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 10, 2002

              Commission file number 000-32855
                         __________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

             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 2.   ACQUISITION OR DISPOSITION OF ASSETS.

On  April  10,  2002, Torch Offshore, Inc.  (the  "Company")
completed  the  purchase  of  the  Smit  Express  from  Smit
International  for  $9.75  million.  The  vessel  has   been
delivered  to  Davie Industries Inc. in  Quebec,  Canada  to
assist   in  the  detailed  engineering  presently  underway
related to the conversion of the vessel (Exhibit 99.1).  The
520-foot  vessel  is  being converted  to  a  DP-2  offshore
construction vessel to be equipped with the Company's patent-
pending  pipelay  system and will be  renamed  the  Midnight
Express.

The  Company purchased the Midnight Express with  funds  on-
hand; therefore, no additional financing was required.

There   are   no   material   relationships   between   Smit
International  and  the Company or any  of  its  affiliates,
officers,  directors, or any associate of any such  director
or officer.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description

  99.1    Press   release  dated  April  16,  2002,   "Torch
          Offshore  Announces Delivery and  Commencement  of
          Second   Phase  of  Engineering  of  the  Midnight
          Express."

  99.2*   Memorandum  of  Agreement between  Torch  Offshore,
          Inc.  and Smit International Eminent Carriers N.V.
          of  Grote Werf Noord (Scharloo) dated December 28,
          2001 (Incorporated by reference to Exhibit 21.1 to
          the  Company's Annual Report on Form 10-K for  the
          Fiscal Year Ended December 31, 2001).
_________________________________
* Incorporated by reference as indicated.



                          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/ WILLIAM J. BLACKWELL
Date: April 16, 2002          ----------------------------
                              William J. Blackwell
                              Chief Financial Officer



                      INDEX TO EXHIBITS


Exhibit No.                   Description

  99.1    Press   release  dated  April  16,  2002,   "Torch
          Offshore  Announces Delivery and  Commencement  of
          Second   Phase  of  Engineering  of  the  Midnight
          Express."

  99.2*   Memorandum  of  Agreement between  Torch  Offshore,
          Inc.  and Smit International Eminent Carriers N.V.
          of  Grote Werf Noord (Scharloo) dated December 28,
          2001 (Incorporated by reference to Exhibit 21.1 to
          the  Company's Annual Report on Form 10-K for  the
          Fiscal Year Ended December 31, 2001).
_________________________________
* Incorporated by reference as indicated.


                                                 EXHIBIT
                                                  99.1

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

Torch Offshore Announces Delivery and Commencement of Second
        Phase of Engineering of the Midnight Express


New Orleans, Louisiana USA, April 16, 2002

Torch Offshore, Inc. (NASDAQ: TORC) announced today that  it
has  completed  the purchase of the Smit Express  from  Smit
International for $9.75 million and that the vessel has been
delivered  to  Davie Industries Inc. in  Quebec,  Canada  to
assist   in  the  detailed  engineering  presently  underway
related  to  the  conversion of the  vessel.   The  520-foot
vessel  will  be  converted to a DP-2 offshore  construction
vessel  equipped with our patent-pending pipelay system  and
will be renamed the Midnight Express.

The  detailed engineering for the vessel conversion  started
in   early  February  at  Davie  Industries  Inc.  with  the
assistance of UK-based Maritime Audit and Technical Services
Limited  ("MAATS").  The  first phase  of  this  engineering
effort  consisted  of the validation of the  converted  ship
basic    design   (general   arrangement,   power,    speed,
propulsion/dynamic  positioning  arrangements,  etc.)   This
phase   was   completed  in  mid-March.  The  second   phase
consisting  of  the production of all the detailed  drawings
and  associated  documentation required  for  class  (Lloyds
Register  of  Shipping)  approval started  immediately  upon
completion  of  the  first  phase. This  engineering  effort
should  be  substantially completed by the end of May  2002.
Having  the  vessel present at the shipyard should  aid  the
team in the efficiency and accuracy of the engineering.

Lyle Stockstill, Torch Offshore Chairman and CEO, commented,
"We are happy to have the Midnight Express in our possession
and  even  more excited with the timely manner in which  the
engineering  is progressing.  The next stage in  the  vessel
conversion will be for the bidding out for a shipyard, which
should  occur during the second quarter of 2002. This  keeps
us  on  schedule  for  the vessel to  be  operating  in  the
deepwater arena as early as the third quarter of 2003."

Established in 1978, Torch Offshore, Inc. currently operates
a  fleet  of  nine  vessels  engaged  in  offshore  pipeline
installation  and subsea construction for the  oil  and  gas
industry. Torch Offshore 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 U.S. securities laws. 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,
2001  filed with the Securities and Exchange Commission,  as
well  as  other factors that may not be within the Company's
control,  including, specifically, variable oil and  natural
gas  commodity  prices  and offshore  construction  activity
levels.  Forward-looking statements are  not  guarantees  of
future  performance  or  an  assurance  that  the  Company's
current  assumptions  and  projections  are  valid.   Actual
results may differ materially from those projected.
[{"type": "8-K", "sequence": "1", "filename": "midnightexpress8kb.txt", "description": "ACQUISITION OF THE MIDNIGHT EXPRESS", "secsgml_size_bytes": 7719}]
{"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": "02612244"}, "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): April 10, 2002

              Commission file number 000-32855
                         __________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

             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 2.   ACQUISITION OR DISPOSITION OF ASSETS.

On  April  10,  2002, Torch Offshore, Inc.  (the  "Company")
completed  the  purchase  of  the  Smit  Express  from  Smit
International  for  $9.75  million.  The  vessel  has   been
delivered  to  Davie Industries Inc. in  Quebec,  Canada  to
assist   in  the  detailed  engineering  presently  underway
related to the conversion of the vessel (Exhibit 99.1).  The
520-foot  vessel  is  being converted  to  a  DP-2  offshore
construction vessel to be equipped with the Company's patent-
pending  pipelay  system and will be  renamed  the  Midnight
Express.

The  Company purchased the Midnight Express with  funds  on-
hand; therefore, no additional financing was required.

There   are   no   material   relationships   between   Smit
International  and  the Company or any  of  its  affiliates,
officers,  directors, or any associate of any such  director
or officer.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description

  99.1    Press   release  dated  April  16,  2002,   "Torch
          Offshore  Announces Delivery and  Commencement  of
          Second   Phase  of  Engineering  of  the  Midnight
          Express."

  99.2*   Memorandum  of  Agreement between  Torch  Offshore,
          Inc.  and Smit International Eminent Carriers N.V.
          of  Grote Werf Noord (Scharloo) dated December 28,
          2001 (Incorporated by reference to Exhibit 21.1 to
          the  Company's Annual Report on Form 10-K for  the
          Fiscal Year Ended December 31, 2001).
_________________________________
* Incorporated by reference as indicated.

                          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/ WILLIAM J. BLACKWELL
Date: April 16, 2002          ----------------------------
                              William J. Blackwell
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description

  99.1    Press   release  dated  April  16,  2002,   "Torch
          Offshore  Announces Delivery and  Commencement  of
          Second   Phase  of  Engineering  of  the  Midnight
          Express."

  99.2*   Memorandum  of  Agreement between  Torch  Offshore,
          Inc.  and Smit International Eminent Carriers N.V.
          of  Grote Werf Noord (Scharloo) dated December 28,
          2001 (Incorporated by reference to Exhibit 21.1 to
          the  Company's Annual Report on Form 10-K for  the
          Fiscal Year Ended December 31, 2001).
_________________________________
* Incorporated by reference as indicated.

                                                 EXHIBIT
                                                  99.1

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

Torch Offshore Announces Delivery and Commencement of Second
        Phase of Engineering of the Midnight Express

New Orleans, Louisiana USA, April 16, 2002

Torch Offshore, Inc. (NASDAQ: TORC) announced today that  it
has  completed  the purchase of the Smit Express  from  Smit
International for $9.75 million and that the vessel has been
delivered  to  Davie Industries Inc. in  Quebec,  Canada  to
assist   in  the  detailed  engineering  presently  underway
related  to  the  conversion of the  vessel.   The  520-foot
vessel  will  be  converted to a DP-2 offshore  construction
vessel  equipped with our patent-pending pipelay system  and
will be renamed the Midnight Express.

The  detailed engineering for the vessel conversion  started
in   early  February  at  Davie  Industries  Inc.  with  the
assistance of UK-based Maritime Audit and Technical Services
Limited  ("MAATS").  The  first phase  of  this  engineering
effort  consisted  of the validation of the  converted  ship
basic    design   (general   arrangement,   power,    speed,
propulsion/dynamic  positioning  arrangements,  etc.)   This
phase   was   completed  in  mid-March.  The  second   phase
consisting  of  the production of all the detailed  drawings
and  associated  documentation required  for  class  (Lloyds
Register  of  Shipping)  approval started  immediately  upon
completion  of  the  first  phase. This  engineering  effort
should  be  substantially completed by the end of May  2002.
Having  the  vessel present at the shipyard should  aid  the
team in the efficiency and accuracy of the engineering.

Lyle Stockstill, Torch Offshore Chairman and CEO, commented,
"We are happy to have the Midnight Express in our possession
and  even  more excited with the timely manner in which  the
engineering  is progressing.  The next stage in  the  vessel
conversion will be for the bidding out for a shipyard, which
should  occur during the second quarter of 2002. This  keeps
us  on  schedule  for  the vessel to  be  operating  in  the
deepwater arena as early as the third quarter of 2003."

Established in 1978, Torch Offshore, Inc. currently operates
a  fleet  of  nine  vessels  engaged  in  offshore  pipeline
installation  and subsea construction for the  oil  and  gas
industry. Torch Offshore 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 U.S. securities laws. 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,
2001  filed with the Securities and Exchange Commission,  as
well  as  other factors that may not be within the Company's
control,  including, specifically, variable oil and  natural
gas  commodity  prices  and offshore  construction  activity
levels.  Forward-looking statements are  not  guarantees  of
future  performance  or  an  assurance  that  the  Company's
current  assumptions  and  projections  are  valid.   Actual
results may differ materially from those projected.