As filed with the Securities and Exchange Commission on January 9, 1998.
                                                  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 jurisdiction                             (I.R.S.Employer
     of incorporation or organization)                      Identification No.)
                                
                          250 North American Court
                           Houma, Louisiana 70364
                      (Address, including zip code, of
                  registrant's principal executive offices)

               Amended and Restated Trico Marine Services, Inc.
                      1996 Incentive Compensation Plan
                          (Full title of the plan)
                                 __________
                                    
                               Victor M. Perez
            Vice President, Chief Financial Officer and Treasurer
                         Trico Marine Services, Inc.
                     2401 Fountainview Drive, Suite 920
                            Houston, Texas  77057
                               (713) 780-9926
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  Copy to:
                             William B. Masters
          Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                      New Orleans, Louisiana 70170-5100

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                   <C>             <C>                  <C>                <C>
                         Amount       Proposed maximum     Proposed maximum    Amount of
Title of securities      to be         offering price         aggregate       registration
to be registered      registered(1)      per unit           offering price        fee

Common Stock
($.01 par value     250,000 shares        $23.69(2)          $5,922,500(2)     $1,748(2)
per share)


     (1)200,000  shares  were  previously  registered  on  Form S-8 Registration
        Statement No. 333-07149 for issuance through the Trico  Marine Services,
        Inc.  1996  Incentive  Compensation  Plan.   Upon  a stock split,  stock
        dividend   or   similar  transaction  in  the  future  and  during   the
        effectiveness of  this  Registration Statement involving Common Stock of
        the Company, the number of  shares  registered  shall  be  automatically
        increased to cover the additional shares 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) under  the  Securities Act of 1933, based on the
        average of the high and low price per  share  of the Common Stock on The
        Nasdaq Stock Market on January 8, 1998.

          
                                            PART II

                       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          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 fiscal
          year ended  December 31, 1996 filed pursuant to Section 13 of the
          Securities Exchange Act of 1934 (the "1934 Act");

               (b)  The  Company's  Quarterly  Reports on Form 10-Q for the
          quarters ended March 31, 1997, June 30,  1997  and  September 30,
          1997;

               (c)  The   Company's  Current  Reports  on  Form  8-K  dated
          February  15, 1997,  August  1,  1997,  November  14,  1997,  and
          December 2,  1997  (as  amended by the Company's Form 8-K/A dated
          December 2, 1997);

               (d)  All  other  reports  filed  by  the  Company  with  the
          Commission pursuant to  Section 13 of the 1934 Act since December
          31, 1996; and

               (e)  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 documents 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 that indicates that
          all securities offered  have  been  sold  or that 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
          Securities  Act of 1933  (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 KPMG as Gerd Leira.

                  23.3  Consent of Deloitte & Touche as Roar Skuland.

                  23.4  Consent   of   Jones,  Walker,  Waechter,  Poitevent,
                        Carrere & Denegre, L.L.P. 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  regis-
          tration  statement  to  include any material information with re-
          spect 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 January 9, 1998.

                                             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,
          as amended, 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,   January 9, 1998
Thomas E. Fairley     President and Chief Executive Officer
                           (Principal Executive Officer)


/s/ Ronald O. Palmer  Director and Executive Vice President  January 9, 1998
Ronald O. Palmer


/s/ Victor M. Perez    Vice President, Chief Financial       January 9, 1998
Victor M. Perez             Officer and Treasurer 
                        (Principal Financial Officer)

                             Vice President and              January __, 1998
Kenneth W. Bourgeois    Controller (Principal Accounting
                                  Officer)


/s/ H.K. Acord                   Director                    January 9, 1998
H.K. Acord


                                 Director                    January __, 1998
Benjamin F. Bailar



/s/ Garth H. Greimann            Director                    January 9, 1998
Garth H. Greimann


/s/ Edward C. Hutcheson, Jr.     Director                    January 9, 1998
Edward C. Hutcheson, Jr.

          
                                  EXHIBIT INDEX


                                                                Sequentially
          Exhibit                                               Numbered
          Number               Description  of  Exhibits        Page


          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 KPMG as Gerd Leira.

          23.3           Consent of Deloitte & Touche as Roar Skuland.

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








</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15380}]
{"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": "333-44221", "film-number": "98506316"}, "business-address": {"street1": "250 NORTH AMERICAN COURT", "city": "HOUMA", "state": "LA", "zip": "70363", "phone": "5048513833"}, "mail-address": {"street1": "P.O. BOX 2468", "city": "HOUMA", "state": "LA", "zip": "70361"}}
As filed with the Securities and Exchange Commission on January 9, 1998.
                                                  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 jurisdiction                             (I.R.S.Employer
     of incorporation or organization)                      Identification No.)
                                
                          250 North American Court
                           Houma, Louisiana 70364
                      (Address, including zip code, of
                  registrant's principal executive offices)

               Amended and Restated Trico Marine Services, Inc.
                      1996 Incentive Compensation Plan
                          (Full title of the plan)
                                 __________
                                    
                               Victor M. Perez
            Vice President, Chief Financial Officer and Treasurer
                         Trico Marine Services, Inc.
                     2401 Fountainview Drive, Suite 920
                            Houston, Texas  77057
                               (713) 780-9926
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  Copy to:
                             William B. Masters
          Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                           201 St. Charles Avenue
                      New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
Amount       Proposed maximum     Proposed maximum    Amount of
Title of securities      to be         offering price         aggregate       registration
to be registered      registered(1)      per unit           offering price        fee

Common Stock
($.01 par value     250,000 shares        $23.69(2)          $5,922,500(2)     $1,748(2)
per share)

     (1)200,000  shares  were  previously  registered  on  Form S-8 Registration
        Statement No. 333-07149 for issuance through the Trico  Marine Services,
        Inc.  1996  Incentive  Compensation  Plan.   Upon  a stock split,  stock
        dividend   or   similar  transaction  in  the  future  and  during   the
        effectiveness of  this  Registration Statement involving Common Stock of
        the Company, the number of  shares  registered  shall  be  automatically
        increased to cover the additional shares 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) under  the  Securities Act of 1933, based on the
        average of the high and low price per  share  of the Common Stock on The
        Nasdaq Stock Market on January 8, 1998.

          
                                            PART II

                       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          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 fiscal
          year ended  December 31, 1996 filed pursuant to Section 13 of the
          Securities Exchange Act of 1934 (the "1934 Act");

               (b)  The  Company's  Quarterly  Reports on Form 10-Q for the
          quarters ended March 31, 1997, June 30,  1997  and  September 30,
          1997;

               (c)  The   Company's  Current  Reports  on  Form  8-K  dated
          February  15, 1997,  August  1,  1997,  November  14,  1997,  and
          December 2,  1997  (as  amended by the Company's Form 8-K/A dated
          December 2, 1997);

               (d)  All  other  reports  filed  by  the  Company  with  the
          Commission pursuant to  Section 13 of the 1934 Act since December
          31, 1996; and

               (e)  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 documents 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 that indicates that
          all securities offered  have  been  sold  or that 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
          Securities  Act of 1933  (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 KPMG as Gerd Leira.

                  23.3  Consent of Deloitte & Touche as Roar Skuland.

                  23.4  Consent   of   Jones,  Walker,  Waechter,  Poitevent,
                        Carrere & Denegre, L.L.P. 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  regis-
          tration  statement  to  include any material information with re-
          spect 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 January 9, 1998.

                                             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,
          as amended, 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,   January 9, 1998
Thomas E. Fairley     President and Chief Executive Officer
                           (Principal Executive Officer)

/s/ Ronald O. Palmer  Director and Executive Vice President  January 9, 1998
Ronald O. Palmer

/s/ Victor M. Perez    Vice President, Chief Financial       January 9, 1998
Victor M. Perez             Officer and Treasurer 
                        (Principal Financial Officer)

                             Vice President and              January __, 1998
Kenneth W. Bourgeois    Controller (Principal Accounting
                                  Officer)

/s/ H.K. Acord                   Director                    January 9, 1998
H.K. Acord

                                 Director                    January __, 1998
Benjamin F. Bailar

/s/ Garth H. Greimann            Director                    January 9, 1998
Garth H. Greimann

/s/ Edward C. Hutcheson, Jr.     Director                    January 9, 1998
Edward C. Hutcheson, Jr.

          
                                  EXHIBIT INDEX

                                                                Sequentially
          Exhibit                                               Numbered
          Number               Description  of  Exhibits        Page

          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 KPMG as Gerd Leira.

          23.3           Consent of Deloitte & Touche as Roar Skuland.

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