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 10, 2005 (January 4, 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 1.03 Bankruptcy or Receivership.

On January 7, 2005, Torch Offshore, Inc. (the "Company") and
its wholly owned subsidiaries, Torch Offshore, L.L.C. and
Torch Express, L.L.C., filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
with the United States Bankruptcy Court for the Eastern
District of Louisiana (the "Bankruptcy Court") to facilitate
a restructuring of their debt. The Company continues to
operate its business as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with
applicable provisions of the U.S. Bankruptcy Code. In
connection with the filing, the Company has received a
commitment for $6.9 million in new debtor-in-possession
("DIP") financing from Regions Bank and Export Development
Canada (together, the "Banks"). In addition, the Banks have
committed to provide a discretionary facility of up to $2.0
million for bonding and letters of credit. Upon Bankruptcy
Court approval and execution of definitive agreements, the
DIP financing will provide funding for the Company's ongoing
operations.

A copy of the press release, dated January 7, 2005,
announcing the bankruptcy filing is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

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

In addition to the previously announced default, on January
4, 2005, prior to the Company's filing for reorganization
under Chapter 11, the Company received notice from General
Electric Capital Corporation ("GE Capital") that it, and
Torch Offshore, L.L.C. were in default under the loan
agreement dated March 21, 2003, as amended (the "Loan
Agreement"). Under the terms of the Loan Agreement, the
Company was required to make monthly payments of principal
and interest over seven years. Prior to the default, the
interest rate under the Loan Agreement was a variable rate
of the 30-day commercial paper rate plus 2.03%. In the
notice, GE Capital advised the Company that as a result of
the default, the entire indebtedness due under the Loan
Agreement was due immediately. Additionally, the outstanding
debt will now accrue interest at the default rate provided
in the Loan Agreement, which is equal to the greater of
18.0% per annum or 2.0% over the interest rate as defined in
the Loan Agreement.

Further, GE Capital also exercised its right under the
Security Deposit Pledge Agreement (the "Pledge Agreement")
dated March 21, 2003, between GE Capital and Torch Offshore,
L.L.C. The Pledge Agreement allows GE Capital to apply the
$1.25 million security deposit towards the satisfaction of
the Company's obligation, which they have done. In addition,
the Pledge Agreement states that the Company is obligated to
pay $1.25 million to GE Capital to replenish the security
deposit at the earliest possible date.

As of January 10, 2005, an aggregate principal amount of
$7.4 million is outstanding under the Loan Agreement, which
is secured by one of the Company's vessels, the Midnight
Eagle (C-Mar America, Inc. arrested the Midnight Eagle in
late December 2004).

Item 5.02 Departure of Directors or Principal Officers;
          Election of Directors; Appointment of Principal
          Officers.

On January 7, 2005, as part of the reduction in force
associated with the Company's voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code,
Vincent Lecarme, Senior Vice President - Operations, was
terminated effective immediately. Mr. Lecarme served as
Senior Vice President - Operations since October 2004.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
     99.1        Torch Offshore, Inc. Press Release, dated
                 January 7, 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 10, 2005        ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
     99.1         Torch Offshore, Inc. Press Release, dated
                  January 7, 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 Files Voluntary Chapter 11 Petition
            to Facilitate Debt Restructuring and
                  Ensure Ongoing Operations

New Orleans, Louisiana USA, January 7, 2005

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today  that  the  Company  and  certain  of   its
affiliates  filed  voluntary  petitions  for  reorganization
under  Chapter 11 of the U.S. Bankruptcy Code in the Eastern
District of Louisiana to facilitate a restructuring  of  the
Company's debt. In conjunction with the filing, the  Company
has received a commitment for $6.9 million in new debtor-in-
possession  ("DIP") financing from Regions Bank  and  Export
Development Canada (together, the "Banks"). In addition, the
Banks have agreed to provide a discretionary facility of  up
to  $2.0  million  for bonding and letters of  credit.  Upon
Bankruptcy   Court  approval  and  execution  of  definitive
agreements, the DIP financing will provide funding  for  the
Company's ongoing operations.

"The  Company  has  been operating with a  highly  leveraged
balance  sheet  for  some  time  now,  mostly  due  to   the
conversion  efforts associated with the Midnight Express,  "
said  Lyle G. Stockstill, Torch Offshore, Inc. Chairman  and
Chief Executive Officer. "Our liquidity issues were worsened
by  the  competitive marketplace in which we operate as  the
Gulf  of Mexico offshore construction industry remained very
competitive   in  2004  with  an  extremely  tight   pricing
structure."

In  late December 2004, the Company announced that three  of
its  vessels,  the Midnight Express, Midnight  Wrangler  and
Midnight  Eagle,  had been arrested by U.S.  Marshals  based
upon  actions  taken by certain creditors  of  the  Company.
"When we determined that it would be difficult to have these
seizures released so that our vessels could go back to work,
it was concluded that Chapter 11 reorganization was the best
course  of  action  for the Company," said Stockstill.  "The
decision to seek protection under Chapter 11 will allow  the
Company  to restructure its balance sheet while we  continue
to operate our fleet of vessels."

During  the  Chapter 11 proceedings, Torch will continue  to
operate in the ordinary course of business. The Company said
that  it  intends to request Court approval to, among  other
things,  continue payment of pre-petition and  post-petition
wages,  salaries, incentive plans, and medical,  disability,
vacation  and  other  benefits. The Company  intends  to  do
business  with customers and vendors in the same  manner  as
before.

"We  appreciate  the  loyalty and  support  of  our  current
employees,"   said  Stockstill.  "The  dedication   of   our
employees  is  critical to the success of  the  Company.  In
addition,  I would like to thank our customers, vendors  and
business  partners for their continued support  during  this
process.   We  will  do  our  best  to  have  a   successful
reorganization."

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  ability  to
continue  as a going concern; the ability of the Company  to
obtain court approval with respect to motions in the Chapter
11  proceeding filed by it from time to time, including  the
motions  filed  with  the  Company's  first  day  papers  to
approve, among other things, the DIP financing; the  ability
of  the Company to operate pursuant to the terms of the  DIP
financing; the ability of the Company to develop, prosecute,
confirm  and  consummate one or more plans of reorganization
with  respect to the Chapter 11 proceeding; risks associated
with  third parties seeking and obtaining court approval  to
terminate or shorten the exclusivity period for the  Company
to  propose and confirm one or more plans of reorganization,
for  the  appointment  of a Chapter  11  trustee;  potential
adverse publicity; the ability of the Company to obtain  and
maintain  adequate terms with vendors and service providers;
the potential adverse impact of the Chapter 11 proceeding on
the  Company's  liquidity  or  results  of  operations;  the
ability  of  the  Company to fund and execute  its  business
plan; the ability of the Company to attract, motivate and/or
retain  key  executives and employees;  changes  in  general
economic  and  business conditions (including  the  oilfield
service  construction market); any inability to protect  our
intellectual   property  rights;  the   outcome   of   legal
proceedings to which we are or may become a party; and other
factors. 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.
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{"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": "05521465"}, "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 10, 2005 (January 4, 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 1.03 Bankruptcy or Receivership.

On January 7, 2005, Torch Offshore, Inc. (the "Company") and
its wholly owned subsidiaries, Torch Offshore, L.L.C. and
Torch Express, L.L.C., filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
with the United States Bankruptcy Court for the Eastern
District of Louisiana (the "Bankruptcy Court") to facilitate
a restructuring of their debt. The Company continues to
operate its business as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with
applicable provisions of the U.S. Bankruptcy Code. In
connection with the filing, the Company has received a
commitment for $6.9 million in new debtor-in-possession
("DIP") financing from Regions Bank and Export Development
Canada (together, the "Banks"). In addition, the Banks have
committed to provide a discretionary facility of up to $2.0
million for bonding and letters of credit. Upon Bankruptcy
Court approval and execution of definitive agreements, the
DIP financing will provide funding for the Company's ongoing
operations.

A copy of the press release, dated January 7, 2005,
announcing the bankruptcy filing is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

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

In addition to the previously announced default, on January
4, 2005, prior to the Company's filing for reorganization
under Chapter 11, the Company received notice from General
Electric Capital Corporation ("GE Capital") that it, and
Torch Offshore, L.L.C. were in default under the loan
agreement dated March 21, 2003, as amended (the "Loan
Agreement"). Under the terms of the Loan Agreement, the
Company was required to make monthly payments of principal
and interest over seven years. Prior to the default, the
interest rate under the Loan Agreement was a variable rate
of the 30-day commercial paper rate plus 2.03%. In the
notice, GE Capital advised the Company that as a result of
the default, the entire indebtedness due under the Loan
Agreement was due immediately. Additionally, the outstanding
debt will now accrue interest at the default rate provided
in the Loan Agreement, which is equal to the greater of
18.0% per annum or 2.0% over the interest rate as defined in
the Loan Agreement.

Further, GE Capital also exercised its right under the
Security Deposit Pledge Agreement (the "Pledge Agreement")
dated March 21, 2003, between GE Capital and Torch Offshore,
L.L.C. The Pledge Agreement allows GE Capital to apply the
$1.25 million security deposit towards the satisfaction of
the Company's obligation, which they have done. In addition,
the Pledge Agreement states that the Company is obligated to
pay $1.25 million to GE Capital to replenish the security
deposit at the earliest possible date.

As of January 10, 2005, an aggregate principal amount of
$7.4 million is outstanding under the Loan Agreement, which
is secured by one of the Company's vessels, the Midnight
Eagle (C-Mar America, Inc. arrested the Midnight Eagle in
late December 2004).

Item 5.02 Departure of Directors or Principal Officers;
          Election of Directors; Appointment of Principal
          Officers.

On January 7, 2005, as part of the reduction in force
associated with the Company's voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code,
Vincent Lecarme, Senior Vice President - Operations, was
terminated effective immediately. Mr. Lecarme served as
Senior Vice President - Operations since October 2004.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
     99.1        Torch Offshore, Inc. Press Release, dated
                 January 7, 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 10, 2005        ------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
     99.1         Torch Offshore, Inc. Press Release, dated
                  January 7, 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 Files Voluntary Chapter 11 Petition
            to Facilitate Debt Restructuring and
                  Ensure Ongoing Operations

New Orleans, Louisiana USA, January 7, 2005

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today  that  the  Company  and  certain  of   its
affiliates  filed  voluntary  petitions  for  reorganization
under  Chapter 11 of the U.S. Bankruptcy Code in the Eastern
District of Louisiana to facilitate a restructuring  of  the
Company's debt. In conjunction with the filing, the  Company
has received a commitment for $6.9 million in new debtor-in-
possession  ("DIP") financing from Regions Bank  and  Export
Development Canada (together, the "Banks"). In addition, the
Banks have agreed to provide a discretionary facility of  up
to  $2.0  million  for bonding and letters of  credit.  Upon
Bankruptcy   Court  approval  and  execution  of  definitive
agreements, the DIP financing will provide funding  for  the
Company's ongoing operations.

"The  Company  has  been operating with a  highly  leveraged
balance  sheet  for  some  time  now,  mostly  due  to   the
conversion  efforts associated with the Midnight Express,  "
said  Lyle G. Stockstill, Torch Offshore, Inc. Chairman  and
Chief Executive Officer. "Our liquidity issues were worsened
by  the  competitive marketplace in which we operate as  the
Gulf  of Mexico offshore construction industry remained very
competitive   in  2004  with  an  extremely  tight   pricing
structure."

In  late December 2004, the Company announced that three  of
its  vessels,  the Midnight Express, Midnight  Wrangler  and
Midnight  Eagle,  had been arrested by U.S.  Marshals  based
upon  actions  taken by certain creditors  of  the  Company.
"When we determined that it would be difficult to have these
seizures released so that our vessels could go back to work,
it was concluded that Chapter 11 reorganization was the best
course  of  action  for the Company," said Stockstill.  "The
decision to seek protection under Chapter 11 will allow  the
Company  to restructure its balance sheet while we  continue
to operate our fleet of vessels."

During  the  Chapter 11 proceedings, Torch will continue  to
operate in the ordinary course of business. The Company said
that  it  intends to request Court approval to, among  other
things,  continue payment of pre-petition and  post-petition
wages,  salaries, incentive plans, and medical,  disability,
vacation  and  other  benefits. The Company  intends  to  do
business  with customers and vendors in the same  manner  as
before.

"We  appreciate  the  loyalty and  support  of  our  current
employees,"   said  Stockstill.  "The  dedication   of   our
employees  is  critical to the success of  the  Company.  In
addition,  I would like to thank our customers, vendors  and
business  partners for their continued support  during  this
process.   We  will  do  our  best  to  have  a   successful
reorganization."

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  ability  to
continue  as a going concern; the ability of the Company  to
obtain court approval with respect to motions in the Chapter
11  proceeding filed by it from time to time, including  the
motions  filed  with  the  Company's  first  day  papers  to
approve, among other things, the DIP financing; the  ability
of  the Company to operate pursuant to the terms of the  DIP
financing; the ability of the Company to develop, prosecute,
confirm  and  consummate one or more plans of reorganization
with  respect to the Chapter 11 proceeding; risks associated
with  third parties seeking and obtaining court approval  to
terminate or shorten the exclusivity period for the  Company
to  propose and confirm one or more plans of reorganization,
for  the  appointment  of a Chapter  11  trustee;  potential
adverse publicity; the ability of the Company to obtain  and
maintain  adequate terms with vendors and service providers;
the potential adverse impact of the Chapter 11 proceeding on
the  Company's  liquidity  or  results  of  operations;  the
ability  of  the  Company to fund and execute  its  business
plan; the ability of the Company to attract, motivate and/or
retain  key  executives and employees;  changes  in  general
economic  and  business conditions (including  the  oilfield
service  construction market); any inability to protect  our
intellectual   property  rights;  the   outcome   of   legal
proceedings to which we are or may become a party; and other
factors. 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.