As filed with the Securities and Exchange Commission on June 2, 1999
                                                 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 Registrant 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
                        (Address of Principal Executive Offices)


                                  Amended and Restated
                       Board of Directors Stock Compensation Plan
                                (Full Title of the Plan)


                                  Robert B. Lamm, Esq.
                  Senior Vice President, General Counsel and 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:
                                Joseph S. Carlin, 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...................        60,000               $1.01                 $60,600               $16.85
----------------------------------  ------------------  --------------------  --------------------- ---------------------
</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 1, 1999.



                                                         2

<PAGE>



                                INTRODUCTION

                   REGISTRATION OF ADDITIONAL SECURITIES

      This  Registration  Statement  on  Form  S-8  is  filed  by  Hvide  Marine
Incorporated,  a Florida corporation (the "Company"),  to register an additional
60,000 shares of the Company's Class A Common Stock,  par value $.001 per share,
issuable  from time to time under the  Company's  Amended and Restated  Board of
Directors Stock  Compensation  Plan and consists of only those items required by
General Instruction E to Form S-8.


                                  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

      Pursuant to the general  instructions for registration  statements on Form
S-8,  the  contents of the  Registration  Statement  on Form S-8 of the Company,
relating to the Board of Directors Stock Compensation Plan,  Registration Number
333-28949,  filed with the Securities  and Exchange  Commission on June 9, 1997,
are incorporated herein by reference.

Item 8.  Exhibits.

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

     10.1     Amended and Restated Board of Directors 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




                                                         3

<PAGE>



                                  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 Washington,  D.C. on the 2nd day of
June, 1999.

                                     HVIDE MARINE INCORPORATED



                                    By:                    *
                                                  Jean Fitzgerald
                                       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>

            *                       Chairman of the Board, President, Chief                June 2, 1999
-----------------------
Jean Fitzgerald                       Executive Officer and Director (principal
                                      executive officer)

            *                       Executive Vice President, Chief Financial              June 2, 1999
-----------------------
John H. Blankley                      Officer and Director (principal financial
                                      officer)

            *                       Controller (principal accounting officer)              June 2, 1999
-----------------------
John J. Krumenacker

            *                       Executive Vice President, Chief Operating              June 2, 1999
-----------------------
Eugene F. Sweeney                     Officer and Director

            *                       Director                                               June 2, 1999
-----------------------
Robert B. Calhoun, Jr.

            *                       Director                                               June 2, 1999
-----------------------
Gerald Farmer

            *                       Director                                                June 2, 1999
-----------------------
J. Erik Hvide

</TABLE>



                                                         4

<PAGE>

<TABLE>
<CAPTION>

<S>                               <C>                                                    <C>
            *                       Director                                               June 2, 1999
-----------------------
John J. Lee

            *                       Director                                               June 2, 1999
-----------------------
Walter C. Mink

            *                       Director                                               June 2, 1999
-----------------------
Robert Rice

            *                       Director                                               June 2, 1999
-----------------------
Raymond B. Vickers

            *                       Director                                               June 2, 1999
-----------------------
Josiah O. Low III

</TABLE>


*By:    /s/ JOSEPH S. CARLIN
            Joseph S. Carlin
             Attorney-in-Fact


                                                         5

<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   Amended and Restated Board of Directors 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": 8733}]
{"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": "333-79795", "film-number": "99639270"}, "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 2, 1999
                                                 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 Registrant 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
                        (Address of Principal Executive Offices)

                                  Amended and Restated
                       Board of Directors Stock Compensation Plan
                                (Full Title of the Plan)

                                  Robert B. Lamm, Esq.
                  Senior Vice President, General Counsel and 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:
                                Joseph S. Carlin, 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...................        60,000               $1.01                 $60,600               $16.85
----------------------------------  ------------------  --------------------  --------------------- ---------------------
(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 1, 1999.

                                                         2
INTRODUCTION

                   REGISTRATION OF ADDITIONAL SECURITIES

      This  Registration  Statement  on  Form  S-8  is  filed  by  Hvide  Marine
Incorporated,  a Florida corporation (the "Company"),  to register an additional
60,000 shares of the Company's Class A Common Stock,  par value $.001 per share,
issuable  from time to time under the  Company's  Amended and Restated  Board of
Directors Stock  Compensation  Plan and consists of only those items required by
General Instruction E to Form S-8.

                                  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

      Pursuant to the general  instructions for registration  statements on Form
S-8,  the  contents of the  Registration  Statement  on Form S-8 of the Company,
relating to the Board of Directors Stock Compensation Plan,  Registration Number
333-28949,  filed with the Securities  and Exchange  Commission on June 9, 1997,
are incorporated herein by reference.

Item 8.  Exhibits.

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

     10.1     Amended and Restated Board of Directors 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

                                                         3
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 Washington,  D.C. on the 2nd day of
June, 1999.

                                     HVIDE MARINE INCORPORATED

                                    By:                    *
                                                  Jean Fitzgerald
                                       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
*                       Chairman of the Board, President, Chief                June 2, 1999
-----------------------
Jean Fitzgerald                       Executive Officer and Director (principal
                                      executive officer)

            *                       Executive Vice President, Chief Financial              June 2, 1999
-----------------------
John H. Blankley                      Officer and Director (principal financial
                                      officer)

            *                       Controller (principal accounting officer)              June 2, 1999
-----------------------
John J. Krumenacker

            *                       Executive Vice President, Chief Operating              June 2, 1999
-----------------------
Eugene F. Sweeney                     Officer and Director

            *                       Director                                               June 2, 1999
-----------------------
Robert B. Calhoun, Jr.

            *                       Director                                               June 2, 1999
-----------------------
Gerald Farmer

            *                       Director                                                June 2, 1999
-----------------------
J. Erik Hvide
4
*                       Director                                               June 2, 1999
-----------------------
John J. Lee

            *                       Director                                               June 2, 1999
-----------------------
Walter C. Mink

            *                       Director                                               June 2, 1999
-----------------------
Robert Rice

            *                       Director                                               June 2, 1999
-----------------------
Raymond B. Vickers

            *                       Director                                               June 2, 1999
-----------------------
Josiah O. Low III
*By:    /s/ JOSEPH S. CARLIN
            Joseph S. Carlin
             Attorney-in-Fact

                                                         5
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   Amended and Restated Board of Directors 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