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 18, 2004 (March 12, 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 5.   OTHER EVENTS.

          On  March  12,  2004,  Torch Offshore,  Inc.  (the
          "Company")   issued  a  press  release  announcing
          updated guidance for its earnings estimates  based
          upon  management's unaudited review.  The  Company
          announced it expects to record a net loss for  the
          fourth  quarter  of  2003 in  the  range  of  $6.8
          million  to  $7.5 million. A copy  of  this  press
          release  is  furnished  as Exhibit  99.1  to  this
          report and incorporated by reference herein.


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
              March  12, 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: March 18, 2004          ------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------	                  -----------

  99.1        Torch  Offshore, Inc. Press Release, dated
              March  12, 2004.


                                             EXHIBIT 99.1

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

      Torch Offshore Issues Updated Earnings Guidance
                 for Fourth Quarter 2003

New Orleans, Louisiana USA, March 12, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced updated guidance for its earnings estimates  based
upon  management's unaudited review. The Company expects  to
record  a  net loss for the fourth quarter of  2003  in  the
range of $6.8 million to $7.5 million.

Lower  than  expected utilization of the  Company's  vessels
combined with a very competitive pricing market in the  Gulf
of   Mexico  negatively  impacted  the  Company's  quarterly
revenues  and gross margin. In addition, several significant
charges  are  expected to be included in the fourth  quarter
2003 financial results. The Company expects to record a $1.6
million  (pre-tax)  asset  impairment  charge  and  to  take
additional  charges  of $2.6 million (pre-tax)  relating  to
claims  and settlements for work completed in prior periods.
The  net loss for the fourth quarter is also expected to  be
negatively impacted by approximately $1.3 million in reduced
deferred  tax benefits as the Company plans to  establish  a
valuation  allowance limiting a portion of the tax  benefits
that  would  otherwise result from the  Company's  operating
losses associated with fourth quarter operations.

Regions  Bank  and  Export  Development  Canada  (EDC)  have
committed  to  waive  the  covenant  violations  the   above
mentioned  events have created as of December 31,  2003  and
have  committed  to  adjust  the covenant  thresholds  going
forward. Regions Bank and EDC have also committed to provide
the  Company  an  additional $19.0 million of  financing  to
complete the conversion of the Midnight Express. The  budget
on the conversion of the Midnight Express has increased to a
range of $107.0 million to $112.0 million. The completion of
the  vessel, including sea trials, is expected in the second
half of 2004.

The  Company  will release its December 31,  2003  financial
results  in  late March 2004 and will announce the  day  and
time  of the release and related conference call information
at a later date.

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 Company's financial results for
the  fiscal  quarter ended December 31,  2003,  as  well  as
certain  factors  contributing to  these  losses,  borrowing
amounts   available  to  the  Company,  financial  covenants
applicable  to the Company, the estimated cost  to  complete
the  conversion  of the Midnight Express and  the  estimated
timing  of  completion  of the conversion  of  the  Midnight
Express. 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,  2002  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": "earningsguidance8k.txt", "description": "Q4 2003 EARNINGS GUIDANCE 8-K", "secsgml_size_bytes": 7044}]
{"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": "04676791"}, "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 18, 2004 (March 12, 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 5.   OTHER EVENTS.

          On  March  12,  2004,  Torch Offshore,  Inc.  (the
          "Company")   issued  a  press  release  announcing
          updated guidance for its earnings estimates  based
          upon  management's unaudited review.  The  Company
          announced it expects to record a net loss for  the
          fourth  quarter  of  2003 in  the  range  of  $6.8
          million  to  $7.5 million. A copy  of  this  press
          release  is  furnished  as Exhibit  99.1  to  this
          report and incorporated by reference herein.

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
              March  12, 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: March 18, 2004          ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------	                  -----------

  99.1        Torch  Offshore, Inc. Press Release, dated
              March  12, 2004.

                                             EXHIBIT 99.1

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

      Torch Offshore Issues Updated Earnings Guidance
                 for Fourth Quarter 2003

New Orleans, Louisiana USA, March 12, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced updated guidance for its earnings estimates  based
upon  management's unaudited review. The Company expects  to
record  a  net loss for the fourth quarter of  2003  in  the
range of $6.8 million to $7.5 million.

Lower  than  expected utilization of the  Company's  vessels
combined with a very competitive pricing market in the  Gulf
of   Mexico  negatively  impacted  the  Company's  quarterly
revenues  and gross margin. In addition, several significant
charges  are  expected to be included in the fourth  quarter
2003 financial results. The Company expects to record a $1.6
million  (pre-tax)  asset  impairment  charge  and  to  take
additional  charges  of $2.6 million (pre-tax)  relating  to
claims  and settlements for work completed in prior periods.
The  net loss for the fourth quarter is also expected to  be
negatively impacted by approximately $1.3 million in reduced
deferred  tax benefits as the Company plans to  establish  a
valuation  allowance limiting a portion of the tax  benefits
that  would  otherwise result from the  Company's  operating
losses associated with fourth quarter operations.

Regions  Bank  and  Export  Development  Canada  (EDC)  have
committed  to  waive  the  covenant  violations  the   above
mentioned  events have created as of December 31,  2003  and
have  committed  to  adjust  the covenant  thresholds  going
forward. Regions Bank and EDC have also committed to provide
the  Company  an  additional $19.0 million of  financing  to
complete the conversion of the Midnight Express. The  budget
on the conversion of the Midnight Express has increased to a
range of $107.0 million to $112.0 million. The completion of
the  vessel, including sea trials, is expected in the second
half of 2004.

The  Company  will release its December 31,  2003  financial
results  in  late March 2004 and will announce the  day  and
time  of the release and related conference call information
at a later date.

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 Company's financial results for
the  fiscal  quarter ended December 31,  2003,  as  well  as
certain  factors  contributing to  these  losses,  borrowing
amounts   available  to  the  Company,  financial  covenants
applicable  to the Company, the estimated cost  to  complete
the  conversion  of the Midnight Express and  the  estimated
timing  of  completion  of the conversion  of  the  Midnight
Express. 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,  2002  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.