As  filed with the Securities and Exchange Commission on June 28, 1996.
                                              Registration No. 333-        


                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.   20549
                                   __________
                                    
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   __________
                           
                           TRICO MARINE SERVICES, INC.
                 (Exact name of Registrant as specified in its charter)
               
               Delaware                               72- 1252405
           (State or other                          (I.R.S. Employer
     jurisdiction of incorporation                  Identification Number)
           or organization)

                                610 Palm Avenue
                             Houma, Louisiana 70364
                        (Address, including zip code, of
                    Registrant's principal executive offices)


               Trico Marine Services, Inc. 1993 Stock Option Plan
           Trico Marine Services, Inc. 1996 Incentive Compensation Plan
                            (Full titles of the Plans)

                                   __________

                                  Victor M. Perez
              Vice President, Chief Financial Officer and Treasurer
                             Trico Marine Services, Inc.
                         2401 Fountainview Drive, Suite 626
                               Houston, Texas  77057
                                  (713) 780-9926
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                      Copy to:
                                 Margaret F. Murphy
           Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                                201 St. Charles Avenue
                            New Orleans, Louisiana 70170-5100
                                   (504) 581-8242

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                           Amount         Proposed Maximum   Proposed Maximum    Amount of
    Title of Securities    to be           Offering Price       Aggregate       Registration
      to be Registered   Registered<F1>       Per Share       Offering Price        Fee
_______________________________________________________________________________________________
<S>                       <C>                <C>             <C>                  <C>
Common Stock ............ 727,509 Shares     $ 1.82<F2>      $1,324,066.38<F2>    $ 456.58<F2>
(.01 par value per share)
Common Stock ............ 103,000 Shares     $16.00<F2>      $1,648,000.00<F2>    $ 568.28<F2>
(.01 par value per share)
Common Stock ............  97,000 Shares     $21.4375<F3>    $2,079,437.50<F3>    $ 717.05<F3>
(.01 par value per share)

Total Common Stock ...... 927,509 Shares                      $5,051,503.88       $1,741.91
===============================================================================================
<FN>
<F1> Upon a stock split, stock dividend or similar transaction in the future
     and during the effectiveness of the Registration Statement involving the
     Common  Stock  of  the  Company, the number of shares thereof registered
     shall be automatically increased  to cover the additional shares thereof
     in accordance with Rule 416(a) under the Securities Act of 1933.
<F2> Computed in accordance with Rule 457, calculated based upon the price at
     which currently outstanding options are exercisable.
<F3> Estimated solely for the purpose of  calculating  the  registration  fee
     pursuant  to Rule 457(c) and (h) under the Securities Act of 1933, based
     on the average  of the bid and asked price per share of the Common Stock
     on the NASDAQ System on June 21, 1996.
</FN>                                       
</TABLE>
<PAGE>                                       
                                       PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS


          Item 3.   Incorporation of Documents by Reference.

               The following  documents,  which  have  been  filed by Trico
          Marine  Services,  Inc.  (the "Company") with the Securities  and
          Exchange Commission (the "Commission"),  are  incorporated herein
          by reference:

               (a)  The Company's Prospectus dated May 16,  1996, and filed
          with  the  Commission  on  May 16, 1996, pursuant to Rule  424(b)
          under the Securities Act of 1933, as amended (the "1933 Act");

               (b)  All reports filed  by  the  Company pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
          (the "1934 Act"), since December 31, 1995; and

               (c)  The  description of the Common  Stock  of  the  Company
          included in Item  1  of  the  Company's Registration Statement on
          Form 8-A filed with the Commission on April 25, 1996, pursuant to
          Section 12(g) of the 1934 Act,  including any amendment or report
          filed for the purpose of updating such description.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14  and  15(d) of the 1934 Act
          subsequent to the date of this Registration Statement  and  prior
          to  the filing of a post-effective amendment which indicates that
          all securities  offered  have  been sold or which deregisters all
          securities then remaining unsold  shall,  except  to  the  extent
          otherwise   provided   by   Regulation  S-K  or  any  other  rule
          promulgated by the Commission,  be  deemed  to be incorporated by
          reference in this Registration Statement and  to  be  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.

               Section 145 of the Delaware General Corporation Law provides
          that a corporation may indemnify its directors and officers  in a
          variety of circumstances, which may include liabilities under the
          1933  Act.   In  addition,  the  Company's bylaws provide for the
          indemnification of directors and officers  against  expenses  and
          liabilities incurred in connection with defending actions brought
          against  them  for  negligence  or  misconduct  in their official
          capacities.  The Company also has indemnity agreements  with each
          of  its  directors,  which  provide  for  indemnification of such
          directors.  The Company has purchased insurance  permitted by the
          Delaware  General  Corporation  Law  on  behalf of directors  and
          officers, which may cover liabilities under the 1933 Act.

<PAGE>

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.   Exhibits.

               5    Opinion   of   Jones,   Walker,  Waechter,   Poitevent,
                    Carrere & Denegre, L.L.P.

              23.1  Consent of Coopers & Lybrand L.L.P.

              23.2  Consent   of   Jones,  Walker,   Waechter,   Poitevent,
                    Carrere & Denegre (included in Exhibit 5).

          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 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.

                (2) That,  for  the  purpose  of  determining any liability
          under the Securities Act of 1933, each such post-effective amend-
          ment 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 (and,  where  applicable, each filing of an employee benefit
          plan's annual report  pursuant to 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  Act  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   of   whether   such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.
                                            
<PAGE>                                            
                                      SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all the requirements for filing on Form S-8
          and has duly caused this Registration Statement  to  be signed on
          its behalf by the undersigned, thereunto duly authorized,  in the
          City of Houma, State of Louisiana, on June 28, 1996.

                                           TRICO MARINE SERVICES, INC.


                                            By:  /s/  Thomas E. Fairley
                                                ___________________________
                                                      Thomas E. Fairley,
                                                    Chairman of the Board,
                                                    President and  Chief
                                                       Executive Officer

                                        POWER OF ATTORNEY

                 KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose
          signature  appears immediately  below  constitutes  and  appoints
          Thomas E. Fairley, Ronald O. Palmer and Victor M. Perez, and each
          of them acting individually, his true and lawful attorney-in-fact
          and agent, with  full  power  of substitution, for him and in his
          name, place and stead, in any and all capacities, to sign any and
          all  amendments  (including post-effective  amendments)  to  this
          Registration Statement,  and  to  file the same with all exhibits
          thereto, and other documents in connection  therewith,  with  the
          Securities  and Exchange Commission, granting unto said attorney-
          in-fact and agent full power and authority to do and perform each
          and every act  and  thing  requisite and necessary to be done, as
          fully to all intents and purposes  as  he  might  or  could do in
          person,  hereby  ratifying and confirming all that said attorney-
          in-fact and agent  or  his substitute or substitutes may lawfully
          do or cause to be done by virtue hereof.

                 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
    __________                    ______                           _____

/s/ Thomas E. Fairley   Director, Chairman of the Board,       June 28, 1996
    _________________   President and Chief Executive Officer
    Thomas E. Fairley      (Principal Executive Officer)


/s/ Ronald O. Palmer    Director, Executive Vice President     June 28, 1996
    __________________          
    Ronald O. Palmer

/s/ Victor M. Perez     Vice President, Chief Financial        June 28, 1996
    _________________   Officer and Treasurer (Principal
    Victor M. Perez            Financial Officer)

/s/ Kenneth W. Bourgeois          Controller                   June 28, 1996
    ____________________   (Principal Accounting Officer)        
    Kenneth W. Bourgeois       

/s/ Benjamin F. Bailar             Director                    June 28, 1996
    ____________________         
    Benjamin F. Bailar

/s/ Carl Ferenbach                 Director                    June 28, 1996
    _____________________           
    Carl Ferenbach

/s/ Garth H. Greimann               Director                   June 28, 1996
    _____________________         
    Garth H. Greimann

/s/ Edward C. Hutcheson, Jr.        Director                   June 28, 1996
    _______________________      
    Edward C. Hutcheson, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15132}]
{"company-data": {"conformed-name": "TRICO MARINE SERVICES INC", "cik": "0000921549", "assigned-sic": "3533", "irs-number": "721252405", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07149", "film-number": "96588393"}, "business-address": {"street1": "610 PALM AVE", "city": "HOUMA", "state": "LA", "zip": "70364", "phone": "5048513833"}, "mail-address": {"street1": "P.O. BOX 2468", "city": "HOUMA", "state": "LA", "zip": "70361"}}
As  filed with the Securities and Exchange Commission on June 28, 1996.
                                              Registration No. 333-        

                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.   20549
                                   __________
                                    
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   __________
                           
                           TRICO MARINE SERVICES, INC.
                 (Exact name of Registrant as specified in its charter)
               
               Delaware                               72- 1252405
           (State or other                          (I.R.S. Employer
     jurisdiction of incorporation                  Identification Number)
           or organization)

                                610 Palm Avenue
                             Houma, Louisiana 70364
                        (Address, including zip code, of
                    Registrant's principal executive offices)

               Trico Marine Services, Inc. 1993 Stock Option Plan
           Trico Marine Services, Inc. 1996 Incentive Compensation Plan
                            (Full titles of the Plans)

                                   __________

                                  Victor M. Perez
              Vice President, Chief Financial Officer and Treasurer
                             Trico Marine Services, Inc.
                         2401 Fountainview Drive, Suite 626
                               Houston, Texas  77057
                                  (713) 780-9926
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                      Copy to:
                                 Margaret F. Murphy
           Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                                201 St. Charles Avenue
                            New Orleans, Louisiana 70170-5100
                                   (504) 581-8242
CALCULATION OF REGISTRATION FEE
===============================================================================================
                           Amount         Proposed Maximum   Proposed Maximum    Amount of
    Title of Securities    to be           Offering Price       Aggregate       Registration
      to be Registered   Registered
Per Share       Offering Price        Fee
_______________________________________________________________________________________________
Common Stock ............ 727,509 Shares     $ 1.82
$1,324,066.38
$ 456.58
(.01 par value per share)
Common Stock ............ 103,000 Shares     $16.00
$1,648,000.00
$ 568.28
(.01 par value per share)
Common Stock ............  97,000 Shares     $21.4375
$2,079,437.50
$ 717.05
(.01 par value per share)

Total Common Stock ...... 927,509 Shares                      $5,051,503.88       $1,741.91
===============================================================================================
Upon a stock split, stock dividend or similar transaction in the future
     and during the effectiveness of the Registration Statement involving the
     Common  Stock  of  the  Company, the number of shares thereof registered
     shall be automatically increased  to cover the additional shares thereof
     in accordance with Rule 416(a) under the Securities Act of 1933.
Computed in accordance with Rule 457, calculated based upon the price at
     which currently outstanding options are exercisable.
Estimated solely for the purpose of  calculating  the  registration  fee
     pursuant  to Rule 457(c) and (h) under the Securities Act of 1933, based
     on the average  of the bid and asked price per share of the Common Stock
     on the NASDAQ System on June 21, 1996.
PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 3.   Incorporation of Documents by Reference.

               The following  documents,  which  have  been  filed by Trico
          Marine  Services,  Inc.  (the "Company") with the Securities  and
          Exchange Commission (the "Commission"),  are  incorporated herein
          by reference:

               (a)  The Company's Prospectus dated May 16,  1996, and filed
          with  the  Commission  on  May 16, 1996, pursuant to Rule  424(b)
          under the Securities Act of 1933, as amended (the "1933 Act");

               (b)  All reports filed  by  the  Company pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
          (the "1934 Act"), since December 31, 1995; and

               (c)  The  description of the Common  Stock  of  the  Company
          included in Item  1  of  the  Company's Registration Statement on
          Form 8-A filed with the Commission on April 25, 1996, pursuant to
          Section 12(g) of the 1934 Act,  including any amendment or report
          filed for the purpose of updating such description.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14  and  15(d) of the 1934 Act
          subsequent to the date of this Registration Statement  and  prior
          to  the filing of a post-effective amendment which indicates that
          all securities  offered  have  been sold or which deregisters all
          securities then remaining unsold  shall,  except  to  the  extent
          otherwise   provided   by   Regulation  S-K  or  any  other  rule
          promulgated by the Commission,  be  deemed  to be incorporated by
          reference in this Registration Statement and  to  be  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.

               Section 145 of the Delaware General Corporation Law provides
          that a corporation may indemnify its directors and officers  in a
          variety of circumstances, which may include liabilities under the
          1933  Act.   In  addition,  the  Company's bylaws provide for the
          indemnification of directors and officers  against  expenses  and
          liabilities incurred in connection with defending actions brought
          against  them  for  negligence  or  misconduct  in their official
          capacities.  The Company also has indemnity agreements  with each
          of  its  directors,  which  provide  for  indemnification of such
          directors.  The Company has purchased insurance  permitted by the
          Delaware  General  Corporation  Law  on  behalf of directors  and
          officers, which may cover liabilities under the 1933 Act.
Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.   Exhibits.

               5    Opinion   of   Jones,   Walker,  Waechter,   Poitevent,
                    Carrere & Denegre, L.L.P.

              23.1  Consent of Coopers & Lybrand L.L.P.

              23.2  Consent   of   Jones,  Walker,   Waechter,   Poitevent,
                    Carrere & Denegre (included in Exhibit 5).

          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 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.

                (2) That,  for  the  purpose  of  determining any liability
          under the Securities Act of 1933, each such post-effective amend-
          ment 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 (and,  where  applicable, each filing of an employee benefit
          plan's annual report  pursuant to 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  Act  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   of   whether   such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.
SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all the requirements for filing on Form S-8
          and has duly caused this Registration Statement  to  be signed on
          its behalf by the undersigned, thereunto duly authorized,  in the
          City of Houma, State of Louisiana, on June 28, 1996.

                                           TRICO MARINE SERVICES, INC.

                                            By:  /s/  Thomas E. Fairley
                                                ___________________________
                                                      Thomas E. Fairley,
                                                    Chairman of the Board,
                                                    President and  Chief
                                                       Executive Officer

                                        POWER OF ATTORNEY

                 KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose
          signature  appears immediately  below  constitutes  and  appoints
          Thomas E. Fairley, Ronald O. Palmer and Victor M. Perez, and each
          of them acting individually, his true and lawful attorney-in-fact
          and agent, with  full  power  of substitution, for him and in his
          name, place and stead, in any and all capacities, to sign any and
          all  amendments  (including post-effective  amendments)  to  this
          Registration Statement,  and  to  file the same with all exhibits
          thereto, and other documents in connection  therewith,  with  the
          Securities  and Exchange Commission, granting unto said attorney-
          in-fact and agent full power and authority to do and perform each
          and every act  and  thing  requisite and necessary to be done, as
          fully to all intents and purposes  as  he  might  or  could do in
          person,  hereby  ratifying and confirming all that said attorney-
          in-fact and agent  or  his substitute or substitutes may lawfully
          do or cause to be done by virtue hereof.

                 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
    __________                    ______                           _____

/s/ Thomas E. Fairley   Director, Chairman of the Board,       June 28, 1996
    _________________   President and Chief Executive Officer
    Thomas E. Fairley      (Principal Executive Officer)

/s/ Ronald O. Palmer    Director, Executive Vice President     June 28, 1996
    __________________          
    Ronald O. Palmer

/s/ Victor M. Perez     Vice President, Chief Financial        June 28, 1996
    _________________   Officer and Treasurer (Principal
    Victor M. Perez            Financial Officer)

/s/ Kenneth W. Bourgeois          Controller                   June 28, 1996
    ____________________   (Principal Accounting Officer)        
    Kenneth W. Bourgeois       

/s/ Benjamin F. Bailar             Director                    June 28, 1996
    ____________________         
    Benjamin F. Bailar

/s/ Carl Ferenbach                 Director                    June 28, 1996
    _____________________           
    Carl Ferenbach

/s/ Garth H. Greimann               Director                   June 28, 1996
    _____________________         
    Garth H. Greimann

/s/ Edward C. Hutcheson, Jr.        Director                   June 28, 1996
    _______________________      
    Edward C. Hutcheson, Jr.