulation G.  The components of EBITDA, as adjusted,
are  computed by  using  amounts,  which  are  determined in
accordance with GAAP. As part of our press release informat-
ion,  we  have  provided  a  reconciliation  of  EBITDA,  as
adjusted, to  net  income/loss, which is its nearest compar-
able GAAP financial measure. However, because EBITDA, as ad-
justed is not  based  on  any standardized  methodology pre-
scribed by GAAP, it is not necessarily comparable to similar
measures presented by other companies. The Company  included
EBITDA,  as  adjusted,  in  the  press  release  because  it
believes that it uses this measure as an internal  benchmark
against  certain  performance  objectives  and   to  provide
investors and creditors additional information in  assessing
the Company's business in comparison to  industry  and other
market competitive standards.

                          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: April 16, 2004          ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------				-----------
   99.1      Torch Offshore, Inc. Press Release, dated
             April  15, 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 2003 Fourth Quarter and Annual
Results and Commencement of Contract Negotiations for the First
                Project for the Midnight Express

New Orleans, Louisiana USA, April 15, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today  its fourth quarter and twelve  month  2003
financial results, as summarized below.

FOURTH QUARTER RESULTS
Revenues for the quarter ended December 31, 2003 were  $19.4
million, a decrease of 20.9 percent compared to revenues  of
$24.5  million for the fourth quarter of 2002. Gross  profit
(revenues less cost of sales) for the fourth quarter of 2003
was  $0.2  million  or 1.2 percent of revenues  compared  to
gross  profit for the fourth quarter of 2002 which was  $5.9
million,  or  24.0 percent of revenues. The  fourth  quarter
2003  net loss was $6.8 million, or $0.54 per diluted share,
compared  to net income in the fourth quarter of 2002  which
was $0.5 million, or $0.04 per diluted share. Fourth quarter
2003  net results were adversely impacted by a $1.6  million
(non-cash)  ($1.0  million after tax effect,  or  $0.08  per
diluted  share) SFAS No. 144 asset impairment charge related
to  the  Midnight Carrier, $2.6 million ($1.7 million  after
tax  effect, or $0.13 per diluted share) of charges relating
to  claims  and  settlements for  work  completed  in  prior
periods  and  a  $1.3  million  ($0.11  per  diluted  share)
deferred tax asset valuation allowance.

ANNUAL RESULTS
For the year ended December 31, 2003, revenues decreased 3.6
percent  to $65.6 million generating a gross profit of  $6.4
million  or  9.7  percent  of  revenues,  compared  to  2002
revenues  of $68.0 million that produced a gross  profit  of
$14.6 million, or 21.5 percent of revenues. Included in cost
of  sales  in 2003 was $2.1 million ($1.3 million after  tax
effect, or $0.11 per diluted share) of costs related to  the
termination of the Midnight Hunter charter. The net loss for
the  twelve  months  ended December 31,  2003  totaled  $9.2
million, or $0.73 per diluted share, compared to net  income
in  the twelve months ended December 31, 2002 which was $0.4
million,  or  $0.03 per diluted share. Net results  for  the
year  ended December 31, 2003 were adversely impacted  by  a
$1.6  million (non-cash) ($1.0 million after tax effect,  or
$0.08  per  diluted  share) SFAS No.  144  asset  impairment
charge  related to the Midnight Carrier, $3.0 million  ($1.9
million  after  tax effect, or $0.15 per diluted  share)  of
charges   relating  to  claims  and  settlements  for   work
completed  in  prior periods, a $0.5 million  ($0.3  million
after tax effect, or $0.03 per diluted share) charge related
to  costs  to  establish and commence bidding operations  in
Mexico and a $1.3 million ($0.11 per diluted share) deferred
tax asset valuation allowance.

Our  independent auditors, Ernst & Young LLP, concluded,  as
required  by  generally  accepted auditing  standards,  that
their  auditors'  report  on the  Company's  2003  financial
statements,  included  in our annual report  on  Form  10-K,
should  include  an  explanatory  paragraph  regarding   our
ability  to  continue as a going concern,  and  accordingly,
they  included such a paragraph in their report.  Therefore,
the  Company's  management has developed a  financial  plan,
that  is  fully described in the Company's Form  10-K  filed
with  the  SEC.  Among  other measures,  our  plan  includes
pursuing  means  of  raising  additional  capital.   Raising
additional capital during 2004 and 2005 is a requirement for
the  Company  to  continue to conduct operations,  meet  its
obligations  and  support  the operations  of  the  Midnight
Express.  Because  certain  transactions  included  in   our
business  plan  are  not yet complete,  there  are  inherent
uncertainties associated with such transactions.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer,  commented,  "Overall  in  2003,  market
conditions remained relatively weak as drilling activity  in
the  Gulf  of  Mexico continued at depressed  levels.  These
levels  of  capital expenditures by the oil and natural  gas
companies  drove  market prices to lower levels,  and  as  a
result,  adversely  impacted our gross  profit  margins  and
utilization  levels. Because of these market conditions,  an
adverse  arbitration ruling related to the  Midnight  Hunter
termination,  and other events with a direct impact  on  our
earnings, we experienced a significant loss in 2003."

Stockstill added, "We have disclosed our financial plan  for
2004  in  our annual report and are confident that  it  will
provide sufficient financial resources. The Midnight Express
was  a large undertaking for a company of our size and  this
has  put  a  burden  on  our  current  financial  resources.
However, we believe the payoff in this investment is on  the
short-term  horizon  as we expect the vessel  to  enter  our
active fleet in the second half of 2004."

RECENT DEVELOPMENTS
The  Company is beginning contract negotiations with Mariner
Energy  for  the  first  pipelay project  for  the  Midnight
Express  which  is  expected to take  place  in  the  fourth
quarter  of 2004 following the vessel conversion completion.
Although  the  specifics  of the  project  have  yet  to  be
finalized, the work will take place in the Gulf of Mexico in
water  depths  ranging  up to 4,000  feet  and  will  entail
several of the challenging intricacies of deepwater pipelay,
including  pipe-in-pipe  and  a  midline  termination   skid
installation,  the  type of work the  Midnight  Express  was
designed  and targeted to complete. We will provide  further
details at a later time once they are finalized.

Stockstill  added,  "As  with  the  Midnight  Wrangler   and
Midnight  Hunter, the Midnight Express has found  a  welcome
market  upon  its introduction to our active fleet.  We  are
quite  excited about the opportunity to utilize the Midnight
Express on this project for Mariner Energy and we thank them
for  the  opportunity.  The Midnight Express  is  a  dynamic
vessel that has the ability to revitalize our Company -  and
this work for Mariner Energy is only the first step for this
vessel and our future in the deep waters of the world."

CONFERENCE CALL
A  conference call will be held at 10:00 a.m. (Central Time)
on  Thursday,  April 15, 2004. To participate by  telephone,
United   States   callers  can  dial  (800)   599-9795   and
international callers can dial (617) 786-2905 ten to fifteen
minutes  prior to the starting time. The conference  ID  for
all  callers is 49963439. The conference call will  also  be
webcast  live on the Internet through the Investor Relations
page on the Company's web site, www.torchinc.com.

The call will be available for replay beginning at 1:00 p.m.
(Central  Time) on Thursday, April 15, 2004  and  ending  at
midnight  (Central Time) on Wednesday, April 21,  2004.  For
callers  in the United States, the toll-free number for  the
replay  is  (888) 286-8010. For international  callers,  the
number  is (617) 801-6888. The conference ID for all callers
for the replay is 51638353. All individuals listening to the
conference  call  or  the  replay  are  reminded  that   all
conference  call material is copyrighted by Torch  Offshore,
Inc.  and  cannot be recorded or rebroadcast  without  Torch
Offshore, Inc.'s express written consent.

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 capabilities of the  Company's
vessels and the sufficiency of the Company's resources. 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.

                                                   PR 04-008
                            # # #

                        TORCH OFFSHORE, INC.
                      Statements of Operations
               (in thousands, except per share data)

                        Three Months             Year
                           Ended                Ended
                        December 31,         December 31,
                     -----------------    ------------------
                       2003      2002       2003      2002
                       ----      ----       ----      ----
Revenues             $19,390    $24,522   $65,557   $67,990
Cost of revenues:
 Cost of sales        19,154     18,646    59,170(B) 53,341
 Depreciation and
  amortization         3,736(C)   1,907     9,368(C)  7,540
 General and
  administrative
  expenses             2,219      1,270     6,536     4,767
 Other operating
  expense              3,518(D)   1,966(A)  3,518(D)  1,966(A)
                     -------    -------    ------   -------
  Total cost of
   revenues           28,627     23,789    78,592    67,614
                     -------    -------    ------   -------
Operating income
 (loss)               (9,237)       733   (13,035)      376
                     -------    -------    ------   -------
Other income
(expense):
 Interest expense          -         93         -         -
 Interest income           -         12         1       232
 Gain on early
  retirement of debt     885          -       885         -
                     -------    -------     ------   ------
  Total other
   income                885        105       886       232
                     -------    -------     ------   ------
Income (loss) before
 income taxes         (8,352)       838    (12,149)     608
Income tax benefit
 (expense)             1,594(E)    (294)     2,923(E)  (213)
                     -------    -------     ------   ------
Net income (loss)
 attributable to
 stockholders        $(6,758)   $   544    $(9,226)  $  395
                     =======    =======     ======   ======

Net income (loss) per
 common share:
     Basic           $(0.54)    $  0.04    $ (0.73)  $ 0.03
                   (C),(D),(E)     (A) (B),(C),(D),(E)  (A)
                   ===========  ======= =============  ====
     Diluted         $(0.54)    $  0.04    $ (0.73)  $ 0.03
                    (C),(D),(E)    (A) (B),(C),(D),(E)  (A)
                   ===========  ======= =============  ====

Weighted average
 common stock
 outstanding:
     Basic             12,639    12,635     12,637   12,692
                       ======    ======     ======   ======
     Diluted           12,639    12,636     12,637   12,695
                       ======    ======     ======   ======

Other data:
  EBITDA, As Adjusted
   (F),(G)             $(4,616)  $3,692    $(2,782)  $8,968
                       =======   ======     ======   ======

(A) Includes a noncash specific charge of $0.9 million
 ($0.04 per diluted share for the fourth quarter of 2002
 and $0.04 per diluted share for the year ended December
 31, 2002, net of related income tax effects) resulting
 from the write off of certain costs due to the
 termination of the Midnight Hunter charter agreement
 and a noncash specific charge of $0.2 million ($0.01
 per diluted share for the fourth quarter of 2002 and
 $0.01 per diluted share for the year ended December 31,
 2002, net of related income tax effects) resulting from
 the write off of certain financing costs related to the
 Midnight Express.

(B) Includes $2.1 million ($0.11 per diluted share for
 the year ended December 31, 2003, net of related income
 tax effect) of costs related to the termination of the
 Midnight Hunter charter.

(C) Includes a noncash specific charge of $1.6 million
 ($0.08 per diluted share for the fourth quarter of 2003
 and $0.08 per diluted share for the year ended December
 31, 2003, net of related income tax effects) resulting
 from an asset impairment charge on the Midnight Carrier.

(D) Includes $2.6 million ($0.13 per diluted share for
 the fourth quarter of 2003, net of related income tax
 effects) in the fourth quarter of 2003 and $3.0 million
 ($0.15 per diluted share for the year ended December 31,
 2003, net of related income tax effects) in the 2003 year
 of charges relating to claims and settlements for work
 completed in prior periods.

(E) Includes a deferred tax asset valuation allowance of
 $1.3 million ($0.11 per diluted share for the fourth
 quarter of 2003 and $0.11 per diluted share for the
 year ended December 31, 2003).

(F) The Company calculates EBITDA, as adjusted, as earnings
  before net interest, income taxes, depreciation and
  amortization and certain other vessel charges. Please see
  Condensed Balance Sheet and Other Information included
  in this news release for a reconciliation of EBITDA, as
  adjusted, to net income/loss. EBITDA, as adjusted, is
  presented here to provide additional information about our
  operations. EBITDA, as adjusted, is not a calculation
  based on generally accepted accounting principles (GAAP)
  and should not be considered as an alternative to net
  income/loss, as an indicator of our operating performance
  or as an alternative to cash flow as a better measure of
  liquidity. In addition, our EBITDA, as adjusted,
  calculation may not be comparable to similarly titled
  measures of other companies.

                          TORCH OFFSHORE, INC.
                        Condensed Balance Sheet
                        and Other Information
                (in thousands, except per share data)

                                 December 31,   December 31,
                                     2003             2002
                                 -----------    ------------
Assets
Current assets                     $ 24,081         $ 31,373
Property, net                       143,266           67,561
Other assets                          2,559            2,970
                                   --------         --------
     Total assets                  $169,906         $101,904
                                   ========         ========

Liabilities and
Stockholders' Equity
Accounts payable - trade           $ 15,148         $  7,677
Accrued expenses and
 other                                7,707            7,393
Midnight Express Finance
 Facility                            45,639                -
Current portion of long-
 term debt                            3,396               14
Receivable line of
 credit                               7,227            4,271
                                   --------         --------
 Total current
  liabilities                        79,117           19,355
Deferred income taxes                     -            2,636
Long-term debt, less
 current portion                     20,057               46
Stockholders' equity                 70,732           79,867
                                   --------         --------
 Total liabilities
  and stockholders' equity         $169,906         $101,904
                                   ========         ========

                          Three Monts              Year
                             Ended                Ended
                          December 31,         December 31,
                          ------------         ------------
                          2003    2002        2003     2002
                          ----    ----        ----     ----
EBITDA, As Adjusted,
Reconciliation (G):
  Net income (loss)    $(6,758) $  544     $(9,226)   $ 395
  Income tax expense
   (benefit)            (1,594)    294      (2,923)     213
  Interest (income)
   expense                   -    (105)         (1)    (232)
  Depreciation and
   amortization          3,736   1,907       9,368    7,540
  Vessel charges             -   1,052           -    1,052
                       -------   -----      ------   ------
  EBITDA, As Adjusted  $(4,616) $3,692     $(2,782)  $8,968
                       =======   =====      ======   ======

   (B) We have disclosed EBITDA, as adjusted, a non-GAAP measure
    determined as described in item (F) above, because we use
    this measure as an internal benchmark against certain
    performance objectives and to provide investors and
    creditors additional information in assessing our business
    in comparison to industry and other market competitive
    standards.