As filed with the Securities and Exchange Commission on March 10, 1998.

                                                 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.
                        EMPLOYEE RESTRICTED STOCK PLAN
                           (Full title of the Plan)

                              __________________

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                Amount     Proposed Maximum   Proposed Maximum    Amount of 
  Title of Each Class of        to be       Offering Price   Aggregate Offering Registration
Securities to be Registered  Registered(1)   Per Unit(2)          Price(2)           Fee     
<S>                         <C>            <C>               <C>                <C>               
   Common Stock             300,000 shares    $45.125(3)         $13,537,500      $3,993.57 


(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
   March 6, 1998, in accordance with Rule 457(c).

</TABLE>

                                   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, except  for  pages F-2 through F-19,
          which have been updated by  Form 8-K filed with the Commission on
          March 9, 1998.

               (b)  The Company's  Quarterly  Reports  on Form 10-Q for the
          quarters ended June 30, 1997, September 30, 1997 and December 31,
          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,  the
          Company's Current Report on Form  8-K  dated  May  22, 1997 filed
          with  the  Commission  on May 30, 1997 and the Company's  Current
          Report on Form 8-K filed with the Commission on March 9, 1998.

               (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  and   year-to-date
          periods ended June 30, 1997, September 30, 1997 and December  31,
          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  reports,  included  in  the  Quarterly
          Reports  on Form 10-Q of the Company for the quarters ended  June
          30,  1997,   September  30,  1997  and  December  31,  1997,  and
          incorporated herein  by  reference, state that they did not audit
          and they do not express an  opinion  on  that  interim  financial
          information.   Accordingly,  the  degree  of  reliance  on  their
          reports 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  reports  on  the
          unaudited interim financial information because those reports are
          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.

                                         II-2




                                  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,
hereunto duly authorized, in the City  of New Orleans, State of  Louisiana, on
February 19, 1998.

                                         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,      February 19, 1998
------------------------     President and Chief Executive 
    William C. O'Malley               Officer
                             (Principal Executive Officer)                      

   /s/ Ken C. Tamblyn        Executive Vice President and    February 19, 1998
------------------------        Chief Financial Officer
       Ken C. Tamblyn      (Principal Financial Officer and
                             Principal Accounting Officer)

  /s/ Robert H. Boh                   Director               February 18, 1998
-------------------------                         
     Robert H. Boh

/s/ Donald T. Bollinger               Director               February 19, 1998
-------------------------
    Donald T. Bollinger


/s/ Arthur R. Carlson                 Director               February 19, 1998
--------------------------
    Arthur R. Carlson


/s/ Larry D. Hornbeck                 Director               February 19, 1998
--------------------------
    Larry D. Hornbeck


  /s/ Hugh J. Kelly                   Director               February 19, 1998
--------------------------
      Hugh J. Kelly


 /s/ John P. Laborde                  Director               February 19, 1998
--------------------------
    John P. Laborde


 /s/ Paul W. Murrill                  Director               February 19, 1998
--------------------------
     Paul W. Murrill


  /s/ Lester Pollack                  Director               February 19, 1998
--------------------------
      Lester Pollack


/s/ J. Hugh Roff, Jr.                 Director               February 18, 1998
--------------------------
    J. Hugh Roff, Jr.


                                     S-1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17847}]
{"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": "333-47687", "film-number": "98561741"}, "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 March 10, 1998.

                                                 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.
                        EMPLOYEE RESTRICTED STOCK PLAN
                           (Full title of the Plan)

                              __________________

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

                         CALCULATION OF REGISTRATION FEE
Amount     Proposed Maximum   Proposed Maximum    Amount of 
  Title of Each Class of        to be       Offering Price   Aggregate Offering Registration
Securities to be Registered  Registered(1)   Per Unit(2)          Price(2)           Fee
Common Stock             300,000 shares    $45.125(3)         $13,537,500      $3,993.57 

(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
   March 6, 1998, 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, except  for  pages F-2 through F-19,
          which have been updated by  Form 8-K filed with the Commission on
          March 9, 1998.

               (b)  The Company's  Quarterly  Reports  on Form 10-Q for the
          quarters ended June 30, 1997, September 30, 1997 and December 31,
          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,  the
          Company's Current Report on Form  8-K  dated  May  22, 1997 filed
          with  the  Commission  on May 30, 1997 and the Company's  Current
          Report on Form 8-K filed with the Commission on March 9, 1998.

               (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  and   year-to-date
          periods ended June 30, 1997, September 30, 1997 and December  31,
          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  reports,  included  in  the  Quarterly
          Reports  on Form 10-Q of the Company for the quarters ended  June
          30,  1997,   September  30,  1997  and  December  31,  1997,  and
          incorporated herein  by  reference, state that they did not audit
          and they do not express an  opinion  on  that  interim  financial
          information.   Accordingly,  the  degree  of  reliance  on  their
          reports 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  reports  on  the
          unaudited interim financial information because those reports are
          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.

                                         II-2

                                  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,
hereunto duly authorized, in the City  of New Orleans, State of  Louisiana, on
February 19, 1998.

                                         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,      February 19, 1998
------------------------     President and Chief Executive 
    William C. O'Malley               Officer
                             (Principal Executive Officer)                      

   /s/ Ken C. Tamblyn        Executive Vice President and    February 19, 1998
------------------------        Chief Financial Officer
       Ken C. Tamblyn      (Principal Financial Officer and
                             Principal Accounting Officer)

  /s/ Robert H. Boh                   Director               February 18, 1998
-------------------------                         
     Robert H. Boh

/s/ Donald T. Bollinger               Director               February 19, 1998
-------------------------
    Donald T. Bollinger

/s/ Arthur R. Carlson                 Director               February 19, 1998
--------------------------
    Arthur R. Carlson

/s/ Larry D. Hornbeck                 Director               February 19, 1998
--------------------------
    Larry D. Hornbeck

  /s/ Hugh J. Kelly                   Director               February 19, 1998
--------------------------
      Hugh J. Kelly

 /s/ John P. Laborde                  Director               February 19, 1998
--------------------------
    John P. Laborde

 /s/ Paul W. Murrill                  Director               February 19, 1998
--------------------------
     Paul W. Murrill

  /s/ Lester Pollack                  Director               February 19, 1998
--------------------------
      Lester Pollack

/s/ J. Hugh Roff, Jr.                 Director               February 18, 1998
--------------------------
    J. Hugh Roff, Jr.

                                     S-1