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):
           February 25, 2004 (February 20, 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  February 20, 2004, Torch Offshore,  Inc.  (the
          "Company") issued a press release announcing  that
          the  Company  has entered into a time charter  for
          the  Midnight  Hunter and intends to  utilize  the
          vessel  in  a diving support capacity. 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
            February 20, 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: February 25, 2004       ------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------
  99.1      Torch Offshore, Inc. Press Release, dated
            February 20, 2004.


                                                EXHIBIT 99.1
NEWS RELEASE
For immediate release    Contact: Bob Fulton (1)504-367-7030
to: Analysts, Financial                b.fulton@torchinc.com
Community, Media                Bradley Lowe (1)504-367-7030
                                         b.lowe@torchinc.com

  Torch Offshore Announces Time Charter of Midnight Hunter

New Orleans, Louisiana USA, February 20, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  that it has entered into a time charter  for  the
Midnight  Hunter, a 340-foot DP-2 deepwater capable  vessel,
and  intends  to  utilize the vessel  in  a  diving  support
capacity.

The  time  charter for the Midnight Hunter is at a  set  day
rate  and extends through September 2, 2005, with provisions
for   extension  or  outright  purchase.  The   vessel   was
previously  under charter by the Company,  but  the  Company
cancelled the charter in January 2003 because the vessel did
not  meet certain specifications as outlined in the  charter
agreement  which prevented the Company from performing  some
types of work, particularly deepwater pipelay. However,  the
Company has re-chartered the vessel at a lesser day rate and
has  altered  its  intentions for use  of  the  vessel.  The
Company  intends  to  utilize the DP-2 vessel  in  a  diving
support  capacity, which will allow it to perform  deepwater
tie-ins with the Company's 1,000-foot saturation system that
has been installed on the vessel.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer,  commented,  "We  welcome  the  Midnight
Hunter  back into our fleet. The vessel is very capable  for
the  role of a diving support vessel in our fleet. With  our
saturation system onboard the vessel, we feel there is quite
a  bit  of work it is capable of performing in various water
depths  ranging  from the shallow water of  the  Continental
Shelf to the deepwater regions of the world."

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  Midnight
Hunter  as  well  as upcoming work to be  performed  by  the
vessel.  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,  2002  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": "hunter8k.txt", "description": "MIDNIGHT HUNTER CHARTER 8-K", "secsgml_size_bytes": 6128}]
{"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": "04627618"}, "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):
           February 25, 2004 (February 20, 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  February 20, 2004, Torch Offshore,  Inc.  (the
          "Company") issued a press release announcing  that
          the  Company  has entered into a time charter  for
          the  Midnight  Hunter and intends to  utilize  the
          vessel  in  a diving support capacity. 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
            February 20, 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: February 25, 2004       ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------
  99.1      Torch Offshore, Inc. Press Release, dated
            February 20, 2004.

                                                EXHIBIT 99.1
NEWS RELEASE
For immediate release    Contact: Bob Fulton (1)504-367-7030
to: Analysts, Financial                b.fulton@torchinc.com
Community, Media                Bradley Lowe (1)504-367-7030
                                         b.lowe@torchinc.com

  Torch Offshore Announces Time Charter of Midnight Hunter

New Orleans, Louisiana USA, February 20, 2004

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  that it has entered into a time charter  for  the
Midnight  Hunter, a 340-foot DP-2 deepwater capable  vessel,
and  intends  to  utilize the vessel  in  a  diving  support
capacity.

The  time  charter for the Midnight Hunter is at a  set  day
rate  and extends through September 2, 2005, with provisions
for   extension  or  outright  purchase.  The   vessel   was
previously  under charter by the Company,  but  the  Company
cancelled the charter in January 2003 because the vessel did
not  meet certain specifications as outlined in the  charter
agreement  which prevented the Company from performing  some
types of work, particularly deepwater pipelay. However,  the
Company has re-chartered the vessel at a lesser day rate and
has  altered  its  intentions for use  of  the  vessel.  The
Company  intends  to  utilize the DP-2 vessel  in  a  diving
support  capacity, which will allow it to perform  deepwater
tie-ins with the Company's 1,000-foot saturation system that
has been installed on the vessel.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer,  commented,  "We  welcome  the  Midnight
Hunter  back into our fleet. The vessel is very capable  for
the  role of a diving support vessel in our fleet. With  our
saturation system onboard the vessel, we feel there is quite
a  bit  of work it is capable of performing in various water
depths  ranging  from the shallow water of  the  Continental
Shelf to the deepwater regions of the world."

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  Midnight
Hunter  as  well  as upcoming work to be  performed  by  the
vessel.  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,  2002  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.