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):
               January 13, 2005 (January 7, 2005)
                     ___________________

                    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)

Item 2.04 Triggering Events That Accelerate or Increase a
          Direct Financial Obligation or an Obligation
          under an Off-Balance Sheet Arrangement.

As a result of the previously announced filing on January 7,
2005 for reorganization under Chapter 11 of the U.S.
Bankruptcy Code by Torch Offshore, Inc. (the "Company") and
certain of its wholly owned subsidiaries affiliates (the
"Bankruptcy Filing"), the Company is in default under a
credit agreement with Regions Bank and Export Development
Canada (the "Lenders") to finance the conversion of the
Midnight Express (the "Finance Facility"). As a result of
this default, the obligations of the Lenders have terminated
and all borrowings by the Company and its subsidiaries,
together with accrued interest, are immediately due and
payable in the amount of approximately $79.0 million.

The ability of the Lenders to seek remedies to enforce their
rights under this agreement are stayed as a result of the
Bankruptcy Filing and the Lenders' rights of enforcement are
subject to the applicable provisions of the U.S. Bankruptcy
Code.

Item 3.01 Notice of Delisting or Failure to Satisfy a
          Continued Listing Rule or Standard; Transfer of
          Listing.

The Company received notification from The NASDAQ Stock
Market ("NASDAQ") that the Company's common stock will be
delisted from the NASDAQ National Market, in accordance with
Marketplace Rules 4300 and 4450(f). The Company expects to
make a request for a hearing with the NASDAQ Listing
Qualifications Panel on this matter that will stay the
delisting pending the hearing and a determination by the
NASDAQ Listing Qualifications Panel. There can be no
assurance that the NASDAQ Listing Qualifications Panel will
grant the Company's request for continued listing.

In addition, as a result of the Bankruptcy Filing, the fifth
character "Q" has been added to the Company's trading symbol
effective as of January 12, 2005. The Company's trading
symbol is now TORCQ.

A copy of the press release, dated January 12, 2005,
announcing the notification of delisting from NASDAQ is
attached hereto as Exhibit 99.1 and is incorporated herein
by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------	            -----------
    99.1          Torch Offshore, Inc. Press Release, dated
                  January 12, 2005


                          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: January 13, 2005        -------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
    99.1          Torch Offshore, Inc. Press Release, dated
                  January 12, 2005

                                                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 Receives Delisting Notification from NASDAQ

New Orleans, Louisiana USA, January 12, 2005

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that it has received notice from the  staff
of  The  NASDAQ  Stock Market ("NASDAQ") that the  Company's
common  stock  will  be delisted from  the  NASDAQ  National
Market,  in  accordance  with  Marketplace  Rules  4300  and
4450(f).  The  Company has the right and expects  to  appeal
NASDAQ's  determination  to a NASDAQ Listing  Qualifications
Panel. NASDAQ will notify the Company when a hearing on  the
Company's appeal will be held. According to NASDAQ's  rules,
the  delisting  process  will be  stayed  until  the  NASDAQ
Listing  Qualifications  Panel  makes  a  decision  on   the
Company's appeal. The Company cannot predict the outcome  of
such appeal.

In  addition,  as  a  result  of  the  Company's  previously
announced filing for reorganization under Chapter 11 of  the
U.S. Bankruptcy Code on January 7, 2005, the fifth character
"Q" has been added to the Company's trading symbol effective
as  of January 12, 2005. The Company's trading symbol is now
TORCQ.

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  Reform
Act  of  1995. The forward-looking statements in  this  news
release include statements about the Company's appeal for  a
hearing  to the NASDAQ Listing Qualifications Panel and  the
delisting  of  the  Company's stock from  the  NASDAQ.  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.
[{"type": "8-K", "sequence": "1", "filename": "nasdaqdelist.txt", "description": "NASDAQ DELIST NOTIFICATION 8-K", "secsgml_size_bytes": 7842}]
{"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": "05528743"}, "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):
               January 13, 2005 (January 7, 2005)
                     ___________________

                    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)

Item 2.04 Triggering Events That Accelerate or Increase a
          Direct Financial Obligation or an Obligation
          under an Off-Balance Sheet Arrangement.

As a result of the previously announced filing on January 7,
2005 for reorganization under Chapter 11 of the U.S.
Bankruptcy Code by Torch Offshore, Inc. (the "Company") and
certain of its wholly owned subsidiaries affiliates (the
"Bankruptcy Filing"), the Company is in default under a
credit agreement with Regions Bank and Export Development
Canada (the "Lenders") to finance the conversion of the
Midnight Express (the "Finance Facility"). As a result of
this default, the obligations of the Lenders have terminated
and all borrowings by the Company and its subsidiaries,
together with accrued interest, are immediately due and
payable in the amount of approximately $79.0 million.

The ability of the Lenders to seek remedies to enforce their
rights under this agreement are stayed as a result of the
Bankruptcy Filing and the Lenders' rights of enforcement are
subject to the applicable provisions of the U.S. Bankruptcy
Code.

Item 3.01 Notice of Delisting or Failure to Satisfy a
          Continued Listing Rule or Standard; Transfer of
          Listing.

The Company received notification from The NASDAQ Stock
Market ("NASDAQ") that the Company's common stock will be
delisted from the NASDAQ National Market, in accordance with
Marketplace Rules 4300 and 4450(f). The Company expects to
make a request for a hearing with the NASDAQ Listing
Qualifications Panel on this matter that will stay the
delisting pending the hearing and a determination by the
NASDAQ Listing Qualifications Panel. There can be no
assurance that the NASDAQ Listing Qualifications Panel will
grant the Company's request for continued listing.

In addition, as a result of the Bankruptcy Filing, the fifth
character "Q" has been added to the Company's trading symbol
effective as of January 12, 2005. The Company's trading
symbol is now TORCQ.

A copy of the press release, dated January 12, 2005,
announcing the notification of delisting from NASDAQ is
attached hereto as Exhibit 99.1 and is incorporated herein
by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------	            -----------
    99.1          Torch Offshore, Inc. Press Release, dated
                  January 12, 2005

                          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: January 13, 2005        -------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
    99.1          Torch Offshore, Inc. Press Release, dated
                  January 12, 2005

                                                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 Receives Delisting Notification from NASDAQ

New Orleans, Louisiana USA, January 12, 2005

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that it has received notice from the  staff
of  The  NASDAQ  Stock Market ("NASDAQ") that the  Company's
common  stock  will  be delisted from  the  NASDAQ  National
Market,  in  accordance  with  Marketplace  Rules  4300  and
4450(f).  The  Company has the right and expects  to  appeal
NASDAQ's  determination  to a NASDAQ Listing  Qualifications
Panel. NASDAQ will notify the Company when a hearing on  the
Company's appeal will be held. According to NASDAQ's  rules,
the  delisting  process  will be  stayed  until  the  NASDAQ
Listing  Qualifications  Panel  makes  a  decision  on   the
Company's appeal. The Company cannot predict the outcome  of
such appeal.

In  addition,  as  a  result  of  the  Company's  previously
announced filing for reorganization under Chapter 11 of  the
U.S. Bankruptcy Code on January 7, 2005, the fifth character
"Q" has been added to the Company's trading symbol effective
as  of January 12, 2005. The Company's trading symbol is now
TORCQ.

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  Reform
Act  of  1995. The forward-looking statements in  this  news
release include statements about the Company's appeal for  a
hearing  to the NASDAQ Listing Qualifications Panel and  the
delisting  of  the  Company's stock from  the  NASDAQ.  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.