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):
                August 12, 2004 (August 12, 2004)
                     ___________________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

                         000-32855
                   (Commission File Number)

          Delaware                        74-2982117
(State or Other Jurisdiction of         (IRS Employer
Incorporation or Organization)        Identification No.)

   401 Whitney Avenue, Suite 400
        Gretna, Louisiana                   70056-2596
(Address of Principal Executive Offices)    (Zip Code)

      Registrant's Telephone Number, Including Area Code:
                        (504)367-7030

ITEM 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description
-----------                   ------------
  99.1        Torch  Offshore, Inc. Press Release, dated
              August 12, 2004.


ITEM 12.  RESULT OF OPERATIONS AND FINANCIAL CONDITION.

On  August  12,  2004, Torch Offshore, Inc. (the  "Company")
issued a press release announcing operating results for  the
quarter ended June 30, 2004. A copy of this press release is
furnished as Exhibit 99.1 to this report and incorporated by
reference herein.

The  Company has presented its EBITDA, as adjusted, for  the
three-  and  six-month periods ended June 30,  2004  in  the
press release, which is a "non-GAAP" financial measure under
Regulation  G.  The components of EBIDTA, as  adjusted,  are
computed   by   using  amounts,  which  are  determined   in
accordance   with  GAAP.  As  part  of  our  press   release
information, we have provided a reconciliation of EBITDA, as
adjusted,   to  net  income/loss,  which  is   its   nearest
comparable GAAP financial measure. However, because  EBITDA,
as  adjusted,  is not based on any standardized  methodology
prescribed  by  GAAP,  it is not necessarily  comparable  to
similar  measures presented by other companies. The  Company
included  EBITDA, as adjusted, in the press release  because
it  believes  that  it  uses this  measure  as  an  internal
benchmark  against  certain performance  objectives  and  to
provide  investors and creditors additional  information  in
assessing  the Company's business in comparison to  industry
and other market competitive standards.


                          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: August 12, 2004         -------------------------
                              Robert E. Fulton
                              Chief Financial Officer


                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------
  99.1         Torch  Offshore, Inc. Press Release, dated
               August 12, 2004.


                                             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 Announces 2004 Second Quarter Earnings

New Orleans, Louisiana USA, August 12, 2004

SECOND QUARTER RESULTS
Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced today that revenues for the quarter ended June 30,
2004  were  $19.0  million,  an  increase  of  37.1  percent
compared to revenues of $13.9 million for the second quarter
of  2003. Gross profit (revenues less cost of sales) for the
second  quarter of 2004 was $1.7 million or 9.1  percent  of
revenues compared to the second quarter 2003 gross profit of
$1.4  million or 9.9 percent of revenues. The second quarter
2004  net loss was $2.4 million, or $0.19 per diluted share,
compared  to  the  net loss in the second quarter  of  2003,
which was $1.2 million, or $0.09 per diluted share. Included
in  the second quarter 2004 net loss is an impairment charge
of  $0.6 million, or $0.05 per diluted share, related to the
scrapping of the Midnight Runner.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "We had a  relatively  strong
increase  in  revenues  in the second  quarter  of  2004  as
compared  to the year-ago period. However, our gross  profit
margin  remained low despite an increase in average  revenue
per revenue day because of increased vessel operating costs.
Looking forward to the third quarter of 2004, there are some
good potential opportunities for the Company, including  the
arrival  of  the Midnight Brave in Africa for  the  Marathon
Alba project, which is expected to commence in August 2004."

Stockstill  continued,  "As for the  Midnight  Express,  the
vessel is expected to arrive in Mobile, Alabama in the third
week  of  August depending on weather conditions. It  should
remain  in  port there for approximately 30  days  as  final
installations and vessel rig-up takes place. We continue  to
remain  positive about the potential this vessel will  bring
to the Company in the near term. Also, we continue to remain
in  discussions with various potential customers for pipelay
work  for the vessel in the fourth quarter of 2004  and  the
first half of 2005."

FIRST HALF RESULTS
For  the  first half of 2004, revenues decreased 0.1 percent
to  $30.9 million generating a gross profit of $0.3  million
or  1.0  percent  of revenues, compared to  year-ago  period
revenues  of $30.9 million that produced a gross  profit  of
$4.7  million or 15.1 percent of revenues. The net loss  for
the  first six months of 2004 totaled $7.6 million, or $0.60
per diluted share, compared to the net loss in the first six
months of 2003, which was $1.1 million, or $0.09 per diluted
share. Included in the net loss for the first six months  of
2004  is an impairment charge of $0.6 million, or $0.05  per
diluted  share,  related to the scrapping  of  the  Midnight
Runner.

CONFERENCE CALL
A conference call will be held at 10:00 a.m. Central Time on
Thursday,  August  12,  2004. To participate  by  telephone,
United   States   callers  can  dial  (800)   295-4740   and
international callers can dial (617) 614-3925 ten to fifteen
minutes  prior to the starting time. The conference  ID  for
all  callers is 16632446. The conference call will  also  be
webcast  live on the Internet through the Investor Relations
page on the Company's web site, www.torchinc.com.

The call will be available for replay beginning at 1:00 p.m.
(Central  Time) on Thursday, August 12, 2004 and  ending  at
midnight  (Central Time) on Wednesday, August 18, 2004.  For
callers  in the United States, the toll-free number for  the
replay  is  (888) 286-8010. For international  callers,  the
number  is (617) 801-6888. The conference ID for all callers
for the replay is 11400851. All individuals listening to the
conference  call  or  the  replay  are  reminded  that   all
conference  call material is copyrighted by Torch  Offshore,
Inc.  and  cannot be recorded or rebroadcast  without  Torch
Offshore, Inc.'s express written consent.

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 timing  of  the  arrival  and
completion  of  the  Midnight  Express  and  the   potential
workload  for the vessel in the future. 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.
                                                   PR 04-018
                            # # #

                       TORCH OFFSHORE, INC.
               Statements of Operations (Unaudited)
              (in thousands, except per share data)

                       Three Months Ended  Six Months Ended
                            June 30,           June 30,
                       ------------------  ----------------
                         2004      2003     2004     2003
                         ----      ----     ----     ----
Revenues               $19,020   $13,876  $30,862  $30,905
Cost of revenues:
   Cost of sales        17,295    12,500   30,539   26,245
   Depreciation and
     amortization        2,640     1,822    4,749    3,649
   General and
     administrative
     expenses            1,441     1,348    3,056    2,703
   Other operating
     expense                 -         -      160        -
                        ------    ------   ------   ------
      Total cost of
        revenues        21,376    15,670   38,504   32,597
                        ------    ------   ------   ------
Operating loss          (2,356)   (1,794)  (7,642)  (1,692)
                        ------    ------   ------   ------
Other income:
   Interest income           -         -        -        1
                        ------    ------   ------   ------
  Total other income         -         -        -        1
                        ------    ------   ------   ------
Loss before income
  taxes                 (2,356)   (1,794)  (7,642)  (1,691)
Income tax benefit           -       628        -      592
                        ------    ------   ------   ------
Net loss               $(2,356)  $(1,166) $(7,642) $(1,099)
                        ======    ======   ======   ======

Net loss per common
  share:
     Basic             $ (0.19)  $ (0.09) $ (0.60) $ (0.09)
                        ======    ======   ======   ======
     Diluted           $ (0.19)  $ (0.09) $ (0.60) $ (0.09)
                        ======    ======   ======   ======

Weighted average common
  stock outstanding:
     Basic              12,640    12,636   12,639   12,636
                        ======    ======   ======   ======
     Diluted            12,640    12,636   12,639   12,636
                        ======    ======   ======   ======
Other data:
   EBITDA (A),(B)      $   284   $    28  $(2,893) $ 1,957
                        ======    ======   ======   ======

(A) The Company calculates EBITDA as earnings before net
interest, income taxes, depreciation and amortization and
certain other vessel charges. Please see Consolidated
Balance Sheet and Other Information included in this News
Release for a reconciliation of EBITDA to net loss. EBITDA
is presented here to provide additional information about
our operations. EBITDA is not a calculation based on
generally accepted accounting principles (GAAP) and should
not be considered as an alternative to net income/loss, as
an indicator of our operating performance or as an
alternative to cash flow as a better measure of liquidity.
In addition, our EBITDA calculation may not be comparable
to similarly titled measures of other companies.



                     TORCH OFFSHORE, INC.
 Condensed Balance Sheet and Other Information (Unaudited)
            (in thousands, except per share data)


                                June 30,  December 31,
                                  2004        2003
                                --------   ---------
Assets
Current assets                  $ 23,133    $ 24,081
Property, net                    166,314     143,266
Other assets                       4,254       2,559
                                --------    --------
     Total assets               $193,701    $169,906
                                ========    ========

Liabilities and
  Stockholders' Equity
Accounts payable - trade        $ 17,019    $ 15,148
Accrued expenses and other        12,487       7,707
Midnight Express Finance Facility 69,870      45,639
Current portion of long-term debt  3,922       3,396
Receivable line of credit          8,912       7,227
                                --------    --------
     Total current liabilities   112,210      79,117
Long-term debt, less
  current portion                 18,341      20,057
Stockholders' equity              63,150      70,732
                                --------    --------
     Total liabilities and
       stockholders' equity     $193,701    $169,906
                                ========    ========


                       Three Months Ended  Six Months Ended
                            June 30,           June 30,
                       ------------------  ----------------
                         2004      2003     2004     2003
                         ----      ----     ----     ----
EBITDA Reconciliation(B):
     Net loss          $(2,356)  $(1,166) $(7,642) $(1,099)
     Income tax benefit      -      (628)       -     (592)
     Other income            -         -        -       (1)
     Depreciation and
      amortization       2,640     1,822    4,749    3,649
                        ------    ------   ------   ------
     EBITDA            $   284   $    28  $(2,893) $ 1,957
                        ======    ======   ======   ======

(B) We have disclosed EBITDA, a non-GAAP measure determined
as described in item (A) above, because we use this measure
as an internal benchmark against certain performance
objectives and to provide investors and creditors additional
information in assessing our business in comparison to
industry and other market competitive standards.
[{"type": "8-K", "sequence": "1", "filename": "secondqtr8k.txt", "description": "SECOND QUARTER EARNINGS FORM 8-K", "secsgml_size_bytes": 15023}]
{"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": "04968542"}, "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):
                August 12, 2004 (August 12, 2004)
                     ___________________

                    TORCH OFFSHORE, INC.
   (Exact Name of Registrant as Specified in its Charter)

                         000-32855
                   (Commission File Number)

          Delaware                        74-2982117
(State or Other Jurisdiction of         (IRS Employer
Incorporation or Organization)        Identification No.)

   401 Whitney Avenue, Suite 400
        Gretna, Louisiana                   70056-2596
(Address of Principal Executive Offices)    (Zip Code)

      Registrant's Telephone Number, Including Area Code:
                        (504)367-7030

ITEM 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits.

          The following exhibits are filed herewith:

Exhibit No.                   Description
-----------                   ------------
  99.1        Torch  Offshore, Inc. Press Release, dated
              August 12, 2004.

ITEM 12.  RESULT OF OPERATIONS AND FINANCIAL CONDITION.

On  August  12,  2004, Torch Offshore, Inc. (the  "Company")
issued a press release announcing operating results for  the
quarter ended June 30, 2004. A copy of this press release is
furnished as Exhibit 99.1 to this report and incorporated by
reference herein.

The  Company has presented its EBITDA, as adjusted, for  the
three-  and  six-month periods ended June 30,  2004  in  the
press release, which is a "non-GAAP" financial measure under
Regulation  G.  The components of EBIDTA, as  adjusted,  are
computed   by   using  amounts,  which  are  determined   in
accordance   with  GAAP.  As  part  of  our  press   release
information, we have provided a reconciliation of EBITDA, as
adjusted,   to  net  income/loss,  which  is   its   nearest
comparable GAAP financial measure. However, because  EBITDA,
as  adjusted,  is not based on any standardized  methodology
prescribed  by  GAAP,  it is not necessarily  comparable  to
similar  measures presented by other companies. The  Company
included  EBITDA, as adjusted, in the press release  because
it  believes  that  it  uses this  measure  as  an  internal
benchmark  against  certain performance  objectives  and  to
provide  investors and creditors additional  information  in
assessing  the Company's business in comparison to  industry
and other market competitive standards.

                          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: August 12, 2004         -------------------------
                              Robert E. Fulton
                              Chief Financial Officer

                      INDEX TO EXHIBITS

Exhibit No.                   Description
-----------                   -----------
  99.1         Torch  Offshore, Inc. Press Release, dated
               August 12, 2004.

                                             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 Announces 2004 Second Quarter Earnings

New Orleans, Louisiana USA, August 12, 2004

SECOND QUARTER RESULTS
Torch   Offshore,   Inc.  (NASDAQ:  TORC)  (the   "Company")
announced today that revenues for the quarter ended June 30,
2004  were  $19.0  million,  an  increase  of  37.1  percent
compared to revenues of $13.9 million for the second quarter
of  2003. Gross profit (revenues less cost of sales) for the
second  quarter of 2004 was $1.7 million or 9.1  percent  of
revenues compared to the second quarter 2003 gross profit of
$1.4  million or 9.9 percent of revenues. The second quarter
2004  net loss was $2.4 million, or $0.19 per diluted share,
compared  to  the  net loss in the second quarter  of  2003,
which was $1.2 million, or $0.09 per diluted share. Included
in  the second quarter 2004 net loss is an impairment charge
of  $0.6 million, or $0.05 per diluted share, related to the
scrapping of the Midnight Runner.

Lyle  G. Stockstill, Torch Offshore, Inc. Chairman and Chief
Executive  Officer, commented, "We had a  relatively  strong
increase  in  revenues  in the second  quarter  of  2004  as
compared  to the year-ago period. However, our gross  profit
margin  remained low despite an increase in average  revenue
per revenue day because of increased vessel operating costs.
Looking forward to the third quarter of 2004, there are some
good potential opportunities for the Company, including  the
arrival  of  the Midnight Brave in Africa for  the  Marathon
Alba project, which is expected to commence in August 2004."

Stockstill  continued,  "As for the  Midnight  Express,  the
vessel is expected to arrive in Mobile, Alabama in the third
week  of  August depending on weather conditions. It  should
remain  in  port there for approximately 30  days  as  final
installations and vessel rig-up takes place. We continue  to
remain  positive about the potential this vessel will  bring
to the Company in the near term. Also, we continue to remain
in  discussions with various potential customers for pipelay
work  for the vessel in the fourth quarter of 2004  and  the
first half of 2005."

FIRST HALF RESULTS
For  the  first half of 2004, revenues decreased 0.1 percent
to  $30.9 million generating a gross profit of $0.3  million
or  1.0  percent  of revenues, compared to  year-ago  period
revenues  of $30.9 million that produced a gross  profit  of
$4.7  million or 15.1 percent of revenues. The net loss  for
the  first six months of 2004 totaled $7.6 million, or $0.60
per diluted share, compared to the net loss in the first six
months of 2003, which was $1.1 million, or $0.09 per diluted
share. Included in the net loss for the first six months  of
2004  is an impairment charge of $0.6 million, or $0.05  per
diluted  share,  related to the scrapping  of  the  Midnight
Runner.

CONFERENCE CALL
A conference call will be held at 10:00 a.m. Central Time on
Thursday,  August  12,  2004. To participate  by  telephone,
United   States   callers  can  dial  (800)   295-4740   and
international callers can dial (617) 614-3925 ten to fifteen
minutes  prior to the starting time. The conference  ID  for
all  callers is 16632446. The conference call will  also  be
webcast  live on the Internet through the Investor Relations
page on the Company's web site, www.torchinc.com.

The call will be available for replay beginning at 1:00 p.m.
(Central  Time) on Thursday, August 12, 2004 and  ending  at
midnight  (Central Time) on Wednesday, August 18, 2004.  For
callers  in the United States, the toll-free number for  the
replay  is  (888) 286-8010. For international  callers,  the
number  is (617) 801-6888. The conference ID for all callers
for the replay is 11400851. All individuals listening to the
conference  call  or  the  replay  are  reminded  that   all
conference  call material is copyrighted by Torch  Offshore,
Inc.  and  cannot be recorded or rebroadcast  without  Torch
Offshore, Inc.'s express written consent.

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 timing  of  the  arrival  and
completion  of  the  Midnight  Express  and  the   potential
workload  for the vessel in the future. 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.
                                                   PR 04-018
                            # # #

                       TORCH OFFSHORE, INC.
               Statements of Operations (Unaudited)
              (in thousands, except per share data)

                       Three Months Ended  Six Months Ended
                            June 30,           June 30,
                       ------------------  ----------------
                         2004      2003     2004     2003
                         ----      ----     ----     ----
Revenues               $19,020   $13,876  $30,862  $30,905
Cost of revenues:
   Cost of sales        17,295    12,500   30,539   26,245
   Depreciation and
     amortization        2,640     1,822    4,749    3,649
   General and
     administrative
     expenses            1,441     1,348    3,056    2,703
   Other operating
     expense                 -         -      160        -
                        ------    ------   ------   ------
      Total cost of
        revenues        21,376    15,670   38,504   32,597
                        ------    ------   ------   ------
Operating loss          (2,356)   (1,794)  (7,642)  (1,692)
                        ------    ------   ------   ------
Other income:
   Interest income           -         -        -        1
                        ------    ------   ------   ------
  Total other income         -         -        -        1
                        ------    ------   ------   ------
Loss before income
  taxes                 (2,356)   (1,794)  (7,642)  (1,691)
Income tax benefit           -       628        -      592
                        ------    ------   ------   ------
Net loss               $(2,356)  $(1,166) $(7,642) $(1,099)
                        ======    ======   ======   ======

Net loss per common
  share:
     Basic             $ (0.19)  $ (0.09) $ (0.60) $ (0.09)
                        ======    ======   ======   ======
     Diluted           $ (0.19)  $ (0.09) $ (0.60) $ (0.09)
                        ======    ======   ======   ======

Weighted average common
  stock outstanding:
     Basic              12,640    12,636   12,639   12,636
                        ======    ======   ======   ======
     Diluted            12,640    12,636   12,639   12,636
                        ======    ======   ======   ======
Other data:
   EBITDA (A),(B)      $   284   $    28  $(2,893) $ 1,957
                        ======    ======   ======   ======

(A) The Company calculates EBITDA as earnings before net
interest, income taxes, depreciation and amortization and
certain other vessel charges. Please see Consolidated
Balance Sheet and Other Information included in this News
Release for a reconciliation of EBITDA to net loss. EBITDA
is presented here to provide additional information about
our operations. EBITDA is not a calculation based on
generally accepted accounting principles (GAAP) and should
not be considered as an alternative to net income/loss, as
an indicator of our operating performance or as an
alternative to cash flow as a better measure of liquidity.
In addition, our EBITDA calculation may not be comparable
to similarly titled measures of other companies.

                     TORCH OFFSHORE, INC.
 Condensed Balance Sheet and Other Information (Unaudited)
            (in thousands, except per share data)

                                June 30,  December 31,
                                  2004        2003
                                --------   ---------
Assets
Current assets                  $ 23,133    $ 24,081
Property, net                    166,314     143,266
Other assets                       4,254       2,559
                                --------    --------
     Total assets               $193,701    $169,906
                                ========    ========

Liabilities and
  Stockholders' Equity
Accounts payable - trade        $ 17,019    $ 15,148
Accrued expenses and other        12,487       7,707
Midnight Express Finance Facility 69,870      45,639
Current portion of long-term debt  3,922       3,396
Receivable line of credit          8,912       7,227
                                --------    --------
     Total current liabilities   112,210      79,117
Long-term debt, less
  current portion                 18,341      20,057
Stockholders' equity              63,150      70,732
                                --------    --------
     Total liabilities and
       stockholders' equity     $193,701    $169,906
                                ========    ========

                       Three Months Ended  Six Months Ended
                            June 30,           June 30,
                       ------------------  ----------------
                         2004      2003     2004     2003
                         ----      ----     ----     ----
EBITDA Reconciliation(B):
     Net loss          $(2,356)  $(1,166) $(7,642) $(1,099)
     Income tax benefit      -      (628)       -     (592)
     Other income            -         -        -       (1)
     Depreciation and
      amortization       2,640     1,822    4,749    3,649
                        ------    ------   ------   ------
     EBITDA            $   284   $    28  $(2,893) $ 1,957
                        ======    ======   ======   ======

(B) We have disclosed EBITDA, a non-GAAP measure determined
as described in item (A) above, because we use this measure
as an internal benchmark against certain performance
objectives and to provide investors and creditors additional
information in assessing our business in comparison to
industry and other market competitive standards.