As filed with the Securities and Exchange Commission on October 30, 1996
                                         Registration No. 333-_____
===================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                         _________________________

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

                    TRANSMONTAIGNE OIL COMPANY
          (Exact name of registrant as specified in its charter)
                         _________________________

                DELAWARE                      06-1052062
     (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)      Identification Number)

                         370-17TH STREET, SUITE 900
                          DENVER, COLORADO  80202
                              (303) 605-1798
 (Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

               TRANSMONTAIGNE OIL COMPANY 
               EMPLOYEES' STOCK OPTION PLAN 
                             and
               TRANSMONTAIGNE OIL COMPANY 
               AMENDED AND RESTATED
               EMPLOYEE NONQUALIFIED STOCK OPTION PLAN                       
                   (Full titles of plans)
                       _________________________

            HAROLD R. LOGAN, JR.          WITH A COPY TO:
            EXECUTIVE VICE PRESIDENT      NICK NIMMO, ESQ.
            370 17TH STREET, SUITE 2750   HOLME ROBERTS & OWEN LLP
            DENVER, COLORADO  80202       1700 17TH STREET, SUITE 4200
            (303) 626-8200                DENVER, COLORADO  80203
                                          (303) 861-7000
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                         _________________________

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

Common 
Stock 
($.01 par   1,000,000
value)      shares      $3.998          $3,998,192     $1,212
==================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h).  The price per share and aggregate
offering price are based upon the actual exercise price for shares to be issued
pursuant to options previously granted under the Company's stock option plans.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed or to be filed by TransMontaigne Oil Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this Registration
Statement by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended April 30,
1996, filed with the Commission pursuant to the Exchange Act on August 15, 1996.

     (b)  The Company's Current Report on Form 8-K, as filed with the Commission
on June 6, 1995.

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1996, as filed with the Commission on September 16, 1996.

     (d)  The Company's Current Report on Form 8-K, as filed with the Commission
on July 23, 1996.

     (e)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4 (No. 333-03195), filed with the
Commission on May 10, 1996.

     (f)  All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.

     All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, as amended, subsequent to the date of this Registration Statement and 
prior to the filing of a post- effective amendment to this Registration 
Statement indicating that all securities offered under the Registration 
Statement have been sold, or deregistering all securities then remaining 
unsold, shall be demed to be incorporated in this Registration Statement 
by reference and to be a part hereof from the date of filing such documents.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Bylaws and Restated Certificate of Incorporation provide 
that the Company shall, to the fullest extent permitted by the General 
Corporation Law of the State of Delaware, as amended from time to time, 
indemnify all directors and officers of the Company. Section 145 of the 
Delaware General Corporation Law provides in part that a corporation shall 
have the power to indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending or completed action, suit or 
proceeding (other than an action by or in the right of the corporation) by 
reason of the fact that such person is or was a director, officer, employee 
or agent of the corporation or is or was serving at the request of the 
corporation as a director, officer, partner or trustee of, or in any similar 
managerial or fiduciary position of, or as an employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation, and with respect to any criminal 
action or proceeding, had no reasonable cause to believe his conduct was 
unlawful.  Similar indemnity is authorized for such persons against expenses 
(including attorneys' fees) actually and reasonably incurred in defense or 
settlement of any threatened, pending or completed action or suit by or in the 
right of the corporation, if such person acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interests of the 
corporation, and provided further that (unless a court of competent 
jurisdiction otherwise provides) such person shall not have been adjudged 
liable to the corporation. 
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable 
standard of conduct.

     Additionally, the Company's Restated Certificate of Incorporation contains
a provision eliminating the personal liability of directors to the Company or 
its stockholders for monetary damages arising out of a breach of fiduciary 
duty.  Under Delaware law, this provision eliminates the liability of a 
director for breach of fiduciary duty but does not eliminate the personal 
liability of any director (i) for a breach of the duty of loyalty to the 
Company or to its stockholders; (ii) for acts or omissions by the director not 
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for liability arising under Section 174 of the General Corporation 
Law (relating to the declaration of dividends and the purchase or redemption of
shares in violation of the General Corporation Law); or (iv) for any 
transaction from which the director derived an improper personal benefit.

8.   EXHIBITS.

    4.1   Restated Certificate of Incorporation of the Company.(1)
    4.2   Bylaws of the Company.(2)
    5.1   Opinion and Consent of Holme Roberts & Owen LLP.
   10.1    The TransMontaigne Oil Company Employee Nonqualified
                Stock Option Plan.(1)
   10.2    The TransMontaigne Oil Company Employees' Stock Option
                Plan.(1) 
   24.1   Consent of Counsel.  See Exhibit 5.1
   24.2   Consent of KPMG Peat Marwick LLP
   24.3   Consent of KPMG Peat Marwick LLP
   25.1   Power of Attorney.  See the signature page hereof.
____________________

(1)  Filed previously as an Exhibit to the Company's Annual Report on Form 10-K
(No.1-11763) for the year ended April 30, 1996, and incorporated herein by
reference.

(2)  Filed previously as an Exhibit to the Company's Registration Statement on
Form S-4 (No. 0-13201) dated January 22, 1991, and incorporated herein by
reference.

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 Registra-
tion 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 offer-
ing thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities 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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the Securi-
ties Act of 1933 may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or otherwise, the 
Company 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 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or unless in the opinion 
of its counsel the matter has been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 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 Company
certifies that it has reasonable grounds to believe that it meets all of 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 Denver, State of Colorado, on the 29th day of 
October, 1996.

                              TRANSMONTAIGNE OIL COMPANY


                              By: _______________________
                                  /s/Harold R. Logan,  Jr.
                                  Executive Vice President

     Each person whose signature appears below does hereby make, constitute 
and appoint each of Richard E. Gathright, Harold R. Logan, Jr. and William A. 
Sikora as such person's true and lawful attorney-in-fact and agent, with full 
power of substitution, resubstitution and revocation to execute, deliver and 
file with the Securities and Exchange Commission, for and on such person's 
behalf, and in any and all capacities, this Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) thereto, with 
all exhibits thereto and other documents in connection therewith, 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 such person might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or 
such person's 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 indicated on October 29, 1996.

         Name and Signature                        Title
         -------------------------                 -----


/s/CORTLANDT S. DIETLER                 Chairman and Chief
------------------------------------    Executive Officer
Cortlandt S. Dietler                    (Principal executive
                                        officer)


/s/RICHARD E. GATHRIGHT                 President and Director
------------------------------------
Richard E. Gathright


/s/HAROLD  R. LOGAN, JR.                Executive Vice
------------------------------------    President/Finance,
Harold R. Logan,  Jr.                   Treasurer and
                                        Director(Principal
                                        financial officer)


/s/ WILLIAM A. SIKORA                   Executive Vice President
------------------------------------    (Principal accounting
William A. Sikora                       officer)


/s/JOHN  A. HILL                        Director
------------------------------------
John A. Hill

/s/BRYAN H. LAWRENCE                    Director
------------------------------------
Bryan H. Lawrence

/s/WILLIAM E. MACAULAY                  Director
------------------------------------
William E. Macaulay

/s/EDWIN H. MORGENS                     Director
------------------------------------
Edwin H. Morgens
                             EXHIBIT INDEX

Exhibit
No.       Description

    4.1   Restated Certificate of Incorporation of the Company.(1)
    4.2   Bylaws of the Company.(2)
    5.1   Opinion and Consent of Holme Roberts & Owen LLP.
   10.1    The TransMontaigne Oil Company Employee Nonqualified
                Stock Option Plan.(1)
   10.2    The TransMontaigne Oil Company Employees' Stock Option
                Plan.(1) 
   24.1   Consent of Counsel.  See Exhibit 5.1
   24.2   Consent of KPMG Peat Marwick LLP
   24.3   Consent of KPMG Peat Marwick LLP
   25.1   Power of Attorney.  See the signature page hereof.
____________________

(1)  Filed previously as an Exhibit to the Company's Annual Report on Form 10-K
(No. 1-11763) for the year ended April 30, 1996, and incorporated herein by
reference.

(2)  Filed previously as an Exhibit to the Company's Registration Statement on
Form S-4 (No. 0-13201) dated January 22, 1991, and incorporated herein by
reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15809}]
{"company-data": {"conformed-name": "TRANSMONTAIGNE OIL CO", "cik": "0000755199", "assigned-sic": "1311", "irs-number": "061052062", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15055", "film-number": "96649747"}, "business-address": {"street1": "1801 BROADWAY STE 600", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032961908"}, "mail-address": {"street1": "1801 BROADWAY SUITE 600", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "SHEFFIELD EXPLORATION CO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 30, 1996
                                         Registration No. 333-_____
===================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                         _________________________

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

                    TRANSMONTAIGNE OIL COMPANY
          (Exact name of registrant as specified in its charter)
                         _________________________

                DELAWARE                      06-1052062
     (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)      Identification Number)

                         370-17TH STREET, SUITE 900
                          DENVER, COLORADO  80202
                              (303) 605-1798
 (Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

               TRANSMONTAIGNE OIL COMPANY 
               EMPLOYEES' STOCK OPTION PLAN 
                             and
               TRANSMONTAIGNE OIL COMPANY 
               AMENDED AND RESTATED
               EMPLOYEE NONQUALIFIED STOCK OPTION PLAN                       
                   (Full titles of plans)
                       _________________________

            HAROLD R. LOGAN, JR.          WITH A COPY TO:
            EXECUTIVE VICE PRESIDENT      NICK NIMMO, ESQ.
            370 17TH STREET, SUITE 2750   HOLME ROBERTS & OWEN LLP
            DENVER, COLORADO  80202       1700 17TH STREET, SUITE 4200
            (303) 626-8200                DENVER, COLORADO  80203
                                          (303) 861-7000
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                         _________________________

                      CALCULATION OF REGISTRATION FEE
===================================================================
Title of                Proposed        Proposed
securities  Amount      maximum         maximum
to be       to be       offering price  aggregate      Amount of 
registered  registered  per share(1)    offering       registration
                                        price(1)       fee
-------------------------------------------------------------------

Common 
Stock 
($.01 par   1,000,000
value)      shares      $3.998          $3,998,192     $1,212
==================================================================
(1) Calculated pursuant to Rule 457(h).  The price per share and aggregate
offering price are based upon the actual exercise price for shares to be issued
pursuant to options previously granted under the Company's stock option plans.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed or to be filed by TransMontaigne Oil Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this Registration
Statement by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended April 30,
1996, filed with the Commission pursuant to the Exchange Act on August 15, 1996.

     (b)  The Company's Current Report on Form 8-K, as filed with the Commission
on June 6, 1995.

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1996, as filed with the Commission on September 16, 1996.

     (d)  The Company's Current Report on Form 8-K, as filed with the Commission
on July 23, 1996.

     (e)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4 (No. 333-03195), filed with the
Commission on May 10, 1996.

     (f)  All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.

     All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, as amended, subsequent to the date of this Registration Statement and 
prior to the filing of a post- effective amendment to this Registration 
Statement indicating that all securities offered under the Registration 
Statement have been sold, or deregistering all securities then remaining 
unsold, shall be demed to be incorporated in this Registration Statement 
by reference and to be a part hereof from the date of filing such documents.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Bylaws and Restated Certificate of Incorporation provide 
that the Company shall, to the fullest extent permitted by the General 
Corporation Law of the State of Delaware, as amended from time to time, 
indemnify all directors and officers of the Company. Section 145 of the 
Delaware General Corporation Law provides in part that a corporation shall 
have the power to indemnify any person who was or is a party or is threatened 
to be made a party to any threatened, pending or completed action, suit or 
proceeding (other than an action by or in the right of the corporation) by 
reason of the fact that such person is or was a director, officer, employee 
or agent of the corporation or is or was serving at the request of the 
corporation as a director, officer, partner or trustee of, or in any similar 
managerial or fiduciary position of, or as an employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation, and with respect to any criminal 
action or proceeding, had no reasonable cause to believe his conduct was 
unlawful.  Similar indemnity is authorized for such persons against expenses 
(including attorneys' fees) actually and reasonably incurred in defense or 
settlement of any threatened, pending or completed action or suit by or in the 
right of the corporation, if such person acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interests of the 
corporation, and provided further that (unless a court of competent 
jurisdiction otherwise provides) such person shall not have been adjudged 
liable to the corporation. 
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable 
standard of conduct.

     Additionally, the Company's Restated Certificate of Incorporation contains
a provision eliminating the personal liability of directors to the Company or 
its stockholders for monetary damages arising out of a breach of fiduciary 
duty.  Under Delaware law, this provision eliminates the liability of a 
director for breach of fiduciary duty but does not eliminate the personal 
liability of any director (i) for a breach of the duty of loyalty to the 
Company or to its stockholders; (ii) for acts or omissions by the director not 
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for liability arising under Section 174 of the General Corporation 
Law (relating to the declaration of dividends and the purchase or redemption of
shares in violation of the General Corporation Law); or (iv) for any 
transaction from which the director derived an improper personal benefit.

8.   EXHIBITS.

    4.1   Restated Certificate of Incorporation of the Company.(1)
    4.2   Bylaws of the Company.(2)
    5.1   Opinion and Consent of Holme Roberts & Owen LLP.
   10.1    The TransMontaigne Oil Company Employee Nonqualified
                Stock Option Plan.(1)
   10.2    The TransMontaigne Oil Company Employees' Stock Option
                Plan.(1) 
   24.1   Consent of Counsel.  See Exhibit 5.1
   24.2   Consent of KPMG Peat Marwick LLP
   24.3   Consent of KPMG Peat Marwick LLP
   25.1   Power of Attorney.  See the signature page hereof.
____________________

(1)  Filed previously as an Exhibit to the Company's Annual Report on Form 10-K
(No.1-11763) for the year ended April 30, 1996, and incorporated herein by
reference.

(2)  Filed previously as an Exhibit to the Company's Registration Statement on
Form S-4 (No. 0-13201) dated January 22, 1991, and incorporated herein by
reference.

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 Registra-
tion 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 offer-
ing thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities 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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the Securi-
ties Act of 1933 may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or otherwise, the 
Company 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 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or unless in the opinion 
of its counsel the matter has been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 Denver, State of Colorado, on the 29th day of 
October, 1996.

                              TRANSMONTAIGNE OIL COMPANY

                              By: _______________________
                                  /s/Harold R. Logan,  Jr.
                                  Executive Vice President

     Each person whose signature appears below does hereby make, constitute 
and appoint each of Richard E. Gathright, Harold R. Logan, Jr. and William A. 
Sikora as such person's true and lawful attorney-in-fact and agent, with full 
power of substitution, resubstitution and revocation to execute, deliver and 
file with the Securities and Exchange Commission, for and on such person's 
behalf, and in any and all capacities, this Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) thereto, with 
all exhibits thereto and other documents in connection therewith, 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 such person might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or 
such person's 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 indicated on October 29, 1996.

         Name and Signature                        Title
         -------------------------                 -----

/s/CORTLANDT S. DIETLER                 Chairman and Chief
------------------------------------    Executive Officer
Cortlandt S. Dietler                    (Principal executive
                                        officer)

/s/RICHARD E. GATHRIGHT                 President and Director
------------------------------------
Richard E. Gathright

/s/HAROLD  R. LOGAN, JR.                Executive Vice
------------------------------------    President/Finance,
Harold R. Logan,  Jr.                   Treasurer and
                                        Director(Principal
                                        financial officer)

/s/ WILLIAM A. SIKORA                   Executive Vice President
------------------------------------    (Principal accounting
William A. Sikora                       officer)

/s/JOHN  A. HILL                        Director
------------------------------------
John A. Hill

/s/BRYAN H. LAWRENCE                    Director
------------------------------------
Bryan H. Lawrence

/s/WILLIAM E. MACAULAY                  Director
------------------------------------
William E. Macaulay

/s/EDWIN H. MORGENS                     Director
------------------------------------
Edwin H. Morgens
                             EXHIBIT INDEX

Exhibit
No.       Description

    4.1   Restated Certificate of Incorporation of the Company.(1)
    4.2   Bylaws of the Company.(2)
    5.1   Opinion and Consent of Holme Roberts & Owen LLP.
   10.1    The TransMontaigne Oil Company Employee Nonqualified
                Stock Option Plan.(1)
   10.2    The TransMontaigne Oil Company Employees' Stock Option
                Plan.(1) 
   24.1   Consent of Counsel.  See Exhibit 5.1
   24.2   Consent of KPMG Peat Marwick LLP
   24.3   Consent of KPMG Peat Marwick LLP
   25.1   Power of Attorney.  See the signature page hereof.
____________________

(1)  Filed previously as an Exhibit to the Company's Annual Report on Form 10-K
(No. 1-11763) for the year ended April 30, 1996, and incorporated herein by
reference.

(2)  Filed previously as an Exhibit to the Company's Registration Statement on
Form S-4 (No. 0-13201) dated January 22, 1991, and incorporated herein by
reference.