As filed with the Securities and Exchange Commission on August 1, 1997.

                                        Registration No. 333-________




                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                           __________________

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

                              Tidewater Inc.
           (Exact name of registrant as specified in its charter)
                           __________________
      Delaware                                              72-0487776
  (State or other                                        (I.R.S. Employer
  jurisdiction of incorporation                          Identification No.)
  or organization)
                             1440 Canal Street
                        New Orleans, Louisiana 70112
                              (504) 568-1010
            (Address, including zip code, and telephone number
  including area code, of registrant's principal executive offices)
                           __________________


                              TIDEWATER INC.
                        1997 STOCK INCENTIVE PLAN
                         (Full title of the Plan)

                            __________________

                                                        COPY TO
Cliffe F. Laborde                             Margaret  F. Murphy 
Senior Vice President,                        Jones, Walker, Waechter,
Secretary and General Counsel                 Poitevent, Carrere 
Tidewater Inc.                                & Denegre, L.L.P.          
1440 Canal Street                             51st Floor       
New Orleans, Louisiana 70112                  201 St. Charles Avenue   
504) 566-4545                                 New Orleans, Louisiana 70170
               (Name, address, including zip code,
                and telephone number, including
                area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
|                       |   Amount | Proposed   | Proposed      |Amount of |
| Title of Each Class of|   to be  | Maximum    | Maximum       | 
       Registration                  Offering     Aggregate                |
|   Securities to be    | Regi-    |   Price    |Offering       |  Fee     |
|      Registered       | stered(1)| Per Unit(2)|Price(2)       |          |
---------------------------------------------------------------------------
|Common Stock           | 3,000,000| $48.1875(3)|$144,562,500.00|$43,806.82|
|                       |shares    |            |               |          |
---------------------------------------------------------------------------

(1)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 Rules 457(c) and (h).
(3)The average of the high and low price per share of Common Stock on the 
New York Stock Exchange on July 28, 1997, in accordance with Rule 457(c).



     

                                            PART II

                             INFORMATION NOT REQUIRED IN PROSPECTUS


          Item 3.   Incorporation of Documents by Reference.

               The  following documents, which have been filed by Tidewater
          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 March 31, 1997.

               (b)  The Company's  Quarterly  Report  on  form 10-Q for the
                    quarter ended June 30, 1997.

               (c)  The Company's Current Report on Form 8-K  dated May 16,
                    1997 and filed with the Commission on May 30,  1997  as
                    amended  by  Form  8-K/A-1 filed with the Commission on
                    July 21, 1997 and the  Company's Current Report on form
                    8-K dated May 22, 1997 filed with the Commission on May
                    30, 1997.

               (d)  The  description  of  the  Common   Stock  included  in
                    Amendments to the Company's Registration Statement  on 
                    Form 8-A/A filed with the Commission on May 24, 1993.

               With respect to the unaudited condensed consolidated interim
          financial information for the three-month period ended  June  30,
          1997,  incorporated  by  reference herein, Ernst & Young LLP have
          reported that they have applied  limited procedures in accordance
          with professional standards for a  review  of  such  information.
          However, their separate report, included in the Quarterly  Report
          on  Form 10-Q of the Company for the quarter ended June 30, 1997,
          and incorporated  herein  by  reference, states that they did not
          audit  and  they  do  not  express an  opinion  on  that  interim
          financial information.  Accordingly,  the  degree  of reliance on
          their report on such information should be restricted considering
          the  limited  nature  of  the  review  procedures  applied.   The
          independent auditors are not subject to the liability  provisions
          of  Section 11 of the Securities Act of 1933 for their report  on
          the unaudited  interim  financial information because that report
          is  not a "report" or a "part"  of  this  Registration  Statement
          prepared  or  certified  by  the  auditors  within the meaning of
          Sections 7 and 11 of the Securities Act of 1933.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Securities
          Exchange  Act of 1934 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 a 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  (the
          "DGCL") authorizes a  court to award, or a corporation's board of
          directors to grant, indemnity  to  directors  and  officers under
          certain circumstances for liabilities incurred in connection with
          their activities in such capacities (including reimbursement  for
          expenses  incurred).   Section  102(b)(7)  of  the DGCL permits a
          provision in the certificate of incorporation of each corporation
          organized  thereunder,  including  the  Company,  eliminating  or
          limiting,  with certain exceptions, the personal liability  of  a
          director to  the  corporation  or  its  shareholders for monetary
          damages for certain breaches of fiduciary  duty  as  a  director.
          Article  VIII  of the Company's By-laws provides that the Company
          shall  indemnify  any  directors,  directors  emeriti,  officers,
          employees  and agents who were or are parties to or threatened to
          be made parties  to  any threatened, pending or completed action,
          suit  or proceeding for  liabilities  and  expenses  incurred  by
          reason  of  their  actions  in  such  capacities on behalf of the
          Company, provided that the party seeking indemnification 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;  provided,  however,
          that in the  case  of an action or suit by or in the right of the
          corporation   to  procure   a   judgment   in   its   favor,   no
          indemnification  shall  be made in respect of any claim, issue or
          matter as to which such party  shall  have  been  adjudged  to be
          liable  to the corporation unless and only to the extent that  an
          appropriate  court shall determine upon application that, despite
          the  adjudication   of   liability   but   in  view  of  all  the
          circumstances  of the case, such party is fairly  and  reasonably
          entitled to indemnity for such expenses that the court shall deem
          proper.  The Company's  By-laws  also  state, among other things,
          that  it  is  the policy of the Company to  indemnify  directors,
          directors emeriti,  officers, agents and employees of the Company
          to the fullest extent permitted by law.  In addition, the Company
          maintains an insurance  policy  designed to reimburse the Company
          for  any  payments  made  by  it  pursuant   to   the   foregoing
          indemnification.  Such policy has coverage of $15 million.

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.   Exhibits.

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

               15   Letter re Unaudited Interim Financial Information.

               23.1 Consent of KPMG Peat Marwick LLP.

               23.2 Consent of Counsel (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
          proceedings) 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 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 New Orleans, State of  Louisiana, on
July 24, 1997.

                                                TIDEWATER INC.



                                                By:   /s/ Cliffe F. Laborde

                                                Cliffe F. Laborde
                                                Senior Vice President,
                                                Secretary
                                                and General Counsel


                                POWER OF ATTORNEY

        KNOW  ALL MEN BY THESE PRESENTS, that each person whose  signature
appears below constitutes  and  appoints Cliffe F. Laborde and Ken C. Tamblyn,
or either one of them, 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  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/  William  C. O'Malley     Chairman of the Board,          July 24, 1997
William C. O'Malley           President and Chief Executive 
                              Officer
                              (Principal Executive Officer)

/s/   Ken   C.  Tamblyn       Executive Vice President and    July 24, 1997
Ken C. Tamblyn                Chief Financial Officer
                              (Principal Financial Officer and
                              Principal Accounting Officer)

/s/ Robert H. Boh             Director                        July 24, 1997
Robert H. Boh


/s/ Donald T. Bollinger       Director                        July 24, 1997
Donald T. Bollinger


/s/ Arthur R. Carlson         Director                        July 24, 1997
Arthur R. Carlson


/s/ Larry D. Hornbeck         Director                        July 24, 1997
Larry D. Hornbeck


/s/ Hugh J. Kelly             Director                        July 24, 1997
Hugh J. Kelly


/s/ John P. Laborde           Director                        July 24, 1997
John P. Laborde


/s/ Paul W. Murrill           Director                        July 24, 1997
Paul W. Murrill


/s/ Lester Pollack            Director                        July 24, 1997
Lester Pollack


/s/ J. Hugh Roff, Jr.         Director                        July 24, 1997
J. Hugh Roff, Jr.




                                         EXHIBIT INDEX


                                                            
                                                            Sequentially
Exhibit                                                       Numbered
Number           Description  of  Exhibits                      Page



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

15          Letter re Unaudited Interim 
            Financial Information.

23.1        Consent of KPMG Peat Marwick LLP.

23.2        Consent  of  Counsel  (included  in
            Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17927}]
{"company-data": {"conformed-name": "TIDEWATER INC", "cik": "0000098222", "assigned-sic": "4400", "irs-number": "720487776", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32729", "film-number": "97650487"}, "business-address": {"street1": "1440 CANAL ST STE 2100", "city": "NEW ORLEANS", "state": "LA", "zip": "70112", "phone": "5045681010"}, "mail-address": {"street1": "1440 CANAL STREET", "street2": "STE 2100", "city": "NEW ORLEANS", "state": "LA", "zip": "70112"}, "former-company": {"former-conformed-name": "TIDEWATER MARINE SERVICE INC", "date-changed": "19780724"}}
As filed with the Securities and Exchange Commission on August 1, 1997.

                                        Registration No. 333-________

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                           __________________

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

                              Tidewater Inc.
           (Exact name of registrant as specified in its charter)
                           __________________
      Delaware                                              72-0487776
  (State or other                                        (I.R.S. Employer
  jurisdiction of incorporation                          Identification No.)
  or organization)
                             1440 Canal Street
                        New Orleans, Louisiana 70112
                              (504) 568-1010
            (Address, including zip code, and telephone number
  including area code, of registrant's principal executive offices)
                           __________________

                              TIDEWATER INC.
                        1997 STOCK INCENTIVE PLAN
                         (Full title of the Plan)

                            __________________

                                                        COPY TO
Cliffe F. Laborde                             Margaret  F. Murphy 
Senior Vice President,                        Jones, Walker, Waechter,
Secretary and General Counsel                 Poitevent, Carrere 
Tidewater Inc.                                & Denegre, L.L.P.          
1440 Canal Street                             51st Floor       
New Orleans, Louisiana 70112                  201 St. Charles Avenue   
504) 566-4545                                 New Orleans, Louisiana 70170
               (Name, address, including zip code,
                and telephone number, including
                area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
|                       |   Amount | Proposed   | Proposed      |Amount of |
| Title of Each Class of|   to be  | Maximum    | Maximum       | 
       Registration                  Offering     Aggregate                |
|   Securities to be    | Regi-    |   Price    |Offering       |  Fee     |
|      Registered       | stered(1)| Per Unit(2)|Price(2)       |          |
---------------------------------------------------------------------------
|Common Stock           | 3,000,000| $48.1875(3)|$144,562,500.00|$43,806.82|
|                       |shares    |            |               |          |
---------------------------------------------------------------------------

(1)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 Rules 457(c) and (h).
(3)The average of the high and low price per share of Common Stock on the 
New York Stock Exchange on July 28, 1997, in accordance with Rule 457(c).

     

                                            PART II

                             INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 3.   Incorporation of Documents by Reference.

               The  following documents, which have been filed by Tidewater
          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 March 31, 1997.

               (b)  The Company's  Quarterly  Report  on  form 10-Q for the
                    quarter ended June 30, 1997.

               (c)  The Company's Current Report on Form 8-K  dated May 16,
                    1997 and filed with the Commission on May 30,  1997  as
                    amended  by  Form  8-K/A-1 filed with the Commission on
                    July 21, 1997 and the  Company's Current Report on form
                    8-K dated May 22, 1997 filed with the Commission on May
                    30, 1997.

               (d)  The  description  of  the  Common   Stock  included  in
                    Amendments to the Company's Registration Statement  on 
                    Form 8-A/A filed with the Commission on May 24, 1993.

               With respect to the unaudited condensed consolidated interim
          financial information for the three-month period ended  June  30,
          1997,  incorporated  by  reference herein, Ernst & Young LLP have
          reported that they have applied  limited procedures in accordance
          with professional standards for a  review  of  such  information.
          However, their separate report, included in the Quarterly  Report
          on  Form 10-Q of the Company for the quarter ended June 30, 1997,
          and incorporated  herein  by  reference, states that they did not
          audit  and  they  do  not  express an  opinion  on  that  interim
          financial information.  Accordingly,  the  degree  of reliance on
          their report on such information should be restricted considering
          the  limited  nature  of  the  review  procedures  applied.   The
          independent auditors are not subject to the liability  provisions
          of  Section 11 of the Securities Act of 1933 for their report  on
          the unaudited  interim  financial information because that report
          is  not a "report" or a "part"  of  this  Registration  Statement
          prepared  or  certified  by  the  auditors  within the meaning of
          Sections 7 and 11 of the Securities Act of 1933.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Securities
          Exchange  Act of 1934 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 a 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  (the
          "DGCL") authorizes a  court to award, or a corporation's board of
          directors to grant, indemnity  to  directors  and  officers under
          certain circumstances for liabilities incurred in connection with
          their activities in such capacities (including reimbursement  for
          expenses  incurred).   Section  102(b)(7)  of  the DGCL permits a
          provision in the certificate of incorporation of each corporation
          organized  thereunder,  including  the  Company,  eliminating  or
          limiting,  with certain exceptions, the personal liability  of  a
          director to  the  corporation  or  its  shareholders for monetary
          damages for certain breaches of fiduciary  duty  as  a  director.
          Article  VIII  of the Company's By-laws provides that the Company
          shall  indemnify  any  directors,  directors  emeriti,  officers,
          employees  and agents who were or are parties to or threatened to
          be made parties  to  any threatened, pending or completed action,
          suit  or proceeding for  liabilities  and  expenses  incurred  by
          reason  of  their  actions  in  such  capacities on behalf of the
          Company, provided that the party seeking indemnification 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;  provided,  however,
          that in the  case  of an action or suit by or in the right of the
          corporation   to  procure   a   judgment   in   its   favor,   no
          indemnification  shall  be made in respect of any claim, issue or
          matter as to which such party  shall  have  been  adjudged  to be
          liable  to the corporation unless and only to the extent that  an
          appropriate  court shall determine upon application that, despite
          the  adjudication   of   liability   but   in  view  of  all  the
          circumstances  of the case, such party is fairly  and  reasonably
          entitled to indemnity for such expenses that the court shall deem
          proper.  The Company's  By-laws  also  state, among other things,
          that  it  is  the policy of the Company to  indemnify  directors,
          directors emeriti,  officers, agents and employees of the Company
          to the fullest extent permitted by law.  In addition, the Company
          maintains an insurance  policy  designed to reimburse the Company
          for  any  payments  made  by  it  pursuant   to   the   foregoing
          indemnification.  Such policy has coverage of $15 million.

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.   Exhibits.

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

               15   Letter re Unaudited Interim Financial Information.

               23.1 Consent of KPMG Peat Marwick LLP.

               23.2 Consent of Counsel (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
          proceedings) 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 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 New Orleans, State of  Louisiana, on
July 24, 1997.

                                                TIDEWATER INC.

                                                By:   /s/ Cliffe F. Laborde

                                                Cliffe F. Laborde
                                                Senior Vice President,
                                                Secretary
                                                and General Counsel

                                POWER OF ATTORNEY

        KNOW  ALL MEN BY THESE PRESENTS, that each person whose  signature
appears below constitutes  and  appoints Cliffe F. Laborde and Ken C. Tamblyn,
or either one of them, 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  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/  William  C. O'Malley     Chairman of the Board,          July 24, 1997
William C. O'Malley           President and Chief Executive 
                              Officer
                              (Principal Executive Officer)

/s/   Ken   C.  Tamblyn       Executive Vice President and    July 24, 1997
Ken C. Tamblyn                Chief Financial Officer
                              (Principal Financial Officer and
                              Principal Accounting Officer)

/s/ Robert H. Boh             Director                        July 24, 1997
Robert H. Boh

/s/ Donald T. Bollinger       Director                        July 24, 1997
Donald T. Bollinger

/s/ Arthur R. Carlson         Director                        July 24, 1997
Arthur R. Carlson

/s/ Larry D. Hornbeck         Director                        July 24, 1997
Larry D. Hornbeck

/s/ Hugh J. Kelly             Director                        July 24, 1997
Hugh J. Kelly

/s/ John P. Laborde           Director                        July 24, 1997
John P. Laborde

/s/ Paul W. Murrill           Director                        July 24, 1997
Paul W. Murrill

/s/ Lester Pollack            Director                        July 24, 1997
Lester Pollack

/s/ J. Hugh Roff, Jr.         Director                        July 24, 1997
J. Hugh Roff, Jr.

                                         EXHIBIT INDEX

                                                            
                                                            Sequentially
Exhibit                                                       Numbered
Number           Description  of  Exhibits                      Page

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

15          Letter re Unaudited Interim 
            Financial Information.

23.1        Consent of KPMG Peat Marwick LLP.

23.2        Consent  of  Counsel  (included  in
            Exhibit 5).