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 22,
                    2003 (April 15, 2003)

             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 5.   OTHER EVENTS AND REQUIRED FD DISCLOSURE.

On  April  15,  2003, Torch Offshore, Inc.  (the  "Company")
issued a press release announcing that substantially all  of
the  conditions required for the conversion contract for the
conversion of the Midnight Express, entered into with  Davie
Maritime  Inc.  of Quebec, Canada, through  its  subsidiary,
Torch  Express,  L.L.C.,  to  become  effective  have   been
satisfied. The remaining conditions to be satisfied are  the
closing  of  the  Company's  $60.0  million  financing  with
Regions Bank and Export Development Canada (EDC) to fund the
conversion  of  the  Midnight  Express  and  the  issue   by
Investissement Quebec of the required performance bond.  The
Company  expects  that these conditions  will  be  satisfied
soon.

A  copy of the Company's press release announcing the  above
is  filed as an exhibit to this Form 8-K and is incorporated
herein by reference.

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 Press release dated April 15, 2003.

     99.2 First  Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.3 Second Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.4 Third  Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.5 Fourth  Amendment  to the Conversion  Contract  dated
          December 3, 2002 between Davie Maritime, Inc. as Builder,
          and Torch Express L.L.C., as Owner

     99.6 Fifth Amendment to the Conversion Contract made as of
          December 3, 2002 between Davie Maritime, Inc. a company
          organized and existing under the laws of Canada, and Torch
          Express L.L.C., a company organized and existing under the
          laws of Louisiana

     99.7 Parent  Company Guarantee to Davie Maritime Inc. from
          Torch Offshore, Inc.

                          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 22, 2003          -------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description

     99.1 Press release dated April 15, 2003.

     99.2 First Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.3 Second Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.4 Third  Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.5 Fourth  Amendment  to the Conversion  Contract  dated
          December 3, 2002 between Davie Maritime, Inc. as Builder,
          and Torch Express L.L.C., as Owner

     99.6 Fifth Amendment to the Conversion Contract made as of
          December 3, 2002 between Davie Maritime, Inc. a company
          organized and existing under the laws of Canada, and Torch
          Express L.L.C., a company organized and existing under the
          laws of Louisiana

     99.7 Parent  Company Guarantee to Davie Maritime Inc. from
          Torch Offshore, Inc.

                                                    EXHIBIT 99.1

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

    Torch Offshore - Midnight Express Conversion Contract

New Orleans, Louisiana USA, April 15, 2003

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that all of the conditions of the  contract
for  the  conversion of the Midnight Express,  entered  into
with Davie Maritime Inc. (the "Shipyard") of Quebec, Canada,
through  its  subsidiary, Torch Express  L.L.C.,  to  become
unconditionally effective have been satisfied except for the
closing  of  the  Company's  $60.0  million  financing  with
Regions Bank and Export Development Canada (EDC) to fund the
conversion  of  the  Midnight  Express  and  the  issue   by
Investissement  Quebec  of  the required  performance  bond,
expected to occur soon.

The total value of the conversion contract with the Shipyard
is  approximately  $37.0 million, which represents  a  major
portion of the expected cost to convert the vessel to a DP-2
offshore  pipelay and construction vessel with a total  cost
of approximately $90.0 million. The vessel is expected to be
delivered to the Company's active fleet in the first quarter
of   2004,  after  sea  trials.  The  Company  has  incurred
approximately  $31.0  million of costs associated  with  the
conversion through March 31, 2003.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "The progress  made  to  date
shows  the  Company's commitment to our expansion  into  the
deepwater  and  our  confidence in Davie Maritime  Inc.  The
Midnight  Express has been drydocked at the  Davie  Maritime
Inc. shipyard and we have continued to move forward with our
third  party suppliers of various aspects of the conversion,
including  the  construction of our  patent-pending  pipelay
system.  In  addition,  we continue  to  work  closely  with
Regions Bank and EDC to finalize the finance portion of  the
conversion."

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 modification and/or conversion
timing and cost of the Midnight Express, the capabilities of
the  Midnight  Express, the Company's  ability  to  use  its
capital   resources  for  the  conversion  of  the  Midnight
Express,  and  the timing for completion of  the  conversion
financing.   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.



                                              EXHIBIT 99.2

FIRST AMENDMENT TO THE CONVERSION CONTRACT dated December 3,
2002  between  DAVIE MARITIME, INC., as Builder,  and  TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article 29.4 provides that the Conversion Contract
          will become null and void at the expiry of 90 days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The parties wish to extend such date.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "90" where it appears in Article  29.4
          of  the  Contract is hereby deleted  and  replaced
          with the figure "106".

2.        The  Contract is in all other respects is  hereby
          confirmed.

IN  WITNESS  WHEREOF  the  parties have  caused  this  First
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of March 3, 2003.


                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
    	                           Richard Bertrand


                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill


                                                EXHIBIT 99.3

SECOND  AMENDMENT TO THE CONVERSION CONTRACT dated  December
3,  2002 between DAVIE MARITIME, INC., as Builder, and TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article  29.4  as amended provides  that  it  will
          become  null  and void at the expiry of  106  days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The  parties  wish  to extend  such  expiry  date
          further.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "106" where it appears in Article 29.4
          of  the Contract as amended is hereby deleted  and
          replaced with the figure "111".

2.        The  Contract  is  in all other  respects  hereby
          confirmed.

IN  WITNESS  WHEREOF  the parties have  caused  this  Second
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of March 19, 2003.


                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill


                                                EXHIBIT 99.4

THIRD AMENDMENT TO THE CONVERSION CONTRACT dated December 3,
2002  between  DAVIE MARITIME, INC., as Builder,  and  TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article  29.4  as amended provides  that  it  will
          become  null  and void at the expiry of  111  days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The  parties  wish  to extend  such  expiry  date
          further.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "111" where it appears in Article 29.4
          of  the Contract as amended is hereby deleted  and
          replaced with the figure "120".

2.        The  Contract  is  in all other  respects  hereby
          confirmed.

IN  WITNESS  WHEREOF  the parties have  caused  this  Second
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of March 24, 2003.


                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill


                                                EXHIBIT 99.5

FOURTH  AMENDMENT TO THE CONVERSION CONTRACT dated  December
3,  2002 between DAVIE MARITIME, INC., as Builder, and TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article  29.4  as amended provides  that  it  will
          become  null  and void at the expiry of  120  days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The  parties  wish  to extend  such  expiry  date
          further.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "120" where it appears in Article 29.4
          of  the Contract as amended is hereby deleted  and
          replaced with the figure "128".

2.        The  Contract  is  in all other  respects  hereby
          confirmed.

IN  WITNESS  WHEREOF  the parties have  caused  this  Second
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of April 2, 2003.


                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill

                                                EXHIBIT 99.6

FIFTH  AMENDMENT  TO  THE CONVERSION  CONTRACT  made  as  of
December  3,  2002 between DAVIE MARITIME  INC.,  a  company
organized  and  existing  under the  laws  of  Canada  whose
registered office address is 22 George D. Davie Rd.,  Levis,
Quebec  G6V 8V5 in the city and judicial district of Quebec,
Province  of  Quebec, represented by Mr.  Richard  Bertrand,
duly  authorized  to act hereunder, as  he  so  states  (the
"Builder"),  and  TORCH EXPRESS L.L.C., a company  organized
and  existing  under the laws of Louisiana whose  registered
office  address is 401 Whitney Ave., Gretna, LA  70056  USA.
(the "Owner").

WHEREAS:

1.         Builder  and  Owner are parties to  a  Conversion
Contract  dated December 3, 2002 which was amended effective
March 3, 19, 24 and April 2, 2003.

2.         The parties wish to amend the Conversion Contract
as so amended (the "Amended Contract") as provided herein.

WITNESSETH  that  the  Builder  and  Owner  have  agreed  as
follows:

1.         The definition of "Contractual Re-Delivery  Date"
is  hereby  amended  to  read as follows:  "Contractual  Re-
Delivery  Date"  means  the date which  is  357  days  after
January 3, 2003, as extended by the duration of any  one  or
more periods of Permissible Delay; provided that Owner shall
have  authorized  in  writing the  performance  by  Builder,
during the period commencing with the Contract Signing  Date
(notwithstanding  that the Contract shall  not  have  become
effective), of that portion of the Work specified by Builder
in its letter to Owner dated November 27, 2003."

2.         Article  6  of  the Amended  Contract  is  hereby
amended by adding at the end thereof the following:

          "Each  invoice delivered by  Builder  to
          Owner shall include a certificate to  be
          signed   by  Builder's  chief  executive
          officer   or  chief  financial   officer
          addressed  to  Owner  and  the   lenders
          referred to in Article 4.6(a),  in  form
          and  substance  satisfactory  to  Owner,
          certifying to the effect that, except as
          may  be  set forth therein, (a)  Builder
          has made full and timely payment for all
          labour,    services,    materials    and
          equipment    provided   by    employees,
          suppliers,  subcontractors,  agents  and
          governments in connection with the  Work
          or  the Ship (except amounts the payment
          of which is being disputed in good faith
          by   Builder);  and  (b)   to  the  best
          knowledge  and  belief  of  the   person
          signing  such  certificate no  employee,
          supplier,   subcontractor,   agent    or
          government  has filed any  claim  for  a
          Lien  (as  defined  in  Article  4.6(a))
          against the Work or the Ship arising out
          of   the   provision  of   any   labour,
          services,  materials  or  equipment   in
          connection  with the Work or  the  Ship.
          Owner  shall not be obligated to pay  an
          invoice unless it is accompanied by such
          certificate."

3.         Article  9.7  of the Amended Contract  is  hereby
deleted and replaced with the following:

          "9.7 In the event that the date on which
          Re-Delivery of the Ship takes place (the
          "Actual Re-Delivery Date") occurs on  or
          before November 19, 2003 (as extended by
          the  duration of any one or more periods
          of  "Permissible Delay", the "Bonus  Re-
          Delivery Date"), Owner shall pay Builder
          a  daily  bonus based on the  number  of
          days  by  which  the Actual  Re-Delivery
          Date  is  earlier  than  the  Bonus  Re-
          Delivery  Date  less a grace  period  of
          seven (7) days, determined as follows:

          (a)   if  the  Actual  Re-Delivery  Date
          occurs  within  seven (7) and  seventeen
          (17)  days  before the Bonus Re-Delivery
          Date, $12,500 for each day by which  the
          Actual Re-Delivery Date is earlier  than
          the Bonus Re-Delivery Date, and

          (b)   if  the  Actual  Re-Delivery  Date
          occurs more than seventeen (17) but less
          than  thirty-one  (31) days  before  the
          Bonus Re-Delivery Date, $17,500 for each
          day by which the Actual Re-Delivery Date
          is  earlier than the seventeenth  (17th)
          day  before the Bonus Re-Delivery  Date,
          and

          (c)   if  the  Actual  Re-Delivery  Date
          occurs more than thirty (30) days before
          the  Bonus Re-Delivery Date, $25,000 for
          each day by which the Actual Re-Delivery
          Date   is  earlier  than  the  thirtieth
          (30th)  day before the Bonus Re-Delivery
          Date;

          provided,  however,  that  the   maximum
          amount  payable by Owner to  Builder  by
          way  of  bonus  under this  Article  9.7
          shall  not exceed five per cent (5%)  of
          the  Contract Price as amended from time
          to time."

4.         The  following is hereby added as Article 9.8  of
the Amended Contract:

          "9.8       Should ice formation  on  the
          St.  Lawrence Seaway, prevent  the  safe
          operation   of  the  Ship,  the   delays
          incurred by the Builder to proceed  with
          the   performance  of  Sea   Trials   or
          preventing the departure of the Ship  to
          perform  Sea Trials or its return  after
          Sea Trials, shall constitute a period of
          Permissible  Delay.  In as much  as  ice
          formation  should only  delay  the  safe
          return of the Ship to the shipyard after
          Sea  Trials,  the Owner may elect,  once
          the  Sea  Trials are completed, to  have
          the   Remedial  Work  completed  by  the
          Builder  in  facilities other  than  the
          Yard.   If such an election is  made  by
          the Owner, all costs associated with the
          Remedial Work which are in excess of the
          cost  for  the  Builder to complete  the
          Remedial Work at the shipyard, shall  be
          paid  by  the  Owner. In the  event  the
          Owner  elects  to  have  Remedial   Work
          completed  by the Builder in  facilities
          other  than the Yard may also  elect  to
          take  Re-Delivery of  the  Ship  in  the
          alternative facilities as opposed to the
          Yard  as specified in Article 10.6   but
          always subject to all other portions  of
          Article 10.  "

5.    Article  12.3(a)  of the Amended  Contract  is  hereby
amended by adding at the end thereof the following:

          "All   policies  to  be  maintained   by
          Builder   in  accordance  with   Article
          12.2(a)  shall  name  Regions  Bank,  as
          Agent,  as  additional  insured  as  its
          interests may appear."

6.         Article  14  of  the Amended Contract  is  hereby
amended by adding at the end thereof the following:

          "It  is also understood and agreed that:
          (A)    for   the   purposes    of    the
          parenthetical wording in Article 14.3(a)
          and the definition of Permissible Delay,
          neither  the  taking of  any  action  by
          Samir or any other creditor of the  Yard
          or any related assets, nor any change in
          the   status  of  the  Working   Capital
          Facility  Guarantee shall  constitute  a
          Force Majeure Event or Development;  and
          (B)  the  rights and remedies  of  Owner
          under  or  pursuant to  the  Performance
          Bond  are  without  limitation  of   the
          rights  and remedies of Owner  under  or
          pursuant to the Contract."

7.         Article  15.1 of the Amended Contract  is  hereby
amended to add the following as the third sentence thereof:

          "If  Builder  is  in breach  or  default
          under  this  Article  15.1  and  if  the
          aggregate amount of such unpaid items is
          more  than  $10,000, Owner shall,  among
          other  things, have the right to  deduct
          the  amount  of  any such  unpaid  items
          (whether   or  not  a  Lien   has   been
          asserted)  from any payments  due  under
          the  Amended  Contract.  Such  deduction
          shall  be valid until such time as,  for
          each  unpaid  item,  Builder  (a)  gives
          Owner  an  acquittance  issued  by   any
          suppliers, subcontractors and/or workmen
          for   such  unpaid  item  in  form   and
          substance   reasonably   acceptable   to
          Owner,  (b) gives Owner further security
          protecting  Owner,  in  such  form   and
          amount  as Owner may reasonably require,
          against  any claims against the Ship  or
          the  Owner  that could be  made  by  any
          suppliers, subcontractors and/or workmen
          for such unpaid item, or (c) establishes
          to  the reasonable satisfaction of Owner
          that  no claims against the Ship or  the
          Owner  could  be made by any  suppliers,
          subcontractors and/or workmen  for  such
          unpaid item."

8.         The  Amended  Contract is in all  other  respects
hereby confirmed.

IN  WITNESS  WHEREOF  the  parties have  caused  this  Fifth
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of April 11, 2003.


                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill


                                                EXHIBIT 99.7

                                              April 11, 2003

Davie Maritime Inc.
22 rue George D. Davie
Levis, Quebec G6V 8V5

            Midnight Express Conversion Contract


Gentlemen:

We  refer  to the Midnight Express Conversion Contract  (the
"Contract")  dated  December 3,  2002  made  among  you,  as
builder  (the  "Builder"), and our wholly-owned  subsidiary,
Torch Express L.L.C., as owner (the "Owner"), in respect  of
the  conversion of the "Midnight Express" into a dynamically
positioned pipe-laying vessel.

In  consideration of your entry into the Contract, we hereby
irrevocably and unconditionally guarantee to you that  Owner
will  duly and punctually observe and perform all terms  and
conditions   contained  in  and  discharge  all  obligations
required under the Contract.

This  guarantee  shall be a continuing guarantee  and  shall
remain  in force and effect until all obligations  of  Owner
under   the   Contract  have  been  fully  and   completely.
Furthermore, we hereby consent, subject to notification,  to
any  changes, extensions or adjustments of the Contract  and
agree  that no such changes, extensions or adjustments shall
discharge us from any liability herein in whole or in part.

We further represent, warrant and agree that:

          (a)  our obligations as guarantor shall, without limitation,
               include the obligation to provide Owner with sufficient
               funds to cure any default promptly following the giving
		   by you of any notice of default;

	    (b)  our obligations hereunder shall not be affected by any
               act, omission, matter or thing which might, but for this
               provision, operate to release or otherwise exonerate from
               our liabilities hereunder including without limitation:

               (i)  any time or waiver granted to Owner, or

               (ii) any delay or omission on the part of yourselves in
                    exercising any rights, powers or remedies available
                    to you against Owner;

          (c)  as provided in Article 20.2 of the Contract, we shall
               be a party to any arbitration conducted in accordance
		   with such Article and, whether or not we exercise our
		   right to participate in such arbitration, we shall be
		   bound, as guarantor, by any award of the arbitrators and
		   by the order of any court in Canada or the United States
		   which is issued for the purpose of enforcing such award;
		   and

          (d)  this Guarantee has been duly authorized by all
               necessary corporate action and is our valid, binding
               obligation enforceable in accordance with its terms.

This  guarantee  shall  be  governed  by  and  construed  in
accordance with the laws of the Province of Quebec  and  the
laws of Canada applicable thereto.

The  Owner,  the Builder and ourselves confirm  that  it  is
their  wish  that  this  Guarantee, as  well  as  any  other
documents relating to this Guarantee, including notices  and
demands,  have  been and shall be drawn up  in  the  English
language  only.  Les parties aux presentes  confirment  leur
volonte   que  cette  convention,  de  meme  que  tous   les
documents, y compris tous avis et demandes,  soient  rediges
en anglais seulement.

Any notice hereunder shall be sent by post or fax (confirmed
by  registered  mail) to ourselves at the  address  and  fax
number set out above.

TORCH OFFSHORE INC


/s/ Lyle G. Stockstill
-------------------------

Lyle G. Stockstill, Chairman of the Board of Directors
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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 22,
                    2003 (April 15, 2003)

             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 5.   OTHER EVENTS AND REQUIRED FD DISCLOSURE.

On  April  15,  2003, Torch Offshore, Inc.  (the  "Company")
issued a press release announcing that substantially all  of
the  conditions required for the conversion contract for the
conversion of the Midnight Express, entered into with  Davie
Maritime  Inc.  of Quebec, Canada, through  its  subsidiary,
Torch  Express,  L.L.C.,  to  become  effective  have   been
satisfied. The remaining conditions to be satisfied are  the
closing  of  the  Company's  $60.0  million  financing  with
Regions Bank and Export Development Canada (EDC) to fund the
conversion  of  the  Midnight  Express  and  the  issue   by
Investissement Quebec of the required performance bond.  The
Company  expects  that these conditions  will  be  satisfied
soon.

A  copy of the Company's press release announcing the  above
is  filed as an exhibit to this Form 8-K and is incorporated
herein by reference.

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 Press release dated April 15, 2003.

     99.2 First  Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.3 Second Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.4 Third  Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.5 Fourth  Amendment  to the Conversion  Contract  dated
          December 3, 2002 between Davie Maritime, Inc. as Builder,
          and Torch Express L.L.C., as Owner

     99.6 Fifth Amendment to the Conversion Contract made as of
          December 3, 2002 between Davie Maritime, Inc. a company
          organized and existing under the laws of Canada, and Torch
          Express L.L.C., a company organized and existing under the
          laws of Louisiana

     99.7 Parent  Company Guarantee to Davie Maritime Inc. from
          Torch Offshore, Inc.

                          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 22, 2003          -------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description

     99.1 Press release dated April 15, 2003.

     99.2 First Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.3 Second Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.4 Third  Amendment to the Conversion Contract  dated
          December 3, 2002 between Davie Maritime,  Inc.  as
          Builder, and Torch Express L.L.C., as Owner

     99.5 Fourth  Amendment  to the Conversion  Contract  dated
          December 3, 2002 between Davie Maritime, Inc. as Builder,
          and Torch Express L.L.C., as Owner

     99.6 Fifth Amendment to the Conversion Contract made as of
          December 3, 2002 between Davie Maritime, Inc. a company
          organized and existing under the laws of Canada, and Torch
          Express L.L.C., a company organized and existing under the
          laws of Louisiana

     99.7 Parent  Company Guarantee to Davie Maritime Inc. from
          Torch Offshore, Inc.

                                                    EXHIBIT 99.1

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

    Torch Offshore - Midnight Express Conversion Contract

New Orleans, Louisiana USA, April 15, 2003

Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced  today that all of the conditions of the  contract
for  the  conversion of the Midnight Express,  entered  into
with Davie Maritime Inc. (the "Shipyard") of Quebec, Canada,
through  its  subsidiary, Torch Express  L.L.C.,  to  become
unconditionally effective have been satisfied except for the
closing  of  the  Company's  $60.0  million  financing  with
Regions Bank and Export Development Canada (EDC) to fund the
conversion  of  the  Midnight  Express  and  the  issue   by
Investissement  Quebec  of  the required  performance  bond,
expected to occur soon.

The total value of the conversion contract with the Shipyard
is  approximately  $37.0 million, which represents  a  major
portion of the expected cost to convert the vessel to a DP-2
offshore  pipelay and construction vessel with a total  cost
of approximately $90.0 million. The vessel is expected to be
delivered to the Company's active fleet in the first quarter
of   2004,  after  sea  trials.  The  Company  has  incurred
approximately  $31.0  million of costs associated  with  the
conversion through March 31, 2003.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "The progress  made  to  date
shows  the  Company's commitment to our expansion  into  the
deepwater  and  our  confidence in Davie Maritime  Inc.  The
Midnight  Express has been drydocked at the  Davie  Maritime
Inc. shipyard and we have continued to move forward with our
third  party suppliers of various aspects of the conversion,
including  the  construction of our  patent-pending  pipelay
system.  In  addition,  we continue  to  work  closely  with
Regions Bank and EDC to finalize the finance portion of  the
conversion."

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 modification and/or conversion
timing and cost of the Midnight Express, the capabilities of
the  Midnight  Express, the Company's  ability  to  use  its
capital   resources  for  the  conversion  of  the  Midnight
Express,  and  the timing for completion of  the  conversion
financing.   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.

                                              EXHIBIT 99.2

FIRST AMENDMENT TO THE CONVERSION CONTRACT dated December 3,
2002  between  DAVIE MARITIME, INC., as Builder,  and  TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article 29.4 provides that the Conversion Contract
          will become null and void at the expiry of 90 days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The parties wish to extend such date.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "90" where it appears in Article  29.4
          of  the  Contract is hereby deleted  and  replaced
          with the figure "106".

2.        The  Contract is in all other respects is  hereby
          confirmed.

IN  WITNESS  WHEREOF  the  parties have  caused  this  First
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of March 3, 2003.

                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
    	                           Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill

                                                EXHIBIT 99.3

SECOND  AMENDMENT TO THE CONVERSION CONTRACT dated  December
3,  2002 between DAVIE MARITIME, INC., as Builder, and TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article  29.4  as amended provides  that  it  will
          become  null  and void at the expiry of  106  days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The  parties  wish  to extend  such  expiry  date
          further.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "106" where it appears in Article 29.4
          of  the Contract as amended is hereby deleted  and
          replaced with the figure "111".

2.        The  Contract  is  in all other  respects  hereby
          confirmed.

IN  WITNESS  WHEREOF  the parties have  caused  this  Second
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of March 19, 2003.

                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill

                                                EXHIBIT 99.4

THIRD AMENDMENT TO THE CONVERSION CONTRACT dated December 3,
2002  between  DAVIE MARITIME, INC., as Builder,  and  TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article  29.4  as amended provides  that  it  will
          become  null  and void at the expiry of  111  days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The  parties  wish  to extend  such  expiry  date
          further.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "111" where it appears in Article 29.4
          of  the Contract as amended is hereby deleted  and
          replaced with the figure "120".

2.        The  Contract  is  in all other  respects  hereby
          confirmed.

IN  WITNESS  WHEREOF  the parties have  caused  this  Second
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of March 24, 2003.

                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill

                                                EXHIBIT 99.5

FOURTH  AMENDMENT TO THE CONVERSION CONTRACT dated  December
3,  2002 between DAVIE MARITIME, INC., as Builder, and TORCH
EXPRESS L.L.C., as Owner

WHEREAS:

A.        Article  29.4  as amended provides  that  it  will
          become  null  and void at the expiry of  120  days
          after  its  date of execution unless by such  date
          specified conditions have been either satisfied or
          waived; and

B.        The  parties  wish  to extend  such  expiry  date
          further.

WITNESSETH that the parties have agreed as follows:

1.        The  figure "120" where it appears in Article 29.4
          of  the Contract as amended is hereby deleted  and
          replaced with the figure "128".

2.        The  Contract  is  in all other  respects  hereby
          confirmed.

IN  WITNESS  WHEREOF  the parties have  caused  this  Second
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of April 2, 2003.

                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill

                                                EXHIBIT 99.6

FIFTH  AMENDMENT  TO  THE CONVERSION  CONTRACT  made  as  of
December  3,  2002 between DAVIE MARITIME  INC.,  a  company
organized  and  existing  under the  laws  of  Canada  whose
registered office address is 22 George D. Davie Rd.,  Levis,
Quebec  G6V 8V5 in the city and judicial district of Quebec,
Province  of  Quebec, represented by Mr.  Richard  Bertrand,
duly  authorized  to act hereunder, as  he  so  states  (the
"Builder"),  and  TORCH EXPRESS L.L.C., a company  organized
and  existing  under the laws of Louisiana whose  registered
office  address is 401 Whitney Ave., Gretna, LA  70056  USA.
(the "Owner").

WHEREAS:

1.         Builder  and  Owner are parties to  a  Conversion
Contract  dated December 3, 2002 which was amended effective
March 3, 19, 24 and April 2, 2003.

2.         The parties wish to amend the Conversion Contract
as so amended (the "Amended Contract") as provided herein.

WITNESSETH  that  the  Builder  and  Owner  have  agreed  as
follows:

1.         The definition of "Contractual Re-Delivery  Date"
is  hereby  amended  to  read as follows:  "Contractual  Re-
Delivery  Date"  means  the date which  is  357  days  after
January 3, 2003, as extended by the duration of any  one  or
more periods of Permissible Delay; provided that Owner shall
have  authorized  in  writing the  performance  by  Builder,
during the period commencing with the Contract Signing  Date
(notwithstanding  that the Contract shall  not  have  become
effective), of that portion of the Work specified by Builder
in its letter to Owner dated November 27, 2003."

2.         Article  6  of  the Amended  Contract  is  hereby
amended by adding at the end thereof the following:

          "Each  invoice delivered by  Builder  to
          Owner shall include a certificate to  be
          signed   by  Builder's  chief  executive
          officer   or  chief  financial   officer
          addressed  to  Owner  and  the   lenders
          referred to in Article 4.6(a),  in  form
          and  substance  satisfactory  to  Owner,
          certifying to the effect that, except as
          may  be  set forth therein, (a)  Builder
          has made full and timely payment for all
          labour,    services,    materials    and
          equipment    provided   by    employees,
          suppliers,  subcontractors,  agents  and
          governments in connection with the  Work
          or  the Ship (except amounts the payment
          of which is being disputed in good faith
          by   Builder);  and  (b)   to  the  best
          knowledge  and  belief  of  the   person
          signing  such  certificate no  employee,
          supplier,   subcontractor,   agent    or
          government  has filed any  claim  for  a
          Lien  (as  defined  in  Article  4.6(a))
          against the Work or the Ship arising out
          of   the   provision  of   any   labour,
          services,  materials  or  equipment   in
          connection  with the Work or  the  Ship.
          Owner  shall not be obligated to pay  an
          invoice unless it is accompanied by such
          certificate."

3.         Article  9.7  of the Amended Contract  is  hereby
deleted and replaced with the following:

          "9.7 In the event that the date on which
          Re-Delivery of the Ship takes place (the
          "Actual Re-Delivery Date") occurs on  or
          before November 19, 2003 (as extended by
          the  duration of any one or more periods
          of  "Permissible Delay", the "Bonus  Re-
          Delivery Date"), Owner shall pay Builder
          a  daily  bonus based on the  number  of
          days  by  which  the Actual  Re-Delivery
          Date  is  earlier  than  the  Bonus  Re-
          Delivery  Date  less a grace  period  of
          seven (7) days, determined as follows:

          (a)   if  the  Actual  Re-Delivery  Date
          occurs  within  seven (7) and  seventeen
          (17)  days  before the Bonus Re-Delivery
          Date, $12,500 for each day by which  the
          Actual Re-Delivery Date is earlier  than
          the Bonus Re-Delivery Date, and

          (b)   if  the  Actual  Re-Delivery  Date
          occurs more than seventeen (17) but less
          than  thirty-one  (31) days  before  the
          Bonus Re-Delivery Date, $17,500 for each
          day by which the Actual Re-Delivery Date
          is  earlier than the seventeenth  (17th)
          day  before the Bonus Re-Delivery  Date,
          and

          (c)   if  the  Actual  Re-Delivery  Date
          occurs more than thirty (30) days before
          the  Bonus Re-Delivery Date, $25,000 for
          each day by which the Actual Re-Delivery
          Date   is  earlier  than  the  thirtieth
          (30th)  day before the Bonus Re-Delivery
          Date;

          provided,  however,  that  the   maximum
          amount  payable by Owner to  Builder  by
          way  of  bonus  under this  Article  9.7
          shall  not exceed five per cent (5%)  of
          the  Contract Price as amended from time
          to time."

4.         The  following is hereby added as Article 9.8  of
the Amended Contract:

          "9.8       Should ice formation  on  the
          St.  Lawrence Seaway, prevent  the  safe
          operation   of  the  Ship,  the   delays
          incurred by the Builder to proceed  with
          the   performance  of  Sea   Trials   or
          preventing the departure of the Ship  to
          perform  Sea Trials or its return  after
          Sea Trials, shall constitute a period of
          Permissible  Delay.  In as much  as  ice
          formation  should only  delay  the  safe
          return of the Ship to the shipyard after
          Sea  Trials,  the Owner may elect,  once
          the  Sea  Trials are completed, to  have
          the   Remedial  Work  completed  by  the
          Builder  in  facilities other  than  the
          Yard.   If such an election is  made  by
          the Owner, all costs associated with the
          Remedial Work which are in excess of the
          cost  for  the  Builder to complete  the
          Remedial Work at the shipyard, shall  be
          paid  by  the  Owner. In the  event  the
          Owner  elects  to  have  Remedial   Work
          completed  by the Builder in  facilities
          other  than the Yard may also  elect  to
          take  Re-Delivery of  the  Ship  in  the
          alternative facilities as opposed to the
          Yard  as specified in Article 10.6   but
          always subject to all other portions  of
          Article 10.  "

5.    Article  12.3(a)  of the Amended  Contract  is  hereby
amended by adding at the end thereof the following:

          "All   policies  to  be  maintained   by
          Builder   in  accordance  with   Article
          12.2(a)  shall  name  Regions  Bank,  as
          Agent,  as  additional  insured  as  its
          interests may appear."

6.         Article  14  of  the Amended Contract  is  hereby
amended by adding at the end thereof the following:

          "It  is also understood and agreed that:
          (A)    for   the   purposes    of    the
          parenthetical wording in Article 14.3(a)
          and the definition of Permissible Delay,
          neither  the  taking of  any  action  by
          Samir or any other creditor of the  Yard
          or any related assets, nor any change in
          the   status  of  the  Working   Capital
          Facility  Guarantee shall  constitute  a
          Force Majeure Event or Development;  and
          (B)  the  rights and remedies  of  Owner
          under  or  pursuant to  the  Performance
          Bond  are  without  limitation  of   the
          rights  and remedies of Owner  under  or
          pursuant to the Contract."

7.         Article  15.1 of the Amended Contract  is  hereby
amended to add the following as the third sentence thereof:

          "If  Builder  is  in breach  or  default
          under  this  Article  15.1  and  if  the
          aggregate amount of such unpaid items is
          more  than  $10,000, Owner shall,  among
          other  things, have the right to  deduct
          the  amount  of  any such  unpaid  items
          (whether   or  not  a  Lien   has   been
          asserted)  from any payments  due  under
          the  Amended  Contract.  Such  deduction
          shall  be valid until such time as,  for
          each  unpaid  item,  Builder  (a)  gives
          Owner  an  acquittance  issued  by   any
          suppliers, subcontractors and/or workmen
          for   such  unpaid  item  in  form   and
          substance   reasonably   acceptable   to
          Owner,  (b) gives Owner further security
          protecting  Owner,  in  such  form   and
          amount  as Owner may reasonably require,
          against  any claims against the Ship  or
          the  Owner  that could be  made  by  any
          suppliers, subcontractors and/or workmen
          for such unpaid item, or (c) establishes
          to  the reasonable satisfaction of Owner
          that  no claims against the Ship or  the
          Owner  could  be made by any  suppliers,
          subcontractors and/or workmen  for  such
          unpaid item."

8.         The  Amended  Contract is in all  other  respects
hereby confirmed.

IN  WITNESS  WHEREOF  the  parties have  caused  this  Fifth
Amendment  to  the  Contract to  be  signed  by  their  duly
authorized signatories as of April 11, 2003.

                                 DAVIE MARITIME INC.

                                 By: /s/ Richard Bertrand
					   ------------------------
                                 Richard Bertrand

                                 TORCH EXPRESS L.L.C.

                                 By: /s/ Lyle Stockstill
					   ------------------------
                                 Lyle Stockstill

                                                EXHIBIT 99.7

                                              April 11, 2003

Davie Maritime Inc.
22 rue George D. Davie
Levis, Quebec G6V 8V5

            Midnight Express Conversion Contract

Gentlemen:

We  refer  to the Midnight Express Conversion Contract  (the
"Contract")  dated  December 3,  2002  made  among  you,  as
builder  (the  "Builder"), and our wholly-owned  subsidiary,
Torch Express L.L.C., as owner (the "Owner"), in respect  of
the  conversion of the "Midnight Express" into a dynamically
positioned pipe-laying vessel.

In  consideration of your entry into the Contract, we hereby
irrevocably and unconditionally guarantee to you that  Owner
will  duly and punctually observe and perform all terms  and
conditions   contained  in  and  discharge  all  obligations
required under the Contract.

This  guarantee  shall be a continuing guarantee  and  shall
remain  in force and effect until all obligations  of  Owner
under   the   Contract  have  been  fully  and   completely.
Furthermore, we hereby consent, subject to notification,  to
any  changes, extensions or adjustments of the Contract  and
agree  that no such changes, extensions or adjustments shall
discharge us from any liability herein in whole or in part.

We further represent, warrant and agree that:

          (a)  our obligations as guarantor shall, without limitation,
               include the obligation to provide Owner with sufficient
               funds to cure any default promptly following the giving
		   by you of any notice of default;

	    (b)  our obligations hereunder shall not be affected by any
               act, omission, matter or thing which might, but for this
               provision, operate to release or otherwise exonerate from
               our liabilities hereunder including without limitation:

               (i)  any time or waiver granted to Owner, or

               (ii) any delay or omission on the part of yourselves in
                    exercising any rights, powers or remedies available
                    to you against Owner;

          (c)  as provided in Article 20.2 of the Contract, we shall
               be a party to any arbitration conducted in accordance
		   with such Article and, whether or not we exercise our
		   right to participate in such arbitration, we shall be
		   bound, as guarantor, by any award of the arbitrators and
		   by the order of any court in Canada or the United States
		   which is issued for the purpose of enforcing such award;
		   and

          (d)  this Guarantee has been duly authorized by all
               necessary corporate action and is our valid, binding
               obligation enforceable in accordance with its terms.

This  guarantee  shall  be  governed  by  and  construed  in
accordance with the laws of the Province of Quebec  and  the
laws of Canada applicable thereto.

The  Owner,  the Builder and ourselves confirm  that  it  is
their  wish  that  this  Guarantee, as  well  as  any  other
documents relating to this Guarantee, including notices  and
demands,  have  been and shall be drawn up  in  the  English
language  only.  Les parties aux presentes  confirment  leur
volonte   que  cette  convention,  de  meme  que  tous   les
documents, y compris tous avis et demandes,  soient  rediges
en anglais seulement.

Any notice hereunder shall be sent by post or fax (confirmed
by  registered  mail) to ourselves at the  address  and  fax
number set out above.

TORCH OFFSHORE INC

/s/ Lyle G. Stockstill
-------------------------

Lyle G. Stockstill, Chairman of the Board of Directors