As filed with the Securities and Exchange Commission on May 29, 2001
                                                   Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SEABULK INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

                 Delaware                          65-0966399
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)             Identification Number)

                         2200 Eller Drive, P.O. Box 13038
                          Fort Lauderdale, Florida 33316
                                  (954) 523-2200
               (Address of Principal Executive Offices and Zip Code)




      Seabulk International, Inc. Amended and Restated Equity Ownership Plan
            Seabulk International, Inc. Stock Option Plan for Directors
                             (Full Title of the Plans)


                                  Alan R. Twaits
                Senior Vice President, General Counsel & Secretary
                         2200 Eller Drive, P.O. Box 13038
                          Fort Lauderdale, Florida 33316
                                  (954) 523-2200
           (Telephone number, including area code, of agent for service)


                                     Copy to:
                                  John F. Kearney
                             Dyer Ellis & Joseph, P.C.
                          600 New Hampshire Avenue, N.W.
                              Washington, D.C.  20037
                                  (202) 944-3000




<PAGE>




                                                                   3
<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE

----------------------------------- ------------------ ------------------- -------------------- -------------------

       Title of securities              Amount to       Proposed maximum    Proposed maximum        Amount of
         to be registered           be registered(1)     offering price    aggregate offering    registration fee
                                                         per share (2)          price (2)
----------------------------------- ------------------ ------------------- -------------------- -------------------
----------------------------------- ------------------ ------------------- -------------------- -------------------
<S>                                 <C>                <C>                 <C>                  <C>
Class A Common Stock, par value          975,000             $7.73            $7,536,750.00         $1,884.19
$.01 per share
----------------------------------- ------------------ ------------------- -------------------- -------------------
</TABLE>


(1)      This registration statement also covers an indeterminate number of
         shares which may become issuable under the stock options plans
         described herein in the event of stock-splits, dividends or similar
         transactions.
(2)      Pursuant to Rule 457(c) and (h), the proposed maximum aggregate
         offering price per share and the proposed maximum aggregate offering
         price are estimated solely for purposes of calculating the registration
         fee, and are based upon the average high and low prices of the Common
         Stock as reported by the Nasdaq National Market on May 25 , 2001.


<PAGE>







                                INTRODUCTION

         This Registration Statement on Form S-8 is filed by Seabulk
International, Inc., a Delaware corporation (the "Company"), to register 975,000
shares of the Company's Common Stock, par value $.01 per share, issuable from
time to time under the Company's Amended and Restated Equity Owership Plan and
the Company's Stock Option Plan for Directors.


                                         PART I

                  INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

         Pursuant to the general instructions for registration statements on
Form S-8, Part 1 (information required in the Section 10(a) Prospectus) is not
filed as part of this Registration Statement.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:

(a)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

(b)  Annual Report on Form 10-K for the fiscal year December 31, 2000; and

(c)  The description of the registrant's  Class A Common Stock,  $0.01 par value
     per share,  incorporated  by  reference  to the  registrant's  Registration
     Statement on Form S-3, Commission File No. 33-30390.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify each director and officer of the Company to the fullest extent
permitted from time to time by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in effect.
Section 145 of the General Corporation Law currently provides as follows:


     (a) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suite or proceeding,  whether civil, criminal,  administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director,  officer,  employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust,  or  other  enterprise,   against  expresses  (including
attorneys  fees)  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred  by the  person in  connection  with such  action,  suit or
proceeding if the person acted,  including  any appeal  thereof,  if he acted in
good  faith and in a manner  the  person  reasonably  believed  to be in, or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable  cause to believe the person's
conduct was unlawful.  The  termination  of any  proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a manner  which the  person  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

     (b) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit  proceeding by or in the right of the  corporation  to
procure  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director,  officer, employee, or agent of the corporation,  or is or was serving
at the request of the corporation as a director,  officer, employee, or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including  attorneys' fees),  actually and reasonably incurred
by the person in connection  with the defense or settlement of such  proceeding,
including any appeal thereof.  Such  indemnification  shall be authorized if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best  interests of the  corporation  and except that no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought of competent jurisdiction,  shall determine upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding  referred to in subsections  (a) and (b), or in defense of any claim,
issue,  or matter  therein,  such person shall be indemnified  against  expenses
(including  attorney's fees) actually and reasonably  incurred by such person in
connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination  shall be made with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination:

     (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding even though less than a quorum, or

     (2) by a committee of such  directors  designated  by majority vote of such
directors, even though less than a quorum, or;

     (3) if  there  are no such  directors,  of such  directors  so  direct,  by
independent legal counsel in a written opinion,

     (e) Expenses (including attorney's fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action suit or
proceeding may be paid by the corporation in advance of the final disposition of
such  proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately,  be determined that such
person is not found not to be entitled to be indemnified  by the  corporation as
authorized to this section.  Expenses incurred by other employees and agents may
be paid in advance  upon such terms or  conditions  that the board of  directors
deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors, or otherwise,  both as to action such person's official
capacity and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such  capacity,  or arising out of his
status as such, whether or not the corporation would have the power to indemnify
against such liability under of this section.

     (h) For purposes of this  section,  references  to the  "corporation""shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger, which if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee benefit plans;

     (j)  Indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee, or agent and shall inure to the benefit of the heirs,  executors,  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and  determine  all actions  for  advancement  of expenses  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

         The Registrant has purchased an insurance policy that provides for
indemnification of the Registrant's executive officers and directors for
liability resulting from their negligence, error, omission or breach of duty
while acting in their capacities as executive officers and directors on any
matter claimed against them by reason of their being executive officers and
directors.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

      4.1(a)*     Form of Common Stock Certificate reflecting the new name of
                  the Registrant (Domestic)

       5.1        Opinion of counsel as to the legality of securities being
                  registered

       4.6*       Amended and Restated Equity Ownership Plan

       4.7*       Stock Option Plan for Directors

     23.1         Consent of Ernst & Young

     23.2         Consent of Alan R. Twaits, Esq., General Counsel to the
                  Registrant

     24.1         Power of Attorney (included on page 9)



 *   Filed as exhibit of same number to the Registrant's Annual Report on Form
     10-K, File No. 000-28732, and incorporated herein by reference.


Item 9. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


<PAGE>



                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that Seabulk International, Inc., a
corporation organized under the laws of the State of Delaware (the
"Corporation"), and the undersigned officers and directors of the Corporation,
individually and in their respective capacities indicated below, hereby make,
constitute and appoint Alan R. Twaits, Michael Joseph and John F. Kearney its
and their true and lawful attorneys, their separate or joint signatures
sufficient to bind, with power of substitution, to execute, deliver and file in
its or their behalf, and in each person's respective capacity or capacities as
shown below, a registration statement on Form S-8 under the Securities Act of
1933, any and all amendments to and documents in support of or supplemental to
said registration statement by the Corporation; and the Corporation and each
said person hereby grant to said attorney full power and authority to do and
perform each and every act and thing whatsoever as said attorney may deem
necessary or advisable to carry out the full intent of this Power of Attorney to
the same extent and with the same effect as the Corporation or the undersigned
officers and directors of the Corporation might or could do personally in its or
their capacity or capacities as aforesaid; and the Corporation and each of said
persons hereby ratify, confirm and approve all acts and things that any one of
said attorneys may do or cause to be done by virtue of this Power of Attorney
and its signature or their signatures as the same may be signed by any one of
said attorneys to said registration statement and any and all amendments to and
documents in support of or supplemental to said registration statement and any
and all amendments thereto.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Ft. Lauderdale,
Florida, on the 25th day of May 2001.

                       SEABULK INTERNATIONAL, INC.

                                         *
                       By: ________________________________
                                 Gerhard E. Kurz
                            President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                                              TITLE                                         DATE
<S>                                 <C>                                                        <C>
            *                       President, Chief Executive Officer and                      May      , 2001
-----------------------
Gerhard E. Kurz                     Director


            *                       Senior Vice President and Chief Financial                   May      , 2001
-----------------------
J. Stephen Nouss                    Officer


            *                       Controller                                                 May      , 2001
-----------------------
Michael J. Pellicci

            *                       Director                                                    May      , 2001
-----------------------
James J. Gaffney

            *                       Director                                                    May      , 2001
-----------------------
Peter H. Cressy

            *                       Director                                                    May      , 2001
-----------------------
Jean Fitzgerald

            *                       Director                                                    May      , 2001
-----------------------
Robert L. Keiser

            *                       Director                                                    May      , 2001
-----------------------
John F. McGovern

            *                       Director                                                    May      , 2001
-----------------------
Thomas P. Moore, Jr.

            *                       Director                                                    May      , 2001
-----------------------
Donald R. Shepherd
</TABLE>



*By:/s/ ALAN R. TWAITS
   ---------------------------
       Alan R. Twaits
      Attorney-in-Fact

<PAGE>





                            INDEX TO EXHIBITS


Exhibit                                                          Sequentially
Number            Description of Document                        Numbered Page

4.1(a)*           Form of Common Stock Certificate reflecting the new name
                  of the Registrant (Domestic)

5.1               Opinion of counsel as to the legality of securities being
                  registered

4.6*              Amended and Restated Equity Ownership Plan

4.7*              Stock Option Plan for Directors

23.1              Consent of Ernst & Young

23.2              Consent of Alan R. Twaits, Esq., General Counsel to the
                  Registrant

24.1              Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "frms-8.txt", "description": "FORM S-8 FOR SEABULK INTERNATIONAL, INC.", "secsgml_size_bytes": 24643}]
{"company-data": {"conformed-name": "SEABULK INTERNATIONAL INC", "cik": "0000922341", "assigned-sic": "4412", "irs-number": "650524593", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61806", "film-number": "1649779"}, "business-address": {"street1": "2200 ELLER DR BLDG 27", "street2": "PO BOX 13038", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33316", "phone": "954-524-4200"}, "mail-address": {"street1": "2200 ELLER DR BLDG 27", "city": "FT LAUDERDALE", "state": "FL", "zip": "33316"}, "former-company": {"former-conformed-name": "HVIDE MARINE INC", "date-changed": "19940427"}}
As filed with the Securities and Exchange Commission on May 29, 2001
                                                   Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SEABULK INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

                 Delaware                          65-0966399
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)             Identification Number)

                         2200 Eller Drive, P.O. Box 13038
                          Fort Lauderdale, Florida 33316
                                  (954) 523-2200
               (Address of Principal Executive Offices and Zip Code)

      Seabulk International, Inc. Amended and Restated Equity Ownership Plan
            Seabulk International, Inc. Stock Option Plan for Directors
                             (Full Title of the Plans)

                                  Alan R. Twaits
                Senior Vice President, General Counsel & Secretary
                         2200 Eller Drive, P.O. Box 13038
                          Fort Lauderdale, Florida 33316
                                  (954) 523-2200
           (Telephone number, including area code, of agent for service)

                                     Copy to:
                                  John F. Kearney
                             Dyer Ellis & Joseph, P.C.
                          600 New Hampshire Avenue, N.W.
                              Washington, D.C.  20037
                                  (202) 944-3000
3
CALCULATION OF REGISTRATION FEE

----------------------------------- ------------------ ------------------- -------------------- -------------------

       Title of securities              Amount to       Proposed maximum    Proposed maximum        Amount of
         to be registered           be registered(1)     offering price    aggregate offering    registration fee
                                                         per share (2)          price (2)
----------------------------------- ------------------ ------------------- -------------------- -------------------
----------------------------------- ------------------ ------------------- -------------------- -------------------
Class A Common Stock, par value          975,000             $7.73            $7,536,750.00         $1,884.19
$.01 per share
----------------------------------- ------------------ ------------------- -------------------- -------------------
(1)      This registration statement also covers an indeterminate number of
         shares which may become issuable under the stock options plans
         described herein in the event of stock-splits, dividends or similar
         transactions.
(2)      Pursuant to Rule 457(c) and (h), the proposed maximum aggregate
         offering price per share and the proposed maximum aggregate offering
         price are estimated solely for purposes of calculating the registration
         fee, and are based upon the average high and low prices of the Common
         Stock as reported by the Nasdaq National Market on May 25 , 2001.
INTRODUCTION

         This Registration Statement on Form S-8 is filed by Seabulk
International, Inc., a Delaware corporation (the "Company"), to register 975,000
shares of the Company's Common Stock, par value $.01 per share, issuable from
time to time under the Company's Amended and Restated Equity Owership Plan and
the Company's Stock Option Plan for Directors.

                                         PART I

                  INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

         Pursuant to the general instructions for registration statements on
Form S-8, Part 1 (information required in the Section 10(a) Prospectus) is not
filed as part of this Registration Statement.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant hereby incorporates by reference into this registration
statement the following documents filed by the registrant with the Securities
and Exchange Commission:

(a)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;

(b)  Annual Report on Form 10-K for the fiscal year December 31, 2000; and

(c)  The description of the registrant's  Class A Common Stock,  $0.01 par value
     per share,  incorporated  by  reference  to the  registrant's  Registration
     Statement on Form S-3, Commission File No. 33-30390.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify each director and officer of the Company to the fullest extent
permitted from time to time by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in effect.
Section 145 of the General Corporation Law currently provides as follows:

     (a) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suite or proceeding,  whether civil, criminal,  administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director,  officer,  employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust,  or  other  enterprise,   against  expresses  (including
attorneys  fees)  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred  by the  person in  connection  with such  action,  suit or
proceeding if the person acted,  including  any appeal  thereof,  if he acted in
good  faith and in a manner  the  person  reasonably  believed  to be in, or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable  cause to believe the person's
conduct was unlawful.  The  termination  of any  proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a manner  which the  person  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

     (b) A corporation  shall have power to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit  proceeding by or in the right of the  corporation  to
procure  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director,  officer, employee, or agent of the corporation,  or is or was serving
at the request of the corporation as a director,  officer, employee, or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including  attorneys' fees),  actually and reasonably incurred
by the person in connection  with the defense or settlement of such  proceeding,
including any appeal thereof.  Such  indemnification  shall be authorized if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best  interests of the  corporation  and except that no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought of competent jurisdiction,  shall determine upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding  referred to in subsections  (a) and (b), or in defense of any claim,
issue,  or matter  therein,  such person shall be indemnified  against  expenses
(including  attorney's fees) actually and reasonably  incurred by such person in
connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination  shall be made with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination:

     (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding even though less than a quorum, or

     (2) by a committee of such  directors  designated  by majority vote of such
directors, even though less than a quorum, or;

     (3) if  there  are no such  directors,  of such  directors  so  direct,  by
independent legal counsel in a written opinion,

     (e) Expenses (including attorney's fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action suit or
proceeding may be paid by the corporation in advance of the final disposition of
such  proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately,  be determined that such
person is not found not to be entitled to be indemnified  by the  corporation as
authorized to this section.  Expenses incurred by other employees and agents may
be paid in advance  upon such terms or  conditions  that the board of  directors
deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors, or otherwise,  both as to action such person's official
capacity and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such  capacity,  or arising out of his
status as such, whether or not the corporation would have the power to indemnify
against such liability under of this section.

     (h) For purposes of this  section,  references  to the  "corporation""shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger, which if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee benefit plans;

     (j)  Indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee, or agent and shall inure to the benefit of the heirs,  executors,  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and  determine  all actions  for  advancement  of expenses  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).

         The Registrant has purchased an insurance policy that provides for
indemnification of the Registrant's executive officers and directors for
liability resulting from their negligence, error, omission or breach of duty
while acting in their capacities as executive officers and directors on any
matter claimed against them by reason of their being executive officers and
directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      4.1(a)*     Form of Common Stock Certificate reflecting the new name of
                  the Registrant (Domestic)

       5.1        Opinion of counsel as to the legality of securities being
                  registered

       4.6*       Amended and Restated Equity Ownership Plan

       4.7*       Stock Option Plan for Directors

     23.1         Consent of Ernst & Young

     23.2         Consent of Alan R. Twaits, Esq., General Counsel to the
                  Registrant

     24.1         Power of Attorney (included on page 9)

 *   Filed as exhibit of same number to the Registrant's Annual Report on Form
     10-K, File No. 000-28732, and incorporated herein by reference.

Item 9. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 that are incorporated by reference in
         the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that Seabulk International, Inc., a
corporation organized under the laws of the State of Delaware (the
"Corporation"), and the undersigned officers and directors of the Corporation,
individually and in their respective capacities indicated below, hereby make,
constitute and appoint Alan R. Twaits, Michael Joseph and John F. Kearney its
and their true and lawful attorneys, their separate or joint signatures
sufficient to bind, with power of substitution, to execute, deliver and file in
its or their behalf, and in each person's respective capacity or capacities as
shown below, a registration statement on Form S-8 under the Securities Act of
1933, any and all amendments to and documents in support of or supplemental to
said registration statement by the Corporation; and the Corporation and each
said person hereby grant to said attorney full power and authority to do and
perform each and every act and thing whatsoever as said attorney may deem
necessary or advisable to carry out the full intent of this Power of Attorney to
the same extent and with the same effect as the Corporation or the undersigned
officers and directors of the Corporation might or could do personally in its or
their capacity or capacities as aforesaid; and the Corporation and each of said
persons hereby ratify, confirm and approve all acts and things that any one of
said attorneys may do or cause to be done by virtue of this Power of Attorney
and its signature or their signatures as the same may be signed by any one of
said attorneys to said registration statement and any and all amendments to and
documents in support of or supplemental to said registration statement and any
and all amendments thereto.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Ft. Lauderdale,
Florida, on the 25th day of May 2001.

                       SEABULK INTERNATIONAL, INC.

                                         *
                       By: ________________________________
                                 Gerhard E. Kurz
                            President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                              TITLE                                         DATE
*                       President, Chief Executive Officer and                      May      , 2001
-----------------------
Gerhard E. Kurz                     Director

            *                       Senior Vice President and Chief Financial                   May      , 2001
-----------------------
J. Stephen Nouss                    Officer

            *                       Controller                                                 May      , 2001
-----------------------
Michael J. Pellicci

            *                       Director                                                    May      , 2001
-----------------------
James J. Gaffney

            *                       Director                                                    May      , 2001
-----------------------
Peter H. Cressy

            *                       Director                                                    May      , 2001
-----------------------
Jean Fitzgerald

            *                       Director                                                    May      , 2001
-----------------------
Robert L. Keiser

            *                       Director                                                    May      , 2001
-----------------------
John F. McGovern

            *                       Director                                                    May      , 2001
-----------------------
Thomas P. Moore, Jr.

            *                       Director                                                    May      , 2001
-----------------------
Donald R. Shepherd
*By:/s/ ALAN R. TWAITS
   ---------------------------
       Alan R. Twaits
      Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit                                                          Sequentially
Number            Description of Document                        Numbered Page

4.1(a)*           Form of Common Stock Certificate reflecting the new name
                  of the Registrant (Domestic)

5.1               Opinion of counsel as to the legality of securities being
                  registered

4.6*              Amended and Restated Equity Ownership Plan

4.7*              Stock Option Plan for Directors

23.1              Consent of Ernst & Young

23.2              Consent of Alan R. Twaits, Esq., General Counsel to the
                  Registrant

24.1              Power of Attorney