


                         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)  May 16, 1997


                          TIDEWATER INC.
      (Exact name of registrant as specified in its charter)


Delaware                     1-6311                  72-0487776
(State of       (Commission File Number)           (IRS Employer
incorporation)                                  Identification No.)


1440 Canal Street, New Orleans, Louisiana               70112
(Address of principal executive offices)              (Zip Code)


                          (504) 568-1010
       (Registrant's telephone number, including area code)


                               N/A
  (Former name or former address, if changed since last report)


ITEM 2.  Acquisition or Disposition of Assets.

Acquisition of the O.I.L. Group of Companies

     On May 16, 1997, the registrant, Tidewater Inc. (the
"Company"), acquired all of the ordinary shares of O.I.L.
Limited and its related international marine operating
companies (the "O.I.L. Group") from Ocean Group plc and its
affiliates  (collectively the "Ocean Group") in exchange for a
cash payment of 331 million pounds sterling (approximately U.S.
$541.6 million).  The consideration paid Ocean Group was
determined through arm's length negotiations between the
Company and Ocean Group.  The Company used approximately $41.6
million of its cash to fund the purchase price, with the
remaining $500 million provided by borrowings under a credit
facility made available to the Company by a bank group led by
First National Bank of Commerce of New Orleans, Texas Commerce
Bank and First National Bank of Boston.

     Prior to consummation of this acquisition, the O.I.L.
Group was principally engaged in the business of operating
approximately 100 platform supply and anchor handling towing
supply vessels in most international offshore oil and gas
exploration areas outside of the United States.  The Company
intends for the foreseeable future to continue to engage in
such operations.

     The acquisition was completed on May 16, 1997, as
announced in the press release which has been filed as an
exhibit to this report.  Additional information relating to the
acquisition is set forth in the Agreement for the Acquisition
of Share Capital of the O.I.L. Group of Companies, a copy of
which has also been filed as an exhibit to this report.

Item 7.  Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired.
          All financial statements required to be filed in
          connection with this acquisition will be filed by
          amendment to this report as soon as they are
          available, but in any event within 60 days of the
          date by which this report is required to be filed.

     (b)  Pro Forma Financial Information.
          All pro forma financial information required to be
          filed in connection with this acquisition will be
          filed by amendment to this report as soon as it is
          available, but in any event within 60 days of the
          date by which this report is required to be filed.

     (c)  Exhibits.

          2.0  Agreement for the Acquisition of the Share
               Capital of the O.I.L. Group of Companies, dated
               March 20, 1997, between the Company and Ocean
               Group plc.[1]

          99.1 Press Release issued May 16, 1997 disclosing
               completion of the Company's acquisition of the
               O.I.L. Group of Companies.


**FOOTNOTES**

     [1]: Exhibit  2.0  includes a list briefly identifying the
contents of all schedules  omitted therefrom.  The Company will
furnish supplementally a copy  of  any  omitted schedule to the
Commission upon request.

                            SIGNATURE

     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.


                                   By:   /s/ Ken C. Tamblyn
                                      --------------------------
                                           Ken C. Tamblyn
                                      Executive Vice President
                                    and Chief Financial Officer


Dated:  May 30, 1997.



