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):
                 May 13, 2004 (May 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   May  12,  2004,  Torch  Offshore,  Inc.  (the
          "Company") issued a press release announcing  that
          the  Company  has signed a contract with  Marathon
          E.G. Production Limited to perform work in Malabo,
          Bioko  Island, Equatorial Guinea. The contract  is
          valued  at over $12.0 million and is scheduled  to
          commence immediately. 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
             May 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: May 13, 2004            -------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

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

   99.1      Torch Offshore, Inc. Press Release, dated
             May 12, 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 Contract for Alba Project in Africa
                        with Marathon

New Orleans, Louisiana USA, May 12, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced today it has signed a contract with Marathon  E.G.
Production  Limited ("Marathon") to perform the installation
of  five  pipelines and an umbilical for the export facility
of the Marathon gas plant extension in Malabo, Bioko Island,
Equatorial  Guinea.  The contract is valued  at  over  $12.0
million  and  is scheduled to commence immediately  with  an
approximate   60-day  operation  on  site  with   completion
scheduled  for  October  2004. The Company  will  utilize  a
marine  spread made up of the Midnight Brave to perform  the
pipelay  and umbilical installation and the Midnight Carrier
as a support vessel.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer,  commented,  "The  project  award   from
Marathon  is a match to our strategy to develop our  pipelay
business internationally. We have identified other potential
projects  in  West Africa, and will continue  to  bid  on  a
selected manner."

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 scope of work and contract value related  to
the  Marathon Alba project. 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 04-011
                            # # #
[{"type": "8-K", "sequence": "1", "filename": "marathon8k.txt", "description": "AFRICA WORK FORM 8-K", "secsgml_size_bytes": 5752}]
{"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": "04801137"}, "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):
                 May 13, 2004 (May 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   May  12,  2004,  Torch  Offshore,  Inc.  (the
          "Company") issued a press release announcing  that
          the  Company  has signed a contract with  Marathon
          E.G. Production Limited to perform work in Malabo,
          Bioko  Island, Equatorial Guinea. The contract  is
          valued  at over $12.0 million and is scheduled  to
          commence immediately. 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
             May 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: May 13, 2004            -------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

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

   99.1      Torch Offshore, Inc. Press Release, dated
             May 12, 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 Contract for Alba Project in Africa
                        with Marathon

New Orleans, Louisiana USA, May 12, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced today it has signed a contract with Marathon  E.G.
Production  Limited ("Marathon") to perform the installation
of  five  pipelines and an umbilical for the export facility
of the Marathon gas plant extension in Malabo, Bioko Island,
Equatorial  Guinea.  The contract is valued  at  over  $12.0
million  and  is scheduled to commence immediately  with  an
approximate   60-day  operation  on  site  with   completion
scheduled  for  October  2004. The Company  will  utilize  a
marine  spread made up of the Midnight Brave to perform  the
pipelay  and umbilical installation and the Midnight Carrier
as a support vessel.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer,  commented,  "The  project  award   from
Marathon  is a match to our strategy to develop our  pipelay
business internationally. We have identified other potential
projects  in  West Africa, and will continue  to  bid  on  a
selected manner."

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 scope of work and contract value related  to
the  Marathon Alba project. 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 04-011
                            # # #