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 13, 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
             May 13, 2004.


ITEM 12.  RESULT OF OPERATIONS AND FINANCIAL CONDITION.

On May 13, 2004, Torch Offshore, Inc. (the "Company") issued
a press release announcing operating results for the quarter
ended  March  31,  2004.  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-month  period  ended  March  31,  2004  in  the  press
release,  which  is  a  "non-GAAP" financial  measure  under
Regulation  G.  The components of EBIDTA, as  adjusted,  are
computed   by   using  amounts,  which  are  determined   in
accordance   with  GAAP.  As  part  of  our  press   release
information, we have provided a reconciliation of EBITDA, as
adjusted,   to  net  income/loss,  which  is   its   nearest
comparable GAAP financial measure. However, because  EBITDA,
as  adjusted,  is not based on any standardized  methodology
prescribed  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: May 13, 2004            -------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------
   99.1      Torch Offshore, Inc. Press Release, dated
             May 13, 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 2004 First Quarter Earnings

New Orleans, Louisiana USA, May 13, 2004

FIRST QUARTER RESULTS
Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that revenues for the quarter  ended  March
31,  2004  were  $11.8 million, a decrease of  30.5  percent
compared to revenues of $17.0 million for the first  quarter
of  2003. Gross profit (revenues less cost of sales) for the
first quarter of 2004 was a deficit of $1.4 million compared
to  the first quarter 2003 gross profit of $3.3 million. The
first  quarter 2004 net loss was $5.3 million, or $0.42  per
diluted  share. Net income in the first quarter of 2003  was
$0.1 million, or $0.01 per diluted share.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "The first  quarter  of  2004
turned  out  exactly  as we had expected  given  the  market
conditions and seasonality of our business. However,  as  we
turn the corner into the second quarter and the construction
season, we are beginning to see an increase in our workload.
For  example, in April 2004 our vessels worked  172  revenue
days  and we expect increasing utilization for the remainder
of  the second quarter. The Midnight Wrangler will be  under
contract  through  June  2004 and the  Midnight  Hunter  has
contracted  work into July 2004. In addition, we have  begun
preparation  for the Marathon Alba project in  Africa  which
will  utilize the Midnight Brave and Midnight Carrier for  a
five month period."

Stockstill  added, "As for the Midnight Express  conversion,
we  expect  that the vessel will be leaving the shipyard  by
the  end  of the month for its DP-2 sea trials in the  North
Atlantic  Ocean. The vessel is scheduled to then  travel  to
Amsterdam  for  installation of the patented pipelay  system
and the 500-ton crane before returning to the Gulf of Mexico
for  final outfitting and installation of the pipe  handling
system. The sea trials on the pipelay system are expected to
occur in the latter half of the third quarter of 2004. As we
have   previously   announced,  we   have   begun   contract
negotiations for the first pipelay project for the  Midnight
Express.  These  negotiations are continuing,  and  we  will
announce further details once the contract is finalized.  In
addition,  we  are pursuing several other opportunities  for
work with the vessel in the fourth quarter of 2004 and early
2005."

As  of  March  31,  2004, the Company has a working  capital
deficit   position  primarily  resulting  from  the  current
classification  of  the Midnight Express  Finance  Facility.
This  position  places pressure on the  Company's  liquidity
management  and  could impact the Company's  operations  and
future business plans. Management continues to believe  that
the  Company has the ability to sustain operations and  meet
its  financial  commitments through effective management  of
its  operations and the available liquidity provided by  its
credit   facilities.   However,  if   the   Company   incurs
significant losses or if the Company's ability to access its
credit  facilities  is curtailed, the Company's  ability  to
continue to manage its liquidity needs and its operating and
other  financial  commitments  may  be  jeopardized  in  the
future.

CONFERENCE CALL
A conference call will be held at 10:00 a.m. Central Time on
Thursday, May 13, 2004. To participate by telephone,  United
States  callers  can dial (800) 901-5247  and  international
callers can dial (617) 786-4501 ten to fifteen minutes prior
to  the starting time. The conference ID for all callers  is
51128938. 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, May 13, 2004  and  ending  at
midnight  (Central  Time) on Wednesday, May  19,  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 93777322. 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 our second quarter 2004  workload,
upcoming work for the Midnight Wrangler and Midnight Hunter,
utilization  of the Midnight Brave and Midnight  Carrier  in
Africa  on  the  Marathon Alba project, the  timing  of  the
completion  of  the  conversion  of  the  Midnight  Express,
contract  negotiations  and future  work  for  the  Midnight
Express, and management's belief about the Company's ability
to  sustain  operations and meet its financial  commitments.
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 04-012
                            # # #

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

                          Three Months Ended
                              March 31,
                          ------------------
                          2004         2003
                          ----         ----
Revenues                $11,842      $17,029
Cost of revenues:
 Cost of sales           13,244       13,745
 Depreciation and
   amortization           2,109        1,827
 General and admin-
   istrative expenses     1,615        1,355
 Other operating
   expense                  160            -
                        -------      -------
  Total cost of
    revenues             17,128       16,927
                        -------      -------
Operating income(loss)   (5,286)         102
                        -------      -------
Other income:
   Interest income            -            1
                        -------      -------
  Total other income          -            1
                        -------      -------
Income (loss) before
  income taxes           (5,286)         103
Income tax expense            -          (36)
                        -------      -------
Net income (loss)       $(5,286)     $    67
                        =======      =======

Net income (loss) per
common share:
     Basic              $ (0.42)     $  0.01
                        =======      =======
     Diluted            $ (0.42)     $  0.01
                        =======      =======

Weighted average shares
of common stock outstanding:
     Basic               12,639       12,635
                        =======      =======
     Diluted             12,639       12,641
                        =======      =======
Other data:
   EBITDA (A), (B)      $(3,177)       1,929
                        =======      =======

(A) The Company calculates EBITDA as earnings before net
interest, income taxes, depreciation and amortization and
certain other vessel charges. Please see Consolidated
Balance Sheet and Other Information included in this news
release for a reconciliation of EBITDA to net income/loss.
EBITDA is presented here to provide additional information
about our operations. EBITDA 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 calculation may not be comparable
to similarly titled measures of other companies.


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


                                     March 31,    December 31,
                                       2004           2003
                                    -----------   ------------
Assets
Current assets                       $ 13,088       $ 24,081
Property, net                         158,706        143,266
Other assets                            2,253          2,559
                                     --------       --------
     Total assets                    $174,047       $169,906
                                     ========       ========

Liabilities and Stockholders' Equity
Accounts payable - trade             $ 13,483       $ 15,148
Accrued expenses and other              6,750          7,707
Midnight Express Finance Facility      59,884         45,639
Current portion of long-term debt       3,376          3,396
Receivable line of credit               5,864          7,227
                                     --------       --------
     Total current liabilities         89,357         79,117
Long-term debt, less current portion   19,211         20,057
Stockholders' equity                   65,479         70,732
                                     --------       --------
     Total liabilities and
       stockholders' equity          $174,047       $169,906
                                     ========       ========


                                        Three Months Ended
                                             March 31,
                                        ------------------
                                           2004      2003
                                           ----      ----
EBITDA Reconciliation (B):
     Net income (loss)                   $(5,286)  $    67
     Income tax expense                        -        36
     Interest income                           -        (1)
     Depreciation and amortization         2,109     1,827
                                         -------   -------
EBITDA                                   $(3,177)  $ 1,929
                                         =======   =======

(B) We have disclosed EBITDA, a non-GAAP measure determined
as described in item (A) 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.
[{"type": "8-K", "sequence": "1", "filename": "q1results8k.txt", "description": "FIRST QUARTER 2004 RESULTS FORM 8-K", "secsgml_size_bytes": 15412}]
{"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": "04801682"}, "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 13, 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
             May 13, 2004.

ITEM 12.  RESULT OF OPERATIONS AND FINANCIAL CONDITION.

On May 13, 2004, Torch Offshore, Inc. (the "Company") issued
a press release announcing operating results for the quarter
ended  March  31,  2004.  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-month  period  ended  March  31,  2004  in  the  press
release,  which  is  a  "non-GAAP" financial  measure  under
Regulation  G.  The components of EBIDTA, as  adjusted,  are
computed   by   using  amounts,  which  are  determined   in
accordance   with  GAAP.  As  part  of  our  press   release
information, we have provided a reconciliation of EBITDA, as
adjusted,   to  net  income/loss,  which  is   its   nearest
comparable GAAP financial measure. However, because  EBITDA,
as  adjusted,  is not based on any standardized  methodology
prescribed  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: May 13, 2004            -------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------
   99.1      Torch Offshore, Inc. Press Release, dated
             May 13, 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 2004 First Quarter Earnings

New Orleans, Louisiana USA, May 13, 2004

FIRST QUARTER RESULTS
Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that revenues for the quarter  ended  March
31,  2004  were  $11.8 million, a decrease of  30.5  percent
compared to revenues of $17.0 million for the first  quarter
of  2003. Gross profit (revenues less cost of sales) for the
first quarter of 2004 was a deficit of $1.4 million compared
to  the first quarter 2003 gross profit of $3.3 million. The
first  quarter 2004 net loss was $5.3 million, or $0.42  per
diluted  share. Net income in the first quarter of 2003  was
$0.1 million, or $0.01 per diluted share.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "The first  quarter  of  2004
turned  out  exactly  as we had expected  given  the  market
conditions and seasonality of our business. However,  as  we
turn the corner into the second quarter and the construction
season, we are beginning to see an increase in our workload.
For  example, in April 2004 our vessels worked  172  revenue
days  and we expect increasing utilization for the remainder
of  the second quarter. The Midnight Wrangler will be  under
contract  through  June  2004 and the  Midnight  Hunter  has
contracted  work into July 2004. In addition, we have  begun
preparation  for the Marathon Alba project in  Africa  which
will  utilize the Midnight Brave and Midnight Carrier for  a
five month period."

Stockstill  added, "As for the Midnight Express  conversion,
we  expect  that the vessel will be leaving the shipyard  by
the  end  of the month for its DP-2 sea trials in the  North
Atlantic  Ocean. The vessel is scheduled to then  travel  to
Amsterdam  for  installation of the patented pipelay  system
and the 500-ton crane before returning to the Gulf of Mexico
for  final outfitting and installation of the pipe  handling
system. The sea trials on the pipelay system are expected to
occur in the latter half of the third quarter of 2004. As we
have   previously   announced,  we   have   begun   contract
negotiations for the first pipelay project for the  Midnight
Express.  These  negotiations are continuing,  and  we  will
announce further details once the contract is finalized.  In
addition,  we  are pursuing several other opportunities  for
work with the vessel in the fourth quarter of 2004 and early
2005."

As  of  March  31,  2004, the Company has a working  capital
deficit   position  primarily  resulting  from  the  current
classification  of  the Midnight Express  Finance  Facility.
This  position  places pressure on the  Company's  liquidity
management  and  could impact the Company's  operations  and
future business plans. Management continues to believe  that
the  Company has the ability to sustain operations and  meet
its  financial  commitments through effective management  of
its  operations and the available liquidity provided by  its
credit   facilities.   However,  if   the   Company   incurs
significant losses or if the Company's ability to access its
credit  facilities  is curtailed, the Company's  ability  to
continue to manage its liquidity needs and its operating and
other  financial  commitments  may  be  jeopardized  in  the
future.

CONFERENCE CALL
A conference call will be held at 10:00 a.m. Central Time on
Thursday, May 13, 2004. To participate by telephone,  United
States  callers  can dial (800) 901-5247  and  international
callers can dial (617) 786-4501 ten to fifteen minutes prior
to  the starting time. The conference ID for all callers  is
51128938. 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, May 13, 2004  and  ending  at
midnight  (Central  Time) on Wednesday, May  19,  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 93777322. 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 our second quarter 2004  workload,
upcoming work for the Midnight Wrangler and Midnight Hunter,
utilization  of the Midnight Brave and Midnight  Carrier  in
Africa  on  the  Marathon Alba project, the  timing  of  the
completion  of  the  conversion  of  the  Midnight  Express,
contract  negotiations  and future  work  for  the  Midnight
Express, and management's belief about the Company's ability
to  sustain  operations and meet its financial  commitments.
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 04-012
                            # # #

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

                          Three Months Ended
                              March 31,
                          ------------------
                          2004         2003
                          ----         ----
Revenues                $11,842      $17,029
Cost of revenues:
 Cost of sales           13,244       13,745
 Depreciation and
   amortization           2,109        1,827
 General and admin-
   istrative expenses     1,615        1,355
 Other operating
   expense                  160            -
                        -------      -------
  Total cost of
    revenues             17,128       16,927
                        -------      -------
Operating income(loss)   (5,286)         102
                        -------      -------
Other income:
   Interest income            -            1
                        -------      -------
  Total other income          -            1
                        -------      -------
Income (loss) before
  income taxes           (5,286)         103
Income tax expense            -          (36)
                        -------      -------
Net income (loss)       $(5,286)     $    67
                        =======      =======

Net income (loss) per
common share:
     Basic              $ (0.42)     $  0.01
                        =======      =======
     Diluted            $ (0.42)     $  0.01
                        =======      =======

Weighted average shares
of common stock outstanding:
     Basic               12,639       12,635
                        =======      =======
     Diluted             12,639       12,641
                        =======      =======
Other data:
   EBITDA (A), (B)      $(3,177)       1,929
                        =======      =======

(A) The Company calculates EBITDA as earnings before net
interest, income taxes, depreciation and amortization and
certain other vessel charges. Please see Consolidated
Balance Sheet and Other Information included in this news
release for a reconciliation of EBITDA to net income/loss.
EBITDA is presented here to provide additional information
about our operations. EBITDA 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 calculation may not be comparable
to similarly titled measures of other companies.

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

                                     March 31,    December 31,
                                       2004           2003
                                    -----------   ------------
Assets
Current assets                       $ 13,088       $ 24,081
Property, net                         158,706        143,266
Other assets                            2,253          2,559
                                     --------       --------
     Total assets                    $174,047       $169,906
                                     ========       ========

Liabilities and Stockholders' Equity
Accounts payable - trade             $ 13,483       $ 15,148
Accrued expenses and other              6,750          7,707
Midnight Express Finance Facility      59,884         45,639
Current portion of long-term debt       3,376          3,396
Receivable line of credit               5,864          7,227
                                     --------       --------
     Total current liabilities         89,357         79,117
Long-term debt, less current portion   19,211         20,057
Stockholders' equity                   65,479         70,732
                                     --------       --------
     Total liabilities and
       stockholders' equity          $174,047       $169,906
                                     ========       ========

                                        Three Months Ended
                                             March 31,
                                        ------------------
                                           2004      2003
                                           ----      ----
EBITDA Reconciliation (B):
     Net income (loss)                   $(5,286)  $    67
     Income tax expense                        -        36
     Interest income                           -        (1)
     Depreciation and amortization         2,109     1,827
                                         -------   -------
EBITDA                                   $(3,177)  $ 1,929
                                         =======   =======

(B) We have disclosed EBITDA, a non-GAAP measure determined
as described in item (A) 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.