As filed with the Securities and Exchange Commission on March 27, 1997.

                                                 Registration No.




                          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. 401(k) Retirement Plan
                              (Full title of the Plan)
                                    __________

                                  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      Proposed Maximum     Amount of 
Title of Securities            to be             Maximum         Aggregate        Registration         
to be Registered            Registered(1)     Offering Price      Offering           Fee 
                                               Per Share(2)       Price(2)                
----------------------------------------------------------------------------------------------
<S>                          <C>                 <C>            <C>                 <C>  
Common Stock                 25,000 Shares       $ 45.25        $ 1,131,250         $342.80 
(.01 par value per share)
Participation interests                                                          
in the Plan                                                                
----------------------------------------------------------------------------------------------
</TABLE>

(1)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.

(2)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 March 20, 1997.

                                 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  Annual  Report  on  form  10-K  for the year ended
         December 31, 1996.

   (b)   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  or  the  Plan 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 and officers, 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.

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

       5.2     Opinion  of the Internal Revenue Service  dated  March 29, 1991
                issued to First National Bank of Commerce as to acceptability of
                the form of the prototype Plan under Section 401 of the Internal
                Revenue Code.

        5.3     Opinion of the Internal Revenue Service dated June  17, 1993
                issued to First National Bank of Commerce as to the
                acceptability of the form of an amendment to the prototype Plan
                under Section 401 of the Internal Revenue Code.

        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 amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

        (b)     The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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.

       (d)   At  such  time  as the Internal Revenue Service will consider  the
issuance of a determination letter  with respect to the Trico Marine Services,
Inc. 401(k) Retirement Plan (the "Plan"),  the registrant will submit the Plan
and any amendments thereto to the Internal Revenue  Service  (the  "IRS")  for
qualification  under  Section  401  of  the  Internal Revenue Code in a timely
manner and will make all changes required by the  IRS  in order to qualify the
Plan.


                                  SIGNATURES

     The Registrant.  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
March 19, 1997.

                                         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.

<TABLE>
<CAPTION>

      Signature                                Title                             Date
<S>                             <C>                                          <C>
/s/ Thomas E. Fairley              Director, Chairman of the Board,          March 19, 1997
---------------------------     President and Chief Executive Officer
    Thomas E. Fairley               (Principal Executive Officer)


/s/ Ronald O. Palmer               Director, Executive Vice President        March 19, 1997
---------------------------
    Ronald O. Palmer


/s/ Victor M. Perez                  Vice President, Chief Financial         March 19, 1997
---------------------------          Officer and Treasurer (Principal
    Victor M. Perez                       Financial Officer)

/s/ Kenneth W. Bourgeois              Vice-President and Controller          March 19, 1997
---------------------------           (Principal Accounting Officer)
    Kenneth W. Bourgeois     


/s/  Benjamin F. Bailar                         Director                     March 19, 1997
---------------------------
     Benjamin F. Bailar


/s/   H.K. Acord                                Director                     March 19, 1997
---------------------------
      H. K. Acord


/s/  Garth H. Greimann                          Director                     March 19, 1997
---------------------------
     Garth H. Greimann


/s/ Edward C. Hutcheson, Jr.                    Director                     March 19, 1997
---------------------------
    Edward C. Hutcheson, Jr.
</TABLE>


    The Plan.  Pursuant to the requirements of the Securities  Act  of 1933,
the  Plan  Administrator  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 March 19, 1997.


                                          TRICO MARINE SERVICES, INC.
                                          401(K) RETIREMENT PLAN

                                          /s/ Thomas E. Fairley
                                          ------------------------------
                                          By:  Thomas E. Fairley
                                          Title:  President, Chief Executive
                                                  Officer and Chairman of the
                                                  Board of Trico Marine
                                                  Services, Inc.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15343}]
{"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": "333-24095", "film-number": "97565929"}, "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 March 27, 1997.

                                                 Registration No.

                          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. 401(k) Retirement Plan
                              (Full title of the Plan)
                                    __________

                                  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      Proposed Maximum     Amount of 
Title of Securities            to be             Maximum         Aggregate        Registration         
to be Registered            Registered(1)     Offering Price      Offering           Fee 
                                               Per Share(2)       Price(2)                
----------------------------------------------------------------------------------------------
Common Stock                 25,000 Shares       $ 45.25        $ 1,131,250         $342.80 
(.01 par value per share)
Participation interests                                                          
in the Plan                                                                
----------------------------------------------------------------------------------------------
(1)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.

(2)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 March 20, 1997.

                                 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  Annual  Report  on  form  10-K  for the year ended
         December 31, 1996.

   (b)   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  or  the  Plan 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 and officers, 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.

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

       5.2     Opinion  of the Internal Revenue Service  dated  March 29, 1991
                issued to First National Bank of Commerce as to acceptability of
                the form of the prototype Plan under Section 401 of the Internal
                Revenue Code.

        5.3     Opinion of the Internal Revenue Service dated June  17, 1993
                issued to First National Bank of Commerce as to the
                acceptability of the form of an amendment to the prototype Plan
                under Section 401 of the Internal Revenue Code.

        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 amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

        (b)     The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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.

       (d)   At  such  time  as the Internal Revenue Service will consider  the
issuance of a determination letter  with respect to the Trico Marine Services,
Inc. 401(k) Retirement Plan (the "Plan"),  the registrant will submit the Plan
and any amendments thereto to the Internal Revenue  Service  (the  "IRS")  for
qualification  under  Section  401  of  the  Internal Revenue Code in a timely
manner and will make all changes required by the  IRS  in order to qualify the
Plan.

                                  SIGNATURES

     The Registrant.  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
March 19, 1997.

                                         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,          March 19, 1997
---------------------------     President and Chief Executive Officer
    Thomas E. Fairley               (Principal Executive Officer)

/s/ Ronald O. Palmer               Director, Executive Vice President        March 19, 1997
---------------------------
    Ronald O. Palmer

/s/ Victor M. Perez                  Vice President, Chief Financial         March 19, 1997
---------------------------          Officer and Treasurer (Principal
    Victor M. Perez                       Financial Officer)

/s/ Kenneth W. Bourgeois              Vice-President and Controller          March 19, 1997
---------------------------           (Principal Accounting Officer)
    Kenneth W. Bourgeois     

/s/  Benjamin F. Bailar                         Director                     March 19, 1997
---------------------------
     Benjamin F. Bailar

/s/   H.K. Acord                                Director                     March 19, 1997
---------------------------
      H. K. Acord

/s/  Garth H. Greimann                          Director                     March 19, 1997
---------------------------
     Garth H. Greimann

/s/ Edward C. Hutcheson, Jr.                    Director                     March 19, 1997
---------------------------
    Edward C. Hutcheson, Jr.
The Plan.  Pursuant to the requirements of the Securities  Act  of 1933,
the  Plan  Administrator  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 March 19, 1997.

                                          TRICO MARINE SERVICES, INC.
                                          401(K) RETIREMENT PLAN

                                          /s/ Thomas E. Fairley
                                          ------------------------------
                                          By:  Thomas E. Fairley
                                          Title:  President, Chief Executive
                                                  Officer and Chairman of the
                                                  Board of Trico Marine
                                                  Services, Inc.