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):
             October 6, 2004 (October 4, 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01   Entry into a Material Definitive Agreement.

On October 4, 2004, Torch Offshore, Inc. (the "Company")
entered into a settlement agreement with Cable Shipping
Inc., the owners of the Midnight Hunter, in the amount of
$4.1 million. The Company and Cable Shipping Inc. were
parties in a London arbitration relating to the cancellation
of the charter of the Midnight Hunter in which an interim
award was given to Cable Shipping Inc. in November 2003.
Quantum was set for October 13 - 19, 2004 in London,
England.

The terms of the settlement agreement call for payment of
the $4.1 million by the Company to Cable Shipping Inc. on
November 19, 2004. The current charter of the Midnight
Hunter to the Company, which was executed on January 28,
2004, remains in tact through September 2, 2005.


SECTION 2 - FINANCIAL INFORMATION
Item 2.03   Creation of a Direct Financial Obligation or
            an Obligation under an Off-Balance Sheet
            Arrangement of a Registrant.

The disclosure contained in Item 1.01 is incorporated herein
in this Item 2.03 by reference.


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

     (c)  Exhibits.

Exhibit Number             Description
--------------             -----------
    99.1       Settlement Agreement between Cable Shipping
               Inc. and Torch Offshore, LLC and Torch
               Offshore, Inc. dated October 4, 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: October 6, 2004         ------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                        EXHIBIT INDEX

Exhibit Number              Description
--------------              -----------
     99.1      Settlement Agreement between Cable Shipping
               Inc. and Torch Offshore, LLC and Torch
               Offshore, Inc. dated October 4, 2004


                                                Exhibit 99.1

  M/V "MIDNIGHT HUNTER" - CHARTERPARTY DATED 31ST MAY 2002

                    SETTLEMENT AGREEMENT


This Agreement is made this 4th day of October 2004,

BETWEEN:

1.   CABLE SHIPPING INC, of 80 Broad Street, Monrovia,
     Liberia ("Cable"); and

2.   Torch Offshore, LLC ("Torch LLC") and Torch Offshore,
     Inc ("Torch Inc") both of 401 Whitney Avenue, Suite 400,
     Gretna, Louisiana, 70056, USA, (collectively "Torch").

Collectively, Cable, Torch LLC and Torch Inc shall be
referred to as the "Parties", and each a "Party".

WHEREAS

(a)  The Parties are currently parties to an LMAA
     Arbitration in London in relation to the "MIDNIGHT HUNTER"
     charterparty dated 31st May 2002 (the "Arbitration") in
     which Mark Hamsher is the Sole Arbitrator.

(b)  Issues of liability in the Arbitration were determined
     pursuant to an interim Award dated 5th November 2003
     (pursuant to which certain sums were awarded in favour of
     Cable), and a timetable set for the determination of issues
     of quantum, with a hearing fixed for 13th - 19th October
     2004.

(c)  The Parties have, in the interim, agreed terms of
     settlement.

IT IS HEREBY AGREED AS FOLLOWS:

1.   The Parties agree that

1.1  Cable shall accept a total sum of US $6,304,254.59 (Six
     Million Three Hundred and Four Thousand Two Hundred and
     Fifty Four United States Dollars and Fifty Nine Cents) plus
     a further sum of GBP14,539.28 (Fourteen Thousand Five Hundred
     and Thirty Nine Pounds Sterling and Twenty-Eight Pence)
     inclusive of interest and costs in full and final settlement
     of all claims and counterclaims in this reference, such sums
     being inclusive of all principal sums, interest and costs
     awarded pursuant to the Interim Arbitration Award dated 5th
     November 2003, and consisting of the sums specified in
     paragraph 1.2 below.

1.2  In addition to the sums already paid on behalf of Torch
     to Cable, consisting of:

    (i)  The US $2,204,254.59 which was paid on behalf of Torch
         to Cable on 13th April 2004, and

    (ii) The GBP14,539.28 which was paid on behalf of Torch to
         Cable on 4th May 2004;

    Torch shall upon the publication of the Final Consent
    Award referred to in paragraph 1.3 below forthwith pay
    a further sum of US $4,100,000 (Four Million One
    Hundred Thousand United States Dollars) to Cable.

1.3  The  Parties  shall jointly request the  Arbitrator  to
     issue on 19th November 2004 a Final Consent Award (which the
     Parties hereby agree shall be final and unappealable) in the
     form attached hereto at Appendix A.

1.4  On  19th  November 2004, Torch shall  pay  all  of  the
     Arbitrator's outstanding fees in respect of the Arbitration,
     and the Arbitrator's costs in respect of the Final Consent
     Award referred to in paragraph 1.3 above.

2.   The Charterparty of the "MIDNIGHT HUNTER" concluded
     between Cable and Torch Inc dated 28th January 2004
     remains in full force and effect unamended and in full
     accordance with all of its original provisions
     (including for the avoidance of doubt the option price
     pursuant to Clause 52 payable by Cable on 2nd September
     2005 in the sum of USD 14,750,000.00).

3.   Law and Jurisdiction

3.1  Governing Law

     This Agreement shall in all respects be governed by and
     interpreted in accordance with English law.

3.2  Jurisdiction

     The Parties irrevocably agree that the Courts of
     England are to have jurisdiction to settle any matters
     which may arise out of or in connection with this
     Agreement and that any proceedings arising out of or in
     connection with this Agreement ("Proceedings") may be
     brought in such Courts.

3.3  Alternative Jurisdictions

     Nothing contained in this clause shall limit the right
     of any Party to take Proceedings in any other court of
     competent jurisdiction nor shall the taking of
     Proceedings in one or more jurisdictions preclude the
     taking of Proceedings in any other jurisdiction,
     whether concurrently or not.

3.4  Waiver of Objections

     Each of the Parties irrevocably waives any objection
     which it may now or in the future have to the laying of
     the venue of any Proceedings in any such court as is
     referred to in this clause, and any claim that any such
     Proceedings have been brought in an inconvenient or
     inappropriate forum, and irrevocably agrees that a
     judgment in any Proceedings brought in any such court
     shall be conclusive and binding on it and may be
     enforced in the courts of any other jurisdiction.

3.5  Service of Process

3.5.1 Without prejudice to the right of Cable to use any
     other method of service permitted by law, Torch irrevocably
     agrees that any Claim Form, Notice, Judgment or other legal
     process shall be sufficiently served on it if addressed to
     and left at or sent by pre-paid first class post to Clyde &
     Co. of Beaufort House, Chertsey Street, Guildford Surrey,
     GU1 4HA and in that event shall be conclusively deemed to
     have been served on the next business day after the day it
     was  left at that address or, if posted, on the  second
     business day after it was posted.

3.5.2 Without prejudice to the right of Torch to use any
     other method of service permitted by law, Cable irrevocably
     agrees that any Claim Form, Notice, Judgement or other legal
     process shall be sufficiently served on it if addressed to
     and left at or sent by pre-paid first class post to Marine
     Legal Services Limited of Gate House, 1 Farringdon Street,
     London, EC4M 7NS and in that event shall be conclusively
     deemed to have been served on the next business day after
     the day it was left at that address or, if posted, on the
     second business day after it was posted.


IN WITNESS WHEREOF the Parties have caused this Agreement to
be signed on their behalf as follows:

/s/ S.C. Brown
--------------
Marine Legal Services, on behalf of CABLE SHIPPING INC

/s/ Clyde & Co. (David Bennett)
-------------------------------
Clyde & Co, on behalf of TORCH OFFSHORE LLC

/s/ Clyde & Co. (David Bennett)
-------------------------------
Clyde & Co, on behalf of TORCH OFFSHORE INC


                         APPENDIX A

                  DRAFT FINAL CONSENT AWARD

IN THE MATTER OF THE ARBITRATION ACT 1996
AND IN THE MATTER OF AN ARBITRATION

BETWEEN:
                     CABLE SHIPPING INC.
                                              Claimants/Owners

                           - and -

                     TORCH OFFSHORE LLC
                                  First Respondents/Charterers

                     TORCH OFFSHORE INC.
                                             Second Respondent


                      "MIDNIGHT HUNTER"
              CHARTERPARTY DATED 31ST MAY 2002

                 ----------------------------
                     FINAL CONSENT AWARD
                 ----------------------------

WHEREAS:

1.   By  a  Charterparty  on  a  SUPPLYTIME  89  form  dated
     Salford, England 31st May 2002 the Claimants (hereinafter
     referred to as "The Owners") chartered the "G MURRAY" to be
     renamed  the "MIDNIGHT HUNTER" to the First Respondents
     (hereinafter referred to as "the Charterers") for a period
     of 1,096 days.

2.   By an amendment number 1 to the Charterparty dated 25th
     June  2002  it  was agreed that the Second  Respondents
     guaranteed "as primary obligors the Charterers' performance
     with respect to all obligations, terms and conditions of the
     above Charterparty".

3.   The said Charterparty provided, inter alia, that it was
     to be governed by English law and that should any disputes
     arise between the parties, they were to be referred  to
     arbitration in London.

4.   Disputes   arose  between  the  parties   as   detailed
     hereafter.  The parties appointed me, Mark William Hamsher
     of  18c  Ensign  Street, London, E1 8JD,  as  the  sole
     arbitrator.  The seat of the arbitration is in London.

5.   The  Charterers  terminated the  Charterparty  on  24th
     January 2003.  Without prejudice to their right to claim
     further damages or hire, the Owners claimed hire of more
     than US $5,000,000.  The Charterers denied liability for the
     claim on the grounds that they had validly rescinded the
     Charterparty for misrepresentation; they also counterclaimed
     damages for misrepresentation, alternatively breach  of
     charter, such damages to be agreed or assessed at a future
     date.  Both parties also claimed interest and costs.

6.   Issues  of  liability  in  this  reference  have   been
     determined pursuant to the Interim Arbitration Award dated
     5th  November 2003 pursuant to which certain sums  were
     awarded in favour of the Owners;

7.   Issues of quantum were left to be determined at a
     further hearing and a timetable set for the determination of
     issues of quantum with a hearing fixed for 13th - 19th
     October 2004; and

8.   The Owners and the Charterers and the Second
     Respondents having in the interim agreed to terms of
     settlement

NOW I the said Mark William Hamsher, having taken upon
myself the burden of this reference, DO HEREBY MAKE ISSUE
AND PUBLISH this FINAL CONSENT AWARD as follows:-

(A)  I AWARD AND ADJUDGE that Owners shall accept a total
     sum of US $6,304,254.59 (Six Million Three Hundred and Four
     Thousand Two Hundred and Fifty Four United States Dollars
     and Fifty Nine Cents) plus a further sum of GBP14,539.28
     (Fourteen Thousand Five Hundred and Thirty Nine Pounds
     Sterling and Twenty-Eight Pence) inclusive of interest and
     costs in full and final settlement of all claims and
     counterclaims in this reference, such sums being inclusive
     of all principal sums, interest and costs awarded pursuant
     to the Interim Arbitration Award dated 5th November 2003,
     and consisting of the sums specified in paragraph (B) below.

(B)  In addition to the sums already paid by the Charterers
     and the Second Respondents to the Owners, consisting of:

    (i)  The US $2,204,254.59 paid on behalf of the Charterers
         and the Second Respondents to the Owners on 13th April 2004,
         and

    (ii) The GBP14,539.28 which was paid on behalf of the
         Charterers and Second Respondents to the Owners on 4th May
         2004,

    the  Charterers  and Second Respondents shall  forthwith
    pay  a  further sum of US $4,100,000 (Four  Million  One
    Hundred Thousand United States Dollars) to the Owners.

(C)  The Charterers and/or the Second Respondents shall bear
     the costs of this my Final Award.

(D)  I DECLARE that this Award is FINAL as to the matters
     herein determined.

GIVEN under my hand in London this 19th day of November
2004.


---------------------------        ---------------------------
SOLE ARBITRATOR                    WITNESS
[{"type": "8-K", "sequence": "1", "filename": "settlement8k.txt", "description": "SETTLEMENT FORM 8-K", "secsgml_size_bytes": 15135}]
{"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": "041068165"}, "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):
             October 6, 2004 (October 4, 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01   Entry into a Material Definitive Agreement.

On October 4, 2004, Torch Offshore, Inc. (the "Company")
entered into a settlement agreement with Cable Shipping
Inc., the owners of the Midnight Hunter, in the amount of
$4.1 million. The Company and Cable Shipping Inc. were
parties in a London arbitration relating to the cancellation
of the charter of the Midnight Hunter in which an interim
award was given to Cable Shipping Inc. in November 2003.
Quantum was set for October 13 - 19, 2004 in London,
England.

The terms of the settlement agreement call for payment of
the $4.1 million by the Company to Cable Shipping Inc. on
November 19, 2004. The current charter of the Midnight
Hunter to the Company, which was executed on January 28,
2004, remains in tact through September 2, 2005.

SECTION 2 - FINANCIAL INFORMATION
Item 2.03   Creation of a Direct Financial Obligation or
            an Obligation under an Off-Balance Sheet
            Arrangement of a Registrant.

The disclosure contained in Item 1.01 is incorporated herein
in this Item 2.03 by reference.

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

     (c)  Exhibits.

Exhibit Number             Description
--------------             -----------
    99.1       Settlement Agreement between Cable Shipping
               Inc. and Torch Offshore, LLC and Torch
               Offshore, Inc. dated October 4, 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: October 6, 2004         ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number              Description
--------------              -----------
     99.1      Settlement Agreement between Cable Shipping
               Inc. and Torch Offshore, LLC and Torch
               Offshore, Inc. dated October 4, 2004

                                                Exhibit 99.1

  M/V "MIDNIGHT HUNTER" - CHARTERPARTY DATED 31ST MAY 2002

                    SETTLEMENT AGREEMENT

This Agreement is made this 4th day of October 2004,

BETWEEN:

1.   CABLE SHIPPING INC, of 80 Broad Street, Monrovia,
     Liberia ("Cable"); and

2.   Torch Offshore, LLC ("Torch LLC") and Torch Offshore,
     Inc ("Torch Inc") both of 401 Whitney Avenue, Suite 400,
     Gretna, Louisiana, 70056, USA, (collectively "Torch").

Collectively, Cable, Torch LLC and Torch Inc shall be
referred to as the "Parties", and each a "Party".

WHEREAS

(a)  The Parties are currently parties to an LMAA
     Arbitration in London in relation to the "MIDNIGHT HUNTER"
     charterparty dated 31st May 2002 (the "Arbitration") in
     which Mark Hamsher is the Sole Arbitrator.

(b)  Issues of liability in the Arbitration were determined
     pursuant to an interim Award dated 5th November 2003
     (pursuant to which certain sums were awarded in favour of
     Cable), and a timetable set for the determination of issues
     of quantum, with a hearing fixed for 13th - 19th October
     2004.

(c)  The Parties have, in the interim, agreed terms of
     settlement.

IT IS HEREBY AGREED AS FOLLOWS:

1.   The Parties agree that

1.1  Cable shall accept a total sum of US $6,304,254.59 (Six
     Million Three Hundred and Four Thousand Two Hundred and
     Fifty Four United States Dollars and Fifty Nine Cents) plus
     a further sum of GBP14,539.28 (Fourteen Thousand Five Hundred
     and Thirty Nine Pounds Sterling and Twenty-Eight Pence)
     inclusive of interest and costs in full and final settlement
     of all claims and counterclaims in this reference, such sums
     being inclusive of all principal sums, interest and costs
     awarded pursuant to the Interim Arbitration Award dated 5th
     November 2003, and consisting of the sums specified in
     paragraph 1.2 below.

1.2  In addition to the sums already paid on behalf of Torch
     to Cable, consisting of:

    (i)  The US $2,204,254.59 which was paid on behalf of Torch
         to Cable on 13th April 2004, and

    (ii) The GBP14,539.28 which was paid on behalf of Torch to
         Cable on 4th May 2004;

    Torch shall upon the publication of the Final Consent
    Award referred to in paragraph 1.3 below forthwith pay
    a further sum of US $4,100,000 (Four Million One
    Hundred Thousand United States Dollars) to Cable.

1.3  The  Parties  shall jointly request the  Arbitrator  to
     issue on 19th November 2004 a Final Consent Award (which the
     Parties hereby agree shall be final and unappealable) in the
     form attached hereto at Appendix A.

1.4  On  19th  November 2004, Torch shall  pay  all  of  the
     Arbitrator's outstanding fees in respect of the Arbitration,
     and the Arbitrator's costs in respect of the Final Consent
     Award referred to in paragraph 1.3 above.

2.   The Charterparty of the "MIDNIGHT HUNTER" concluded
     between Cable and Torch Inc dated 28th January 2004
     remains in full force and effect unamended and in full
     accordance with all of its original provisions
     (including for the avoidance of doubt the option price
     pursuant to Clause 52 payable by Cable on 2nd September
     2005 in the sum of USD 14,750,000.00).

3.   Law and Jurisdiction

3.1  Governing Law

     This Agreement shall in all respects be governed by and
     interpreted in accordance with English law.

3.2  Jurisdiction

     The Parties irrevocably agree that the Courts of
     England are to have jurisdiction to settle any matters
     which may arise out of or in connection with this
     Agreement and that any proceedings arising out of or in
     connection with this Agreement ("Proceedings") may be
     brought in such Courts.

3.3  Alternative Jurisdictions

     Nothing contained in this clause shall limit the right
     of any Party to take Proceedings in any other court of
     competent jurisdiction nor shall the taking of
     Proceedings in one or more jurisdictions preclude the
     taking of Proceedings in any other jurisdiction,
     whether concurrently or not.

3.4  Waiver of Objections

     Each of the Parties irrevocably waives any objection
     which it may now or in the future have to the laying of
     the venue of any Proceedings in any such court as is
     referred to in this clause, and any claim that any such
     Proceedings have been brought in an inconvenient or
     inappropriate forum, and irrevocably agrees that a
     judgment in any Proceedings brought in any such court
     shall be conclusive and binding on it and may be
     enforced in the courts of any other jurisdiction.

3.5  Service of Process

3.5.1 Without prejudice to the right of Cable to use any
     other method of service permitted by law, Torch irrevocably
     agrees that any Claim Form, Notice, Judgment or other legal
     process shall be sufficiently served on it if addressed to
     and left at or sent by pre-paid first class post to Clyde &
     Co. of Beaufort House, Chertsey Street, Guildford Surrey,
     GU1 4HA and in that event shall be conclusively deemed to
     have been served on the next business day after the day it
     was  left at that address or, if posted, on the  second
     business day after it was posted.

3.5.2 Without prejudice to the right of Torch to use any
     other method of service permitted by law, Cable irrevocably
     agrees that any Claim Form, Notice, Judgement or other legal
     process shall be sufficiently served on it if addressed to
     and left at or sent by pre-paid first class post to Marine
     Legal Services Limited of Gate House, 1 Farringdon Street,
     London, EC4M 7NS and in that event shall be conclusively
     deemed to have been served on the next business day after
     the day it was left at that address or, if posted, on the
     second business day after it was posted.

IN WITNESS WHEREOF the Parties have caused this Agreement to
be signed on their behalf as follows:

/s/ S.C. Brown
--------------
Marine Legal Services, on behalf of CABLE SHIPPING INC

/s/ Clyde & Co. (David Bennett)
-------------------------------
Clyde & Co, on behalf of TORCH OFFSHORE LLC

/s/ Clyde & Co. (David Bennett)
-------------------------------
Clyde & Co, on behalf of TORCH OFFSHORE INC

                         APPENDIX A

                  DRAFT FINAL CONSENT AWARD

IN THE MATTER OF THE ARBITRATION ACT 1996
AND IN THE MATTER OF AN ARBITRATION

BETWEEN:
                     CABLE SHIPPING INC.
                                              Claimants/Owners

                           - and -

                     TORCH OFFSHORE LLC
                                  First Respondents/Charterers

                     TORCH OFFSHORE INC.
                                             Second Respondent

                      "MIDNIGHT HUNTER"
              CHARTERPARTY DATED 31ST MAY 2002

                 ----------------------------
                     FINAL CONSENT AWARD
                 ----------------------------

WHEREAS:

1.   By  a  Charterparty  on  a  SUPPLYTIME  89  form  dated
     Salford, England 31st May 2002 the Claimants (hereinafter
     referred to as "The Owners") chartered the "G MURRAY" to be
     renamed  the "MIDNIGHT HUNTER" to the First Respondents
     (hereinafter referred to as "the Charterers") for a period
     of 1,096 days.

2.   By an amendment number 1 to the Charterparty dated 25th
     June  2002  it  was agreed that the Second  Respondents
     guaranteed "as primary obligors the Charterers' performance
     with respect to all obligations, terms and conditions of the
     above Charterparty".

3.   The said Charterparty provided, inter alia, that it was
     to be governed by English law and that should any disputes
     arise between the parties, they were to be referred  to
     arbitration in London.

4.   Disputes   arose  between  the  parties   as   detailed
     hereafter.  The parties appointed me, Mark William Hamsher
     of  18c  Ensign  Street, London, E1 8JD,  as  the  sole
     arbitrator.  The seat of the arbitration is in London.

5.   The  Charterers  terminated the  Charterparty  on  24th
     January 2003.  Without prejudice to their right to claim
     further damages or hire, the Owners claimed hire of more
     than US $5,000,000.  The Charterers denied liability for the
     claim on the grounds that they had validly rescinded the
     Charterparty for misrepresentation; they also counterclaimed
     damages for misrepresentation, alternatively breach  of
     charter, such damages to be agreed or assessed at a future
     date.  Both parties also claimed interest and costs.

6.   Issues  of  liability  in  this  reference  have   been
     determined pursuant to the Interim Arbitration Award dated
     5th  November 2003 pursuant to which certain sums  were
     awarded in favour of the Owners;

7.   Issues of quantum were left to be determined at a
     further hearing and a timetable set for the determination of
     issues of quantum with a hearing fixed for 13th - 19th
     October 2004; and

8.   The Owners and the Charterers and the Second
     Respondents having in the interim agreed to terms of
     settlement

NOW I the said Mark William Hamsher, having taken upon
myself the burden of this reference, DO HEREBY MAKE ISSUE
AND PUBLISH this FINAL CONSENT AWARD as follows:-

(A)  I AWARD AND ADJUDGE that Owners shall accept a total
     sum of US $6,304,254.59 (Six Million Three Hundred and Four
     Thousand Two Hundred and Fifty Four United States Dollars
     and Fifty Nine Cents) plus a further sum of GBP14,539.28
     (Fourteen Thousand Five Hundred and Thirty Nine Pounds
     Sterling and Twenty-Eight Pence) inclusive of interest and
     costs in full and final settlement of all claims and
     counterclaims in this reference, such sums being inclusive
     of all principal sums, interest and costs awarded pursuant
     to the Interim Arbitration Award dated 5th November 2003,
     and consisting of the sums specified in paragraph (B) below.

(B)  In addition to the sums already paid by the Charterers
     and the Second Respondents to the Owners, consisting of:

    (i)  The US $2,204,254.59 paid on behalf of the Charterers
         and the Second Respondents to the Owners on 13th April 2004,
         and

    (ii) The GBP14,539.28 which was paid on behalf of the
         Charterers and Second Respondents to the Owners on 4th May
         2004,

    the  Charterers  and Second Respondents shall  forthwith
    pay  a  further sum of US $4,100,000 (Four  Million  One
    Hundred Thousand United States Dollars) to the Owners.

(C)  The Charterers and/or the Second Respondents shall bear
     the costs of this my Final Award.

(D)  I DECLARE that this Award is FINAL as to the matters
     herein determined.

GIVEN under my hand in London this 19th day of November
2004.

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SOLE ARBITRATOR                    WITNESS