TRICO MARINE SERVICES INC
8-K, 2000-06-15
WATER TRANSPORTATION
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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): June 14, 2000


                        TRICO MARINE SERVICES, INC.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         Delaware                   0-28316             72-1252405
(STATE OR OTHER JURISDICTION      (COMMISSION         (IRS  EMPLOYER
    OF INCORPORATION)             FILE NUMBER)      IDENTIFICATION NO.)


          250 North American Court, Houma, Louisiana       70363
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)



                              (504) 851-3833
           (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



<PAGE>

ITEM 5.   OTHER EVENTS.

     Trico Marine Services, Inc. (the "Company") announced  today  that  it
has  agreed  with  a  bondholder group, to exchange 3,109,857 shares of its
common stock for $32,140,000  face  amount,  plus  accrued interest, of its
$280 million of 8-1/2% senior notes due 2005.  The exchange is scheduled to
close on June 16, 2000.

     On  June 14, 2000, the Company issued a press release  announcing  the
exchange, which is included as Exhibit 99 to this Form 8-K and incorporated
herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Exhibits.

          99   Press  release issued by Trico Marine Services, Inc. on June
14, 2000.

<PAGE>
                                SIGNATURES

     Pursuant to the requirements  of  the Securities Exchange Act of 1934,
the registrant has duly caused this report  to  be  signed on its behalf by
the undersigned hereunto duly authorized.


                              TRICO MARINE SERVICES, INC.



                              By: /S/ Victor M. Perez
                                 ----------------------------------------
                                            Victor M. Perez
                                  Vice President, Chief Financial Officer
                                             And Treasurer

Dated: June 14, 2000





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