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 7, 2005 (April 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 1.01 Entry into a Material Definitive Agreement.

As previously announced, on January 12, 2005, Torch
Offshore, Inc. (the "Company"), and its wholly-owned
subsidiaries, Torch Offshore, L.L.C. and Torch Express,
L.L.C., each debtors-in-possession under Chapter 11 of the
U.S. Bankruptcy Code, entered into an agreement with Regions
Bank and Export Development Canada (collectively, the
"Lenders") for debtor-in-possession financing (the "DIP
Facility"). The DIP Facility provided a $6.9 million
revolving credit facility and a $2.0 million discretionary
letter of credit facility with an expiration date of April
1, 2005.

On March 31, 2005, the Company entered into an amendment
with the Lenders in relation to the DIP Facility, which
increased the revolving credit facility by $1.4 million to
$8.3 million and extended the expiration of the DIP Facility
to April 29, 2005, subject to budget and other restrictions.

A copy of Amendment No. 1 to the Debtor-In-Possession Credit
Agreement is filed as Exhibit 10.1 and is incorporated
herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
          Obligation under an Off-Balance Sheet Arrangement
          of a Registrant.

The information provided in Item 1.01 of this Current Report
regarding the DIP Facility is incorporated into this Item
2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
    10.1       Amendment No. 1 to Debtor-In-Possession Credit
               Agreement and Loan Documents among Torch
               Offshore, Inc., Torch Offshore, LLC, Torch
               Express, LLC and Regions Bank and Export
               Development Canada.


                          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: April 7, 2005               --------------------
                              Robert E. Fulton
                              Chief Financial Officer


                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
    10.1       Amendment No. 1 to Debtor-In-Possession Credit
               Agreement and Loan Documents among Torch
               Offshore, Inc., Torch Offshore, LLC, Torch
               Express, LLC and Regions Bank and Export
               Development Canada.

                                                Exhibit 10.1

           AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION
             CREDIT AGREEMENT AND LOAN DOCUMENTS

     THIS  AMENDMENT  dated  as  of  March  31,  2005  (this
"Amendment"),   under   the   Debtor-in-Possession    Credit
Agreement  dated  as of January 12, 2005  (the  "DIP  Credit
Agreement"),   among  Torch  Offshore,  Inc.,   a   Delaware
corporation  (the  "Borrower"),  Torch  Offshore,   LLC,   a
Delaware  limited  liability  company  ("TOLLC")  and  Torch
Express,   LLC,   a  Louisiana  limited  liability   company
("TELLC"; TOLLC and TELLC are each referred to herein  as  a
"Guarantor"), Regions Bank, for itself as a "Lender" defined
under  the  DIP  Credit  Agreement  ("Regions")  and  Export
Development Canada, as a Lender ("EDC").

     The parties hereto agree as follows:

     SECTION   1.    Defined   Terms;  References.    Unless
otherwise specifically defined herein, each term used herein
which is defined in the DIP Credit Agreement and not defined
herein  has  the meaning assigned to such term  in  the  DIP
Credit  Agreement.  Each reference to "hereof", "hereunder",
"herein"  and "hereby" and each other similar reference  and
each  reference to "this Agreement" and each  other  similar
reference contained in the DIP Credit Agreement shall, after
this  Amendment becomes effective, refer to the  DIP  Credit
Agreement as amended hereby.

     SECTION  2.   Amendments.  (a)  Each of  the  following
definitions  contained  in Section 1.1  of  the  DIP  Credit
Agreement is hereby amended and restated in its entirety  as
follows:

          Line  of  Credit Commitment means for all  Lenders
     the aggregate principal amount of $8,300,000.00.

          Pro  Rata Share means with respect to each  Lender
     with  respect  to Line of Credit Loans  or  Letters  of
     Credit, the percentage amount equal to the quotient  of
     (x)   such  Lender's  share  of  the  Line  of   Credit
     Commitment   set  forth  (i)  next  to  such   Lender's
     signature  to  the First Amendment or  (ii)  after  the
     Effective Date, in any Assignment Agreement, divided by
     (y) the aggregate amount of Line of Credit Commitments.
     On  the  Effective Date, the Pro Rata Share of  Regions
     and EDC is 50% each.

          Termination Date means the earlier to occur of (i)
     April  29, 2005 (which date may be extended  up  to  90
     additional days thereafter upon the written consent  of
     the Agent and the Lenders in the exercise of their sole
     discretion,  such consent, if any, to  be  conditioned,
     among  other things, upon receipt of a new  Budget  and
     the  Agent's  and  the  Lenders' complete  satisfaction
     therewith), (ii) the Consummation Date, and  (iii)  the
     acceleration  of the Loans and the termination  of  the
     Line of Credit Commitments in accordance with the terms
     hereof.

     (b)   The  following new definition is hereby added  to
the DIP Credit Agreement as follows:

          First Amendment means that certain Amendment No. 1
     to   Debtor-in-Possession  Credit  Agreement  and  Loan
     Documents  dated as of March ___, 2005, executed  among
     the   Agent,  the  Lenders,  the  Borrowers   and   the
     Guarantors.

     (c)   Section 2.2 of the DIP Credit Agreement is hereby
amended and restated in its entirety as follows:

          2.2   Total Line of Credit Loans Shall Not  Exceed
     Commitments.   If the Line of Credit Loans  outstanding
     should  at  any time exceed $8,300,000.00 (such  excess
     Loans  being an "Overadvance"), such Overadvance  shall
     nevertheless constitute Indebtedness that is secured by
     the  Collateral and entitled to all of the benefits  of
     this  Agreement and the other Loan Documents.  Any such
     Overadvance shall be payable by the Borrower on  demand
     by  the Agent and shall bear interest at the Applicable
     Rate.  The Agent shall not be responsible or liable for
     failure  to  make  any demand for  payment  under  this
     Section 2.2.

     (d)   Section 8.3 of the DIP Credit Agreement is hereby
amended and restated in its entirety as follows:

          8.3   Use  of  Proceeds.  Borrower  covenants  and
     agrees  that  the proceeds of the Line of Credit  Loans
     will  be  used solely as set forth in the 5  week  cash
     flow  forecast as agreed from time to time between  the
     Borrower,  the  Agent and the Lenders  (the  "Budget").
     Immediately  upon  the sale of any Vessel,  the  Budget
     then  in  effect shall be amended as agreed  among  the
     Borrower,  the  Agent and the Lenders  to  reflect  the
     elimination  of  expenses  associated  with  such  sold
     Vessel.  The Letters of Credit will be used solely  for
     the   requirements  of  the  Company  Business  in  the
     ordinary  course  of  business. In  no  event  may  the
     proceeds  of any Loan or Letter of Credit  be  used  in
     violation of any applicable law or regulation.

     (e)   Each Note is hereby amended (i) by deleting  each
reference  to "$3,450,000.00" and substituting in its  place
"4,150,000.00";  and  (ii)  by deleting  each  reference  to
"Three  Million  Four  Hundred  Fifty  Thousand  and  00/100
Dollars"  and  substituting in its place "Four  Million  One
Hundred Fifty Thousand and 00/100 Dollars."

     SECTION  3.  Representations.  The  Borrower  and  each
Guarantor   represents   and   warrants   that    (i)    the
representations  and  warranties  set  forth  in  the   Loan
Documents  are true and correct in all material respects  on
and as of the date hereof with the same effect as if made on
and  as  of such date and (ii) after giving effect  to  this
Amendment,  no  Default or Event of Default  under  the  DIP
Credit  Agreement  has occurred and is  continuing  on  such
date.

     SECTION 4.     Reaffirmation; Release.  Borrower hereby
reaffirms  and restates each and every agreement,  covenant,
warranty  and  representation set forth in  the  DIP  Credit
Agreement, each Note and the other Loan Documents  to  which
it  is  a  party, as amended and affected by this Amendment.
Each  Guarantor hereby reaffirms and restates each and every
agreement, covenant, warranty and representation  set  forth
in  the DIP Credit Agreement, the Continuing Guarantees, the
Security Documents and the other Loan Documents to which  it
is  a party, as amended and affected by this Amendment.  The
Borrower and each Guarantor further acknowledges, represents
and  warrants  that  the  Loan  Documents,  as  amended  and
affected by this Amendment, constitute valid and enforceable
obligations of Borrower and each Guarantor as of this  date,
free  from  any defense, counterclaim, offset or recoupment.
Each  Guarantor agrees that the "Obligations" guaranteed  by
it   under   its  Continuing  Guarantee  includes,   without
limitation,  Loans made under the Line of Credit  Commitment
as  increased  by  this First Amendment  to  an  amount  not
exceeding  $8,300,000.00. The Borrower  and  each  Guarantor
hereby waives, releases and discharges Agent and the Lenders
from  any  and  all claims, demands, actions  or  causes  of
action  arising out of or in any way relating to  the  Loans
and  the  other  Obligations, the Credit Agreement  and  the
other   Loan   Documents  and  any  documents,   agreements,
dealings,  or  other matters connected with the  Loans,  any
Letter  of Credit or other Obligations,  including,  without
limitation,   all   known  and  unknown   matters,   claims,
transactions, or things occurring prior to the date of  this
Amendment related to the Loans or any Letter of Credit.

     SECTION  5.     No Waiver or Implication; No  Novation.
Nothing  herein  shall constitute a waiver of  any  default,
whether  known  or unknown, which may exist under  the  Loan
Documents, except as expressly set forth herein.  No action,
inaction or agreement by the Agent or any Lender, including,
without   limitation,  any  extension,  indulgence,  waiver,
consent or agreement of modification which may have occurred
or  have  been  granted or entered into  (or  which  may  be
occurring  or  be  granted  or  entered  into  hereunder  or
otherwise)  with  respect  to nonpayment  of  the  Loans  or
reimbursement  for draws under any Letter of Credit  or  any
portion  thereof,  or  with  respect  to  matters  involving
security for the Loans or reimbursement for draws under  any
Letter  of  Credit,  or with respect  to  any  other  matter
relating  to the Loans or reimbursement for draws under  any
Letter   of  Credit,  shall  require  or  imply  any  future
extension, indulgence, waiver, consent or agreement by Agent
or   any   Lender.   Borrower  and  each  Guarantor   hereby
acknowledges  and  agrees that none of  the  Agent  and  the
Lenders  has  made any agreement, and none  of  them  is  in
anyway obligated, to grant any future extension, indulgence,
waiver  or consent with respect to the Loans, any Letter  of
Credit  or  any matter relating to the Loan Documents.  This
Amendment shall not constitute a novation of the Loans,  any
Note,  the  DIP Credit Agreement or any other  of  the  Loan
Documents,  and  the  terms  and  provisions  of  the   Loan
Documents are hereby affirmed and shall remain valid and  in
full  force  and  effect as amended  and  affected  by  this
Amendment.

     SECTION  6.   Governing  Law;  Counterparts;  Expenses;
Successors and Assigns.  This Amendment shall be governed by
and  construed in accordance with the laws of the  State  of
Louisiana. This Amendment may be signed and delivered in any
number  of  counterparts (including by facsimile),  each  of
which  shall be an original, with the same effect as if  the
signatures thereto and hereto were upon the same instrument.
Borrower  agrees  to  promptly pay  the  attorney  fees  and
expenses incurred by the Agent and the Lenders in connection
with  the  drafting,  negotiation, execution,  delivery  and
performance  of  this  Amendment. This  Amendment  shall  be
binding  upon  and  inure to the benefit of  Borrower,  each
Guarantor,  Agent  and  the  Lenders  and  their  respective
successors  and assigns, whether voluntary  by  act  of  the
parties or involuntary by operation of law.

     SECTION 7.  Effectiveness.  This Amendment shall become
effective  as of the date hereof on the date when the  Agent
shall  have  received from the Borrower, each Guarantor  and
each Lender a counterpart hereof signed by such party.

     IN WITNESS WHEREOF, Borrower, the Guarantors, the Agent
and the Lenders have executed this Amendment as of the date
first written above.

                              TORCH OFFSHORE, INC.

                              By:  /s/ Robert E. Fulton
                                   --------------------
                              Name: Robert E. Fulton
                              Title: Chief Financial
                                      Officer

                              TORCH OFFSHORE, L.L.C.

                              By:  /s/ Robert E. Fulton
                                   --------------------
                              Name: Robert E. Fulton
                                    Its Manager

                              TORCH EXPRESS, L.L.C.

                              By:  /s/ Robert E. Fulton
                                   --------------------
                              Name: Robert E. Fulton
                                    Its Manager

                              REGIONS BANK,
                              as a Lender and as Agent

Share of the Line of Credit
Commitment after giving effect
to this Amendment:       $4,150,000.00

                              By:  /s/ Mike J. Paternostro
					     -----------------------
                                   Mike J. Paternostro
                                   Senior Vice President

                              EXPORT DEVELOPMENT CANADA,
                              as a Lender

Share of the Line of Credit
Commitment after giving effect
to this Amendment:       $4,150,000.00

                              By:  /s/ Sean Mitchell
					     -----------------
                                   Sean Mitchell
                                   Manager Special Risks

                              By:  /s/ Bruce Dunlop
					     ----------------
                                   Bruce Dunlop
                                   Portfolio Manager
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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 7, 2005 (April 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 1.01 Entry into a Material Definitive Agreement.

As previously announced, on January 12, 2005, Torch
Offshore, Inc. (the "Company"), and its wholly-owned
subsidiaries, Torch Offshore, L.L.C. and Torch Express,
L.L.C., each debtors-in-possession under Chapter 11 of the
U.S. Bankruptcy Code, entered into an agreement with Regions
Bank and Export Development Canada (collectively, the
"Lenders") for debtor-in-possession financing (the "DIP
Facility"). The DIP Facility provided a $6.9 million
revolving credit facility and a $2.0 million discretionary
letter of credit facility with an expiration date of April
1, 2005.

On March 31, 2005, the Company entered into an amendment
with the Lenders in relation to the DIP Facility, which
increased the revolving credit facility by $1.4 million to
$8.3 million and extended the expiration of the DIP Facility
to April 29, 2005, subject to budget and other restrictions.

A copy of Amendment No. 1 to the Debtor-In-Possession Credit
Agreement is filed as Exhibit 10.1 and is incorporated
herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
          Obligation under an Off-Balance Sheet Arrangement
          of a Registrant.

The information provided in Item 1.01 of this Current Report
regarding the DIP Facility is incorporated into this Item
2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

Exhibit Number                Description
--------------                -----------
    10.1       Amendment No. 1 to Debtor-In-Possession Credit
               Agreement and Loan Documents among Torch
               Offshore, Inc., Torch Offshore, LLC, Torch
               Express, LLC and Regions Bank and Export
               Development Canada.

                          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: April 7, 2005               --------------------
                              Robert E. Fulton
                              Chief Financial Officer

                        EXHIBIT INDEX

Exhibit Number                Description
--------------                -----------
    10.1       Amendment No. 1 to Debtor-In-Possession Credit
               Agreement and Loan Documents among Torch
               Offshore, Inc., Torch Offshore, LLC, Torch
               Express, LLC and Regions Bank and Export
               Development Canada.

                                                Exhibit 10.1

           AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION
             CREDIT AGREEMENT AND LOAN DOCUMENTS

     THIS  AMENDMENT  dated  as  of  March  31,  2005  (this
"Amendment"),   under   the   Debtor-in-Possession    Credit
Agreement  dated  as of January 12, 2005  (the  "DIP  Credit
Agreement"),   among  Torch  Offshore,  Inc.,   a   Delaware
corporation  (the  "Borrower"),  Torch  Offshore,   LLC,   a
Delaware  limited  liability  company  ("TOLLC")  and  Torch
Express,   LLC,   a  Louisiana  limited  liability   company
("TELLC"; TOLLC and TELLC are each referred to herein  as  a
"Guarantor"), Regions Bank, for itself as a "Lender" defined
under  the  DIP  Credit  Agreement  ("Regions")  and  Export
Development Canada, as a Lender ("EDC").

     The parties hereto agree as follows:

     SECTION   1.    Defined   Terms;  References.    Unless
otherwise specifically defined herein, each term used herein
which is defined in the DIP Credit Agreement and not defined
herein  has  the meaning assigned to such term  in  the  DIP
Credit  Agreement.  Each reference to "hereof", "hereunder",
"herein"  and "hereby" and each other similar reference  and
each  reference to "this Agreement" and each  other  similar
reference contained in the DIP Credit Agreement shall, after
this  Amendment becomes effective, refer to the  DIP  Credit
Agreement as amended hereby.

     SECTION  2.   Amendments.  (a)  Each of  the  following
definitions  contained  in Section 1.1  of  the  DIP  Credit
Agreement is hereby amended and restated in its entirety  as
follows:

          Line  of  Credit Commitment means for all  Lenders
     the aggregate principal amount of $8,300,000.00.

          Pro  Rata Share means with respect to each  Lender
     with  respect  to Line of Credit Loans  or  Letters  of
     Credit, the percentage amount equal to the quotient  of
     (x)   such  Lender's  share  of  the  Line  of   Credit
     Commitment   set  forth  (i)  next  to  such   Lender's
     signature  to  the First Amendment or  (ii)  after  the
     Effective Date, in any Assignment Agreement, divided by
     (y) the aggregate amount of Line of Credit Commitments.
     On  the  Effective Date, the Pro Rata Share of  Regions
     and EDC is 50% each.

          Termination Date means the earlier to occur of (i)
     April  29, 2005 (which date may be extended  up  to  90
     additional days thereafter upon the written consent  of
     the Agent and the Lenders in the exercise of their sole
     discretion,  such consent, if any, to  be  conditioned,
     among  other things, upon receipt of a new  Budget  and
     the  Agent's  and  the  Lenders' complete  satisfaction
     therewith), (ii) the Consummation Date, and  (iii)  the
     acceleration  of the Loans and the termination  of  the
     Line of Credit Commitments in accordance with the terms
     hereof.

     (b)   The  following new definition is hereby added  to
the DIP Credit Agreement as follows:

          First Amendment means that certain Amendment No. 1
     to   Debtor-in-Possession  Credit  Agreement  and  Loan
     Documents  dated as of March ___, 2005, executed  among
     the   Agent,  the  Lenders,  the  Borrowers   and   the
     Guarantors.

     (c)   Section 2.2 of the DIP Credit Agreement is hereby
amended and restated in its entirety as follows:

          2.2   Total Line of Credit Loans Shall Not  Exceed
     Commitments.   If the Line of Credit Loans  outstanding
     should  at  any time exceed $8,300,000.00 (such  excess
     Loans  being an "Overadvance"), such Overadvance  shall
     nevertheless constitute Indebtedness that is secured by
     the  Collateral and entitled to all of the benefits  of
     this  Agreement and the other Loan Documents.  Any such
     Overadvance shall be payable by the Borrower on  demand
     by  the Agent and shall bear interest at the Applicable
     Rate.  The Agent shall not be responsible or liable for
     failure  to  make  any demand for  payment  under  this
     Section 2.2.

     (d)   Section 8.3 of the DIP Credit Agreement is hereby
amended and restated in its entirety as follows:

          8.3   Use  of  Proceeds.  Borrower  covenants  and
     agrees  that  the proceeds of the Line of Credit  Loans
     will  be  used solely as set forth in the 5  week  cash
     flow  forecast as agreed from time to time between  the
     Borrower,  the  Agent and the Lenders  (the  "Budget").
     Immediately  upon  the sale of any Vessel,  the  Budget
     then  in  effect shall be amended as agreed  among  the
     Borrower,  the  Agent and the Lenders  to  reflect  the
     elimination  of  expenses  associated  with  such  sold
     Vessel.  The Letters of Credit will be used solely  for
     the   requirements  of  the  Company  Business  in  the
     ordinary  course  of  business. In  no  event  may  the
     proceeds  of any Loan or Letter of Credit  be  used  in
     violation of any applicable law or regulation.

     (e)   Each Note is hereby amended (i) by deleting  each
reference  to "$3,450,000.00" and substituting in its  place
"4,150,000.00";  and  (ii)  by deleting  each  reference  to
"Three  Million  Four  Hundred  Fifty  Thousand  and  00/100
Dollars"  and  substituting in its place "Four  Million  One
Hundred Fifty Thousand and 00/100 Dollars."

     SECTION  3.  Representations.  The  Borrower  and  each
Guarantor   represents   and   warrants   that    (i)    the
representations  and  warranties  set  forth  in  the   Loan
Documents  are true and correct in all material respects  on
and as of the date hereof with the same effect as if made on
and  as  of such date and (ii) after giving effect  to  this
Amendment,  no  Default or Event of Default  under  the  DIP
Credit  Agreement  has occurred and is  continuing  on  such
date.

     SECTION 4.     Reaffirmation; Release.  Borrower hereby
reaffirms  and restates each and every agreement,  covenant,
warranty  and  representation set forth in  the  DIP  Credit
Agreement, each Note and the other Loan Documents  to  which
it  is  a  party, as amended and affected by this Amendment.
Each  Guarantor hereby reaffirms and restates each and every
agreement, covenant, warranty and representation  set  forth
in  the DIP Credit Agreement, the Continuing Guarantees, the
Security Documents and the other Loan Documents to which  it
is  a party, as amended and affected by this Amendment.  The
Borrower and each Guarantor further acknowledges, represents
and  warrants  that  the  Loan  Documents,  as  amended  and
affected by this Amendment, constitute valid and enforceable
obligations of Borrower and each Guarantor as of this  date,
free  from  any defense, counterclaim, offset or recoupment.
Each  Guarantor agrees that the "Obligations" guaranteed  by
it   under   its  Continuing  Guarantee  includes,   without
limitation,  Loans made under the Line of Credit  Commitment
as  increased  by  this First Amendment  to  an  amount  not
exceeding  $8,300,000.00. The Borrower  and  each  Guarantor
hereby waives, releases and discharges Agent and the Lenders
from  any  and  all claims, demands, actions  or  causes  of
action  arising out of or in any way relating to  the  Loans
and  the  other  Obligations, the Credit Agreement  and  the
other   Loan   Documents  and  any  documents,   agreements,
dealings,  or  other matters connected with the  Loans,  any
Letter  of Credit or other Obligations,  including,  without
limitation,   all   known  and  unknown   matters,   claims,
transactions, or things occurring prior to the date of  this
Amendment related to the Loans or any Letter of Credit.

     SECTION  5.     No Waiver or Implication; No  Novation.
Nothing  herein  shall constitute a waiver of  any  default,
whether  known  or unknown, which may exist under  the  Loan
Documents, except as expressly set forth herein.  No action,
inaction or agreement by the Agent or any Lender, including,
without   limitation,  any  extension,  indulgence,  waiver,
consent or agreement of modification which may have occurred
or  have  been  granted or entered into  (or  which  may  be
occurring  or  be  granted  or  entered  into  hereunder  or
otherwise)  with  respect  to nonpayment  of  the  Loans  or
reimbursement  for draws under any Letter of Credit  or  any
portion  thereof,  or  with  respect  to  matters  involving
security for the Loans or reimbursement for draws under  any
Letter  of  Credit,  or with respect  to  any  other  matter
relating  to the Loans or reimbursement for draws under  any
Letter   of  Credit,  shall  require  or  imply  any  future
extension, indulgence, waiver, consent or agreement by Agent
or   any   Lender.   Borrower  and  each  Guarantor   hereby
acknowledges  and  agrees that none of  the  Agent  and  the
Lenders  has  made any agreement, and none  of  them  is  in
anyway obligated, to grant any future extension, indulgence,
waiver  or consent with respect to the Loans, any Letter  of
Credit  or  any matter relating to the Loan Documents.  This
Amendment shall not constitute a novation of the Loans,  any
Note,  the  DIP Credit Agreement or any other  of  the  Loan
Documents,  and  the  terms  and  provisions  of  the   Loan
Documents are hereby affirmed and shall remain valid and  in
full  force  and  effect as amended  and  affected  by  this
Amendment.

     SECTION  6.   Governing  Law;  Counterparts;  Expenses;
Successors and Assigns.  This Amendment shall be governed by
and  construed in accordance with the laws of the  State  of
Louisiana. This Amendment may be signed and delivered in any
number  of  counterparts (including by facsimile),  each  of
which  shall be an original, with the same effect as if  the
signatures thereto and hereto were upon the same instrument.
Borrower  agrees  to  promptly pay  the  attorney  fees  and
expenses incurred by the Agent and the Lenders in connection
with  the  drafting,  negotiation, execution,  delivery  and
performance  of  this  Amendment. This  Amendment  shall  be
binding  upon  and  inure to the benefit of  Borrower,  each
Guarantor,  Agent  and  the  Lenders  and  their  respective
successors  and assigns, whether voluntary  by  act  of  the
parties or involuntary by operation of law.

     SECTION 7.  Effectiveness.  This Amendment shall become
effective  as of the date hereof on the date when the  Agent
shall  have  received from the Borrower, each Guarantor  and
each Lender a counterpart hereof signed by such party.

     IN WITNESS WHEREOF, Borrower, the Guarantors, the Agent
and the Lenders have executed this Amendment as of the date
first written above.

                              TORCH OFFSHORE, INC.

                              By:  /s/ Robert E. Fulton
                                   --------------------
                              Name: Robert E. Fulton
                              Title: Chief Financial
                                      Officer

                              TORCH OFFSHORE, L.L.C.

                              By:  /s/ Robert E. Fulton
                                   --------------------
                              Name: Robert E. Fulton
                                    Its Manager

                              TORCH EXPRESS, L.L.C.

                              By:  /s/ Robert E. Fulton
                                   --------------------
                              Name: Robert E. Fulton
                                    Its Manager

                              REGIONS BANK,
                              as a Lender and as Agent

Share of the Line of Credit
Commitment after giving effect
to this Amendment:       $4,150,000.00

                              By:  /s/ Mike J. Paternostro
					     -----------------------
                                   Mike J. Paternostro
                                   Senior Vice President

                              EXPORT DEVELOPMENT CANADA,
                              as a Lender

Share of the Line of Credit
Commitment after giving effect
to this Amendment:       $4,150,000.00

                              By:  /s/ Sean Mitchell
					     -----------------
                                   Sean Mitchell
                                   Manager Special Risks

                              By:  /s/ Bruce Dunlop
					     ----------------
                                   Bruce Dunlop
                                   Portfolio Manager