As filed with the Securities and Exchange Commission on June 9, 1997
                                             Registration No. 333-


                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                          HVIDE MARINE INCORPORATED
             (Exact name of issuer as specified in its charter)

           FLORIDA                                         65-0524593
(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)


                      BOARD OF DIRECTORS STOCK COMPENSATION PLAN
                         KEY EMPLOYEE STOCK COMPENSATION PLAN
                               (Full title of the plans)


                                  GENE DOUGLAS, ESQ.
                        VICE PRESIDENT-LEGAL & GENERAL COUNSEL
                           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:
                                 MICHAEL JOSEPH, ESQ.
                                  DYER ELLIS & JOSEPH
                            600 NEW HAMPSHIRE AVENUE, N.W.
                                WASHINGTON, D.C.  20037






                                                         1

<PAGE>



                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

       Title of securities              Amount to         Proposed maximum      Proposed maximum          Amount of
         to be registered             be registered        offering price      aggregate offering     registration fee
                                                            per share(1)            price(1)
<S>                                 <C>                  <C>                  <C>                   <C>
Class A Common Stock, par value
$.001 per share...................        95,000               $24.50              $2,327,500              $705.30
----------------------------------  ------------------  --------------------  --------------------- ---------------------
</TABLE>


(1)   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 Class A Common Stock as
      reported by the Nasdaq Stock Market on June 9, 1997.



                                                         2

<PAGE>



                                    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)      Annual Report on Form 10-K for the year ended December 31, 
                  1996;

         (b)      Quarterly Report on Form 10-Q for the quarter ended March 31, 
                  1997; and

         (c)      The description of the registrant's Class A Common Stock, 
                  $.001 par value, incorporated by reference to the registrant's
                  Registration Statement on Form S-1, Commission File No. 
                  33-78166; and

         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 (the "Exchange
Act"), 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 Articles of Incorporation provide that the Company shall
indemnify each director and officer of the Company to the fullest extent
permitted from time to time by the laws of the State of Florida or any other
applicable laws as presently or hereafter in effect. Section 607.0850 of the
Florida Business Corporation Act currently provides as follows:

                  (1) A corporation shall have power to indemnify any person who
         was or is a party to any proceeding (other than an action by, or in the
         right of, the corporation), 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 liability incurred in connection
         with such proceeding, including any appeal thereof, if he acted in good
         faith and in a manner he 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 his
         conduct was unlawful. The termination of any proceeding by judgment,


                                                         3

<PAGE>



         order, settlement, or 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 he reasonably
         believed to be in, or not opposed to, the best interests of the
         corporation or, with respect to any criminal action or proceeding, had
         reasonable cause to believe that his conduct was unlawful.

                  (2) A corporation shall have power to indemnify any person,
         who was or is a party to any 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 and amounts paid in settlement not exceeding, in the judgment
         of the board of directors, the estimated expense of litigating the
         proceeding to conclusion, actually and reasonably incurred in
         connection with the defense or settlement of such proceeding, including
         any appeal thereof. Such indemnification shall be authorized if such
         person acted in good faith and in a manner he reasonably believed to be
         in, or not opposed to, the best interests of the corporation, except
         that no indemnification shall be made under this subsection in respect
         of any claim, issue, or matter as to which such person shall have been
         adjudged to be liable unless, and only to the extent that, the court in
         which such proceeding was brought, or any other court of competent
         jurisdiction, shall determine upon application that, despite the
         adjudication of liability but in view of all circumstances of the case,
         such person is fairly and reasonably entitled to indemnity for such
         expenses which such court shall deem proper.

                  (3) To the extent that a director, officer, employee, or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any proceeding referred to in subsection (1) or subsection
         (2), or in defense of any claim, issue, or matter therein, he shall be
         indemnified against expenses actually and reasonably incurred by him in
         connection therewith.

                  (4) Any indemnification under subsection (1) or subsection
         (2), unless pursuant to a determination by a court, shall be made by
         the corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee,
         or agent is proper in the circumstances because he has met the
         applicable standard of conduct set forth in subsection (1) or
         subsection (2).
         Such determination shall be made:

                  (a)  By the board of directors by a majority vote of a quorum
                  consisting of directors who were not parties to such 
                  proceeding;

                  (b) If such a quorum is not obtainable or, even if obtainable,
                  by majority vote of a committee duly designated by the board
                  of directors (in which directors who are parties may
                  participate) consisting solely of two or more directors not at
                  the time parties to the proceeding;

                  (c)  By independent legal counsel:



                                                         4

<PAGE>



                       1.  Selected by the board of directors prescribed in 
                           paragraph (a) or the committee prescribed in 
                           paragraph (b); or

                       2.  If a quorum of the directors cannot be obtained for
                           paragraph (a) and the committee cannot be designated
                           under paragraph (b) selected by majority vote of the
                           full board of directors (in which directors who are
                           parties may participate); or

                  (d) By the stockholders by a majority vote of a quorum
                  consisting of stockholders who were not parties to such
                  proceeding or, if no such quorum is obtainable, by a majority
                  vote of stockholders who were not parties to such proceeding.

                  (5) Evaluation of the reasonableness of expenses and
         authorization of indemnification shall be made in the same manner as
         the determination that indemnification is permissible. However, if the
         determination of permissibility is made by independent legal counsel,
         persons specified by paragraph (4)(c) shall evaluate the reasonableness
         of expenses and may authorize indemnification.

                  (6) Expenses incurred by an officer or director in defending a
         civil or criminal 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 he is ultimately found not to be entitled to indemnification
         by the corporation pursuant 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.

                  (7) The indemnification and advancement of expenses provided
         pursuant to this section are not exclusive, and a corporation may make
         any other or further indemnification or advancement of expenses of any
         of its directors, officers, employees, or agents, under any bylaw,
         agreement, vote of stockholders or disinterested directors, or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office. However, indemnification
         or advancement of expenses shall not be made to or on behalf of any
         director, officer, employee, or agent if a judgment or other final
         adjudication establishes that his actions, or omissions to act, were
         material to the cause of action so adjudicated and constitute:

                  (a)  A violation of the criminal law, unless the director,
                       officer, employee, or agent had reasonable cause to
                       believe his conduct was lawful or had no reasonable cause
                       to believe his conduct was unlawful;

                  (b)  A transaction from which the director, officer, 
                       employee, or agent derived an improper personal benefit;

                  (c)  In the case of a director, a circumstance under which 
                       the liability provisions of s. 607.0834 are applicable; 
                       or



                                                         5

<PAGE>



                  (d)  Willful misconduct or a conscious disregard for the best
                       interests of the corporation in a proceeding by or in the
                       right of the corporation to procure a judgment in its
                       favor or in a proceeding by or in the right of a
                       stockholder.

                  (8) Indemnification and advancement of expenses as provided in
         this section shall continue as, unless otherwise provided when
         authorized or ratified, 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, unless otherwise
         provided when authorized or ratified.

                  (9) Unless the corporation's articles of incorporation provide
         otherwise, notwithstanding the failure of a corporation to provide
         indemnification, and despite any contrary determination of the board or
         of the stockholders in the specific case, a director, officer,
         employee, or agent of the corporation who is or was a party to a
         proceeding may apply for indemnification or advancement of expenses, or
         both, to the court conducting the proceeding, to the circuit court, or
         to another court of competent jurisdiction. On receipt of an
         application, the court, after giving any notice that it considers
         necessary, may order indemnification and advancement of expenses,
         including expenses incurred in seeking court-ordered indemnification or
         advancement of expenses, if it determines that:

                  (a) The director, officer, employee, or agent is entitled to
                  mandatory indemnification under subsection (3), in which case
                  the court shall also order the corporation to pay the director
                  reasonable expenses incurred in obtaining court-ordered
                  indemnification or advancement of expenses;

                  (b) The director, officer, employee, or agent is entitled to
                  indemnification or advancement of expenses, or both, by virtue
                  of the exercise by the corporation of its power pursuant to
                  subsection (7); or

                  (c) The director, officer, employee, or agent is fairly and
                  reasonably entitled to indemnification or advancement of
                  expenses, or both, in view of all the relevant circumstances,
                  regardless of whether such person met the standard of conduct
                  set forth in subsection (1), subsection (2), or subsection
                  (7).

                  (10) For purposes of this section, the term "corporation"
         includes, in addition to the resulting corporation, any constituent
         corporation (including any constituent of a constituent) absorbed in a
         consolidation or merger, so that any person who is or was a director,
         officer, employee, or agent of a constituent corporation, or is or was
         serving at the request of a constituent corporation as a director,
         officer, employee, or agent of another corporation, partnership, joint
         venture, trust, or other enterprise, is in the same position under this
         section with respect to the resulting or surviving corporation as he
         would have with respect to such constituent corporation if its separate
         existence had continued.

                  (11) For purposes of this section:


                                                         6

<PAGE>




                  (a)  The term "other enterprises" includes employee benefit 
                       plans;

                  (b)  The term "expenses" includes counsel fees, including 
                       those for appeal;

                  (c)  The term "liability" includes obligations to pay a
                       judgment, settlement, penalty, fine (including an excise
                       tax assessed with respect to any employee benefit plan),
                       and expenses actually and reasonably incurred with
                       respect to a proceeding;

                  (d)  The term "proceeding" includes any threatened, pending,
                       or completed action, suit, or other type of proceeding,
                       whether civil, criminal, administrative, or
                       investigative, and whether formal or informal;

                  (e)  The term "agent" includes a volunteer;

                  (f)  The term "serving at the request of the corporation"
                       includes any service as a director, officer, employee, or
                       agent of the corporation that imposes duties on such
                       persons, including duties relating to an employee benefit
                       plan and its participants or beneficiaries; and

                  (g)  The term "not opposed to the best interest of the
                       corporation" describes the actions of a person who acts
                       in good faith and in a manner he reasonably believes to
                       be in the best interests of the participants and
                       beneficiaries of an employee benefit plan.

                  (12) 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 him and incurred by
         him in any such capacity or arising out of his status as such, whether
         or not the corporation would have the power to indemnify him against
         such liability under the provisions of this section.

         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.




                                                         7

<PAGE>



ITEM 8.  EXHIBITS.

      4.1*        Form of Class A Common Stock Certificate (Domestic)

      4.2*        Form of Class A Common Stock Certificate (Foreign)

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

     10.1         Hvide Marine Incorporated Board of Directors Stock 
                  Compensation Plan

     10.2         Hvide Marine Incorporated Key Employee Stock Compensation Plan

     23.1         Consent of Ernst & Young LLP

     23.2         Consent of Dyer Ellis & Joseph (included as part of Exhibit 
                  5.1)

     24.1         Power of Attorney


 *   Filed as exhibit of same number to the Registrant's Registration Statement
     on Form S-1, File No. 33-78166, 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


                                                         8

<PAGE>



         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.



                                                         9

<PAGE>



                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Washington, D.C. on the 9th day of June, 1997.

                                      HVIDE MARINE INCORPORATED



                          By:                    *
                                           J. Erik Hvide
                                      Chairman, President and
                                      Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the 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>
            *                       Chairman of the Board, President, Chief                June 9, 1997
-----------------------
J. Erik Hvide                         Executive Officer and Director (principal
                                      executive officer)

            *                       Executive Vice President, Chief Financial              June 9, 1997
-----------------------
John H. Blankley                      Officer and Director


            *                       Controller (principal accounting officer)              June 9, 1997
-----------------------
John J. Krumenacker

            *                       Executive Vice President and Director                  June 9, 1997
-----------------------
Eugene F. Sweeney

            *                       Director                                               June 9, 1997
-----------------------
Robert B. Calhoun, Jr.

            *                       Director                                               June 9, 1997
-----------------------
Gerald Farmer

            *                       Director                                                June 9, 1997
-----------------------
Jean Fitzgerald

</TABLE>



                                                        10

<PAGE>


<TABLE>
<S>                                <C>                                                    <C>
            *                       Director                                               June 9, 1997
-----------------------
John J. Lee

            *                       Director                                               June 9, 1997
-----------------------
Walter C. Mink

            *                       Director                                               June 9, 1997
-----------------------
Robert Rice

            *                       Director                                               June 9, 1997
-----------------------
Raymond B. Vickers
</TABLE>



*By:    /S/ MICHAEL JOSEPH
              Michael Joseph
             Attorney-in-Fact


                                                        11

<PAGE>




                                INDEX TO EXHIBITS


EXHIBIT                                                      SEQUENTIALLY
NUMBER          DESCRIPTION OF DOCUMENT                      NUMBERED PAGE

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

10.1          Hvide Marine Incorporated Board of Directors 
              Stock Compensation Plan

10.2          Hvide Marine Incorporated Key Employee Stock 
              Compensation Plan

23.1          Consent of Ernst & Young LLP

23.2          Consent of Dyer Ellis & Joseph 
              (included as part of Exhibit 5.1)

24.1          Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR HVIDE MARINE INCORPORATED", "secsgml_size_bytes": 28482}]
{"company-data": {"conformed-name": "HVIDE MARINE INC", "cik": "0000922341", "assigned-sic": "4412", "irs-number": "650524593", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28949", "film-number": "97622200"}, "business-address": {"street1": "2200 ELLER DR BUILDING 27", "street2": "PO BOX 13038", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33316", "phone": "3055232200"}, "mail-address": {"street1": "2200 ELLER DRIVE BLDG 27", "street2": "2200 ELLER DRIVE BLDG 27", "city": "FT LAUDERDALE", "state": "FL", "zip": "33316"}}
As filed with the Securities and Exchange Commission on June 9, 1997
                                             Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                          HVIDE MARINE INCORPORATED
             (Exact name of issuer as specified in its charter)

           FLORIDA                                         65-0524593
(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)

                      BOARD OF DIRECTORS STOCK COMPENSATION PLAN
                         KEY EMPLOYEE STOCK COMPENSATION PLAN
                               (Full title of the plans)

                                  GENE DOUGLAS, ESQ.
                        VICE PRESIDENT-LEGAL & GENERAL COUNSEL
                           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:
                                 MICHAEL JOSEPH, ESQ.
                                  DYER ELLIS & JOSEPH
                            600 NEW HAMPSHIRE AVENUE, N.W.
                                WASHINGTON, D.C.  20037

                                                         1
CALCULATION OF REGISTRATION FEE
Title of securities              Amount to         Proposed maximum      Proposed maximum          Amount of
         to be registered             be registered        offering price      aggregate offering     registration fee
                                                            per share(1)            price(1)
Class A Common Stock, par value
$.001 per share...................        95,000               $24.50              $2,327,500              $705.30
----------------------------------  ------------------  --------------------  --------------------- ---------------------
(1)   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 Class A Common Stock as
      reported by the Nasdaq Stock Market on June 9, 1997.

                                                         2
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)      Annual Report on Form 10-K for the year ended December 31, 
                  1996;

         (b)      Quarterly Report on Form 10-Q for the quarter ended March 31, 
                  1997; and

         (c)      The description of the registrant's Class A Common Stock, 
                  $.001 par value, incorporated by reference to the registrant's
                  Registration Statement on Form S-1, Commission File No. 
                  33-78166; and

         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 (the "Exchange
Act"), 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 Articles of Incorporation provide that the Company shall
indemnify each director and officer of the Company to the fullest extent
permitted from time to time by the laws of the State of Florida or any other
applicable laws as presently or hereafter in effect. Section 607.0850 of the
Florida Business Corporation Act currently provides as follows:

                  (1) A corporation shall have power to indemnify any person who
         was or is a party to any proceeding (other than an action by, or in the
         right of, the corporation), 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 liability incurred in connection
         with such proceeding, including any appeal thereof, if he acted in good
         faith and in a manner he 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 his
         conduct was unlawful. The termination of any proceeding by judgment,

                                                         3
order, settlement, or 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 he reasonably
         believed to be in, or not opposed to, the best interests of the
         corporation or, with respect to any criminal action or proceeding, had
         reasonable cause to believe that his conduct was unlawful.

                  (2) A corporation shall have power to indemnify any person,
         who was or is a party to any 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 and amounts paid in settlement not exceeding, in the judgment
         of the board of directors, the estimated expense of litigating the
         proceeding to conclusion, actually and reasonably incurred in
         connection with the defense or settlement of such proceeding, including
         any appeal thereof. Such indemnification shall be authorized if such
         person acted in good faith and in a manner he reasonably believed to be
         in, or not opposed to, the best interests of the corporation, except
         that no indemnification shall be made under this subsection in respect
         of any claim, issue, or matter as to which such person shall have been
         adjudged to be liable unless, and only to the extent that, the court in
         which such proceeding was brought, or any other court of competent
         jurisdiction, shall determine upon application that, despite the
         adjudication of liability but in view of all circumstances of the case,
         such person is fairly and reasonably entitled to indemnity for such
         expenses which such court shall deem proper.

                  (3) To the extent that a director, officer, employee, or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any proceeding referred to in subsection (1) or subsection
         (2), or in defense of any claim, issue, or matter therein, he shall be
         indemnified against expenses actually and reasonably incurred by him in
         connection therewith.

                  (4) Any indemnification under subsection (1) or subsection
         (2), unless pursuant to a determination by a court, shall be made by
         the corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee,
         or agent is proper in the circumstances because he has met the
         applicable standard of conduct set forth in subsection (1) or
         subsection (2).
         Such determination shall be made:

                  (a)  By the board of directors by a majority vote of a quorum
                  consisting of directors who were not parties to such 
                  proceeding;

                  (b) If such a quorum is not obtainable or, even if obtainable,
                  by majority vote of a committee duly designated by the board
                  of directors (in which directors who are parties may
                  participate) consisting solely of two or more directors not at
                  the time parties to the proceeding;

                  (c)  By independent legal counsel:

                                                         4
1.  Selected by the board of directors prescribed in 
                           paragraph (a) or the committee prescribed in 
                           paragraph (b); or

                       2.  If a quorum of the directors cannot be obtained for
                           paragraph (a) and the committee cannot be designated
                           under paragraph (b) selected by majority vote of the
                           full board of directors (in which directors who are
                           parties may participate); or

                  (d) By the stockholders by a majority vote of a quorum
                  consisting of stockholders who were not parties to such
                  proceeding or, if no such quorum is obtainable, by a majority
                  vote of stockholders who were not parties to such proceeding.

                  (5) Evaluation of the reasonableness of expenses and
         authorization of indemnification shall be made in the same manner as
         the determination that indemnification is permissible. However, if the
         determination of permissibility is made by independent legal counsel,
         persons specified by paragraph (4)(c) shall evaluate the reasonableness
         of expenses and may authorize indemnification.

                  (6) Expenses incurred by an officer or director in defending a
         civil or criminal 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 he is ultimately found not to be entitled to indemnification
         by the corporation pursuant 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.

                  (7) The indemnification and advancement of expenses provided
         pursuant to this section are not exclusive, and a corporation may make
         any other or further indemnification or advancement of expenses of any
         of its directors, officers, employees, or agents, under any bylaw,
         agreement, vote of stockholders or disinterested directors, or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office. However, indemnification
         or advancement of expenses shall not be made to or on behalf of any
         director, officer, employee, or agent if a judgment or other final
         adjudication establishes that his actions, or omissions to act, were
         material to the cause of action so adjudicated and constitute:

                  (a)  A violation of the criminal law, unless the director,
                       officer, employee, or agent had reasonable cause to
                       believe his conduct was lawful or had no reasonable cause
                       to believe his conduct was unlawful;

                  (b)  A transaction from which the director, officer, 
                       employee, or agent derived an improper personal benefit;

                  (c)  In the case of a director, a circumstance under which 
                       the liability provisions of s. 607.0834 are applicable; 
                       or

                                                         5
(d)  Willful misconduct or a conscious disregard for the best
                       interests of the corporation in a proceeding by or in the
                       right of the corporation to procure a judgment in its
                       favor or in a proceeding by or in the right of a
                       stockholder.

                  (8) Indemnification and advancement of expenses as provided in
         this section shall continue as, unless otherwise provided when
         authorized or ratified, 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, unless otherwise
         provided when authorized or ratified.

                  (9) Unless the corporation's articles of incorporation provide
         otherwise, notwithstanding the failure of a corporation to provide
         indemnification, and despite any contrary determination of the board or
         of the stockholders in the specific case, a director, officer,
         employee, or agent of the corporation who is or was a party to a
         proceeding may apply for indemnification or advancement of expenses, or
         both, to the court conducting the proceeding, to the circuit court, or
         to another court of competent jurisdiction. On receipt of an
         application, the court, after giving any notice that it considers
         necessary, may order indemnification and advancement of expenses,
         including expenses incurred in seeking court-ordered indemnification or
         advancement of expenses, if it determines that:

                  (a) The director, officer, employee, or agent is entitled to
                  mandatory indemnification under subsection (3), in which case
                  the court shall also order the corporation to pay the director
                  reasonable expenses incurred in obtaining court-ordered
                  indemnification or advancement of expenses;

                  (b) The director, officer, employee, or agent is entitled to
                  indemnification or advancement of expenses, or both, by virtue
                  of the exercise by the corporation of its power pursuant to
                  subsection (7); or

                  (c) The director, officer, employee, or agent is fairly and
                  reasonably entitled to indemnification or advancement of
                  expenses, or both, in view of all the relevant circumstances,
                  regardless of whether such person met the standard of conduct
                  set forth in subsection (1), subsection (2), or subsection
                  (7).

                  (10) For purposes of this section, the term "corporation"
         includes, in addition to the resulting corporation, any constituent
         corporation (including any constituent of a constituent) absorbed in a
         consolidation or merger, so that any person who is or was a director,
         officer, employee, or agent of a constituent corporation, or is or was
         serving at the request of a constituent corporation as a director,
         officer, employee, or agent of another corporation, partnership, joint
         venture, trust, or other enterprise, is in the same position under this
         section with respect to the resulting or surviving corporation as he
         would have with respect to such constituent corporation if its separate
         existence had continued.

                  (11) For purposes of this section:

                                                         6
(a)  The term "other enterprises" includes employee benefit 
                       plans;

                  (b)  The term "expenses" includes counsel fees, including 
                       those for appeal;

                  (c)  The term "liability" includes obligations to pay a
                       judgment, settlement, penalty, fine (including an excise
                       tax assessed with respect to any employee benefit plan),
                       and expenses actually and reasonably incurred with
                       respect to a proceeding;

                  (d)  The term "proceeding" includes any threatened, pending,
                       or completed action, suit, or other type of proceeding,
                       whether civil, criminal, administrative, or
                       investigative, and whether formal or informal;

                  (e)  The term "agent" includes a volunteer;

                  (f)  The term "serving at the request of the corporation"
                       includes any service as a director, officer, employee, or
                       agent of the corporation that imposes duties on such
                       persons, including duties relating to an employee benefit
                       plan and its participants or beneficiaries; and

                  (g)  The term "not opposed to the best interest of the
                       corporation" describes the actions of a person who acts
                       in good faith and in a manner he reasonably believes to
                       be in the best interests of the participants and
                       beneficiaries of an employee benefit plan.

                  (12) 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 him and incurred by
         him in any such capacity or arising out of his status as such, whether
         or not the corporation would have the power to indemnify him against
         such liability under the provisions of this section.

         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.

                                                         7
ITEM 8.  EXHIBITS.

      4.1*        Form of Class A Common Stock Certificate (Domestic)

      4.2*        Form of Class A Common Stock Certificate (Foreign)

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

     10.1         Hvide Marine Incorporated Board of Directors Stock 
                  Compensation Plan

     10.2         Hvide Marine Incorporated Key Employee Stock Compensation Plan

     23.1         Consent of Ernst & Young LLP

     23.2         Consent of Dyer Ellis & Joseph (included as part of Exhibit 
                  5.1)

     24.1         Power of Attorney

 *   Filed as exhibit of same number to the Registrant's Registration Statement
     on Form S-1, File No. 33-78166, 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

                                                         8
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.

                                                         9
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Washington, D.C. on the 9th day of June, 1997.

                                      HVIDE MARINE INCORPORATED

                          By:                    *
                                           J. Erik Hvide
                                      Chairman, President and
                                      Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE                                              TITLE                                  DATE
*                       Chairman of the Board, President, Chief                June 9, 1997
-----------------------
J. Erik Hvide                         Executive Officer and Director (principal
                                      executive officer)

            *                       Executive Vice President, Chief Financial              June 9, 1997
-----------------------
John H. Blankley                      Officer and Director

            *                       Controller (principal accounting officer)              June 9, 1997
-----------------------
John J. Krumenacker

            *                       Executive Vice President and Director                  June 9, 1997
-----------------------
Eugene F. Sweeney

            *                       Director                                               June 9, 1997
-----------------------
Robert B. Calhoun, Jr.

            *                       Director                                               June 9, 1997
-----------------------
Gerald Farmer

            *                       Director                                                June 9, 1997
-----------------------
Jean Fitzgerald
10
*                       Director                                               June 9, 1997
-----------------------
John J. Lee

            *                       Director                                               June 9, 1997
-----------------------
Walter C. Mink

            *                       Director                                               June 9, 1997
-----------------------
Robert Rice

            *                       Director                                               June 9, 1997
-----------------------
Raymond B. Vickers
*By:    /S/ MICHAEL JOSEPH
              Michael Joseph
             Attorney-in-Fact

                                                        11
INDEX TO EXHIBITS

EXHIBIT                                                      SEQUENTIALLY
NUMBER          DESCRIPTION OF DOCUMENT                      NUMBERED PAGE

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

10.1          Hvide Marine Incorporated Board of Directors 
              Stock Compensation Plan

10.2          Hvide Marine Incorporated Key Employee Stock 
              Compensation Plan

23.1          Consent of Ernst & Young LLP

23.2          Consent of Dyer Ellis & Joseph 
              (included as part of Exhibit 5.1)

24.1          Power of Attorney