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<SEC-DOCUMENT>0000899243-01-000091.txt : 20010123
<SEC-HEADER>0000899243-01-000091.hdr.sgml : 20010123
ACCESSION NUMBER:		0000899243-01-000091
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010117

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TIDEWATER INC
		CENTRAL INDEX KEY:			0000098222
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER TRANSPORTATION [4400]
		IRS NUMBER:				720487776
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	001-06311
		FILM NUMBER:		1509923

	BUSINESS ADDRESS:	
		STREET 1:		601 POYDRAS ST.
		STREET 2:		SUITE 1900
		CITY:			NEW ORLEANS
		STATE:			LA
		ZIP:			70130
		BUSINESS PHONE:		5045681010

	MAIL ADDRESS:	
		STREET 1:		601 POYDRAS ST.
		STREET 2:		SUITE 1900
		CITY:			NEW ORLEANS
		STATE:			LA
		ZIP:			70130

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TIDEWATER MARINE SERVICE INC
		DATE OF NAME CHANGE:	19780724
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q FOR PERIOD ENDED DECEMBER 31, 2000
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 - For the Quarterly Period Ended December 31, 2000

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 - For the Transition Period From

_______________________________________ to _____________________________________


                         Commission file number 1-6311
                                                ------

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

         DELAWARE                                              72-0487776
- --------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification Number)

        601 Poydras Street, Suite 1900, New Orleans, Louisiana 70130
- --------------------------------------------------------------------------------
        (Address of principal executive offices)                     (Zip Code)

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

                                NOT APPLICABLE
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or of such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    YES   X             NO _____
                                        -----

55,872,893 shares of Tidewater Inc. common stock $.10 par value per share were
outstanding on January 12, 2001. Excluded from the calculation of shares
outstanding at January 12, 2001 are 4,678,487 shares held by the Registrant's
Grantor Stock Ownership Trust. Registrant has no other class of common stock
outstanding.

                                      -1-
<PAGE>

                        PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
         --------------------
TIDEWATER INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                 December 31,             March 31,
ASSETS                                                                              2000                    2000
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                           <C>
Current assets:
   Cash and cash equivalents                                                $       85,880                 226,910
   Trade and other receivables                                                     161,663                 149,006
   Marine operating supplies                                                        26,652                  25,405
   Other current assets                                                              1,429                   2,372
- ------------------------------------------------------------------------------------------------------------------
       Total current assets                                                        275,624                 403,693
- ------------------------------------------------------------------------------------------------------------------
Investments in, at equity, and advances to
   unconsolidated companies                                                         20,848                  23,275
Properties and equipment:
   Vessels and related equipment                                                 1,555,852               1,356,177
   Other properties and equipment                                                   42,420                  42,474
- ------------------------------------------------------------------------------------------------------------------
                                                                                 1,598,272               1,398,651
   Less accumulated depreciation                                                   861,133                 842,620
- ------------------------------------------------------------------------------------------------------------------
       Net properties and equipment                                                737,139                 556,031
- ------------------------------------------------------------------------------------------------------------------
Goodwill, net                                                                      331,129                 338,006
Other assets                                                                       125,716                 111,331
- ------------------------------------------------------------------------------------------------------------------
               Total assets                                                 $    1,490,456               1,432,336
==================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------------------
Current liabilities:
   Accounts payable and accrued expenses                                            57,227                  66,943
   Accrued property and liability losses                                             7,711                   4,322
   Income taxes                                                                      6,031                   3,572
- ------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                    70,969                  74,837
- ------------------------------------------------------------------------------------------------------------------
Deferred income taxes                                                              174,839                 145,076
Accrued property and liability losses                                               42,039                  49,549
Other liabilities and deferred credits                                              50,284                  48,673
Stockholders' equity:
   Common stock of $.10 par value, 125,000,000 shares
       authorized, issued 60,551,380 shares at
       December and 60,561,892 shares at March                                       6,056                   6,056
   Other stockholders' equity                                                    1,146,269               1,108,145
- ------------------------------------------------------------------------------------------------------------------
       Total stockholders' equity                                                1,152,325               1,114,201
- ------------------------------------------------------------------------------------------------------------------
               Total liabilities and stockholders' equity                   $    1,490,456               1,432,336
==================================================================================================================
</TABLE>

See Notes to Unaudited Condensed Consolidated Financial Statements.

                                      -2-
<PAGE>

TIDEWATER INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share and per share data)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                      Quarter Ended                   Nine Months Ended
                                                                       December 31,                      December 31,
                                                                ------------------------           -----------------------
                                                                    2000            1999            2000           1999
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>              <C>            <C>
Revenues:
   Vessel revenues                                           $    154,766         128,655          415,713        406,667
   Other marine revenues                                            4,361          13,115           26,435         28,579
- --------------------------------------------------------------------------------------------------------------------------
                                                                  159,127         141,770          442,148        435,246
- --------------------------------------------------------------------------------------------------------------------------
Costs and expenses:
   Vessel operating costs                                          94,202          77,743          270,457        247,066
   Costs of other marine revenues                                   3,170          11,821           20,479         23,610
   Depreciation and amortization                                   19,926          19,780           58,452         63,057
   General and administrative                                      16,592          14,934           48,869         48,527
- --------------------------------------------------------------------------------------------------------------------------
                                                                  133,890         124,278          398,257        382,260
- --------------------------------------------------------------------------------------------------------------------------
                                                                   25,237          17,492           43,891         52,986
Other income (expenses):
   Foreign exchange gain (loss)                                        82             (87)              20            116
   Gain on sales of assets                                          2,335           2,074           22,659         11,038
   Equity in net earnings of unconsolidated companies               1,479           2,583            5,514          6,469
   Minority interests                                                 112            (189)             (60)          (480)
   Interest and miscellaneous income                                3,933           3,630           12,886          7,644
   Interest and other debt costs                                     (326)           (160)            (650)          (449)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                    7,615           7,851           40,369         24,338
- --------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                                       32,852          25,343           84,260         77,324
Income taxes                                                       10,513           3,110           27,466         19,744
- --------------------------------------------------------------------------------------------------------------------------
Net earnings                                                 $     22,339          22,233           56,794         57,580
==========================================================================================================================

Earnings per common share                                    $        .40             .40             1.02           1.04
==========================================================================================================================

Diluted earnings per common share                            $        .40             .40             1.01           1.03
==========================================================================================================================

Weighted average common shares outstanding                     55,770,190      55,538,001       55,686,582     55,518,963
Incremental common shares from stock options                      591,772         275,781          492,317        249,401
- --------------------------------------------------------------------------------------------------------------------------
Adjusted weighted average common shares                        56,361,962      55,813,782       56,178,899     55,768,364
==========================================================================================================================

Cash dividends declared per common share                     $        .15             .15              .45            .45
==========================================================================================================================
</TABLE>

See Notes to Unaudited Condensed Consolidated Financial Statements.

                                      -3-
<PAGE>

TIDEWATER INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                      Quarter Ended                   Nine Months Ended
                                                                       December 31,                      December 31,
                                                                --------------------------         -----------------------
                                                                    2000            1999            2000            1999
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                       <C>             <C>             <C>
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities              $           33,901         32,235           91,481        164,081
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Proceeds from sales of assets                                    3,102          7,088           45,128         60,414
   Additions to properties and equipment                         (209,340)        (8,710)        (253,147)       (51,149)
   Other                                                           (2,657)            80           (2,680)           142
- --------------------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) investing
           activities                                            (208,895)        (1,542)        (210,699)         9,407
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Proceeds from issuance of common stock                           1,018             55            3,281            243
   Cash dividends                                                  (8,378)        (8,344)         (25,093)       (25,024)
- --------------------------------------------------------------------------------------------------------------------------
       Net cash used in financing activities                       (7,360)        (8,289)         (21,812)       (24,781)
- --------------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents                          (182,354)        22,404         (141,030)       148,707
Cash and cash equivalents at beginning of period                  268,234        136,725          226,910         10,422
- --------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period             $           85,880        159,129           85,880        159,129
==========================================================================================================================
Supplemental disclosure of cash flow information:
   Cash paid during the period for:
       Interest                                        $              420              2              549            328
       Income taxes                                    $            6,696          2,428           15,082         19,776
==========================================================================================================================
</TABLE>

See Notes to Unaudited Condensed Consolidated Financial Statements.

                                      -4-
<PAGE>

TIDEWATER INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

(1)  Interim Financial Statements

The consolidated financial information for the interim periods presented herein
has not been audited by independent accountants, but in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the condensed consolidated balance sheets
and the condensed consolidated statements of earnings and cash flows at the
dates and for the periods indicated have been made. Results of operations for
interim periods are not necessarily indicative of results of operations for the
respective full years.

(2)  Stockholders' Equity

At December 31, 2000 and March 31, 2000, 4,686,107 and 4,911,445 shares,
respectively, of common stock were held in a grantor stock ownership plan trust
for the benefit of stock-based employee benefits programs. These shares are not
included in common shares outstanding for earnings per share calculations and
transactions between the company and the trust, including dividends paid on the
company's common stock, are eliminated in consolidating the accounts of the
trust and the company.

(3)  Income Taxes

Income tax expense for interim periods is based on estimates of the effective
tax rate for the entire fiscal year. The effective tax rate applicable to
pre-tax earnings was 32% and 32.6% for the quarter and nine-month period ended
December 31, 2000, respectively. The effective tax rate applicable to pre-tax
earnings for the quarter and nine-month period ended December 31, 1999 was 32%,
excluding a $5 million (or $.09 per share) reduction in previously provided
taxes resulting from the company's settlement in the third quarter of open
income tax audits which had the effect of reducing the effective tax rate for
the quarter and nine-month period ended December 31, 1999 to 12.3% and 25.5%,
respectively.

(4)  Gain on Sales of Assets

Gain on sales of assets for the nine-month period ended December 31, 2000
includes $5.9 million resulting from sales of marine vessels and a $16.8 million
gain resulting from the sale of the company's 40% holding in its marine joint
venture, National Marine Service (NMS), for approximately $31 million during the
second quarter of fiscal 2001. The after-tax effect of the gain on the sale of
the company's interest in NMS was $10.9 million, or $.19 per share.

(5)  Vessel Fleet Acquisition

On November 21, 2000 the company completed the previously announced purchase of
eight vessels from The Sanko Steamship Co., Ltd. for $160 million in cash. Four
of the vessels are large anchor-handling towing supply vessels and four are
large North Sea-type platform supply vessels.

                                      -5-
<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT
                     --------------------------------------

The Board of Directors and Shareholders
Tidewater Inc.

We have reviewed the accompanying condensed consolidated balance sheet of
Tidewater Inc. and subsidiaries as of December 31, 2000, and the related
condensed consolidated statements of earnings and cash flows for the three-month
and nine-month periods ended December 31, 2000 and 1999. These financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Tidewater Inc.
and subsidiaries as of March 31, 2000, and the related consolidated statements
of earnings, stockholders' equity and cash flows for the year then ended, not
presented herein, and in our report dated April 25, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of March 31, 2000, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

                                                Ernst & Young LLP

New Orleans, Louisiana
January 15, 2001

                                      -6-
<PAGE>

Item 2.  Management's Discussion and Analysis
         ------------------------------------

The company provides services to the international offshore energy industry
through the operation of a diversified fleet of marine service vessels.
Revenues, net earnings and cash flows from operations are dependent upon the
activity level of the vessel fleet which is ultimately dependent upon oil and
natural gas prices which, in turn, are determined by the supply/demand
relationship for oil and natural gas. The following discussion should be read in
conjunction with the unaudited condensed consolidated financial statements and
related disclosures.

In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the company notes that certain statements set
forth in this Quarterly Report on Form 10-Q which provide other than historical
information and which are forward looking, involve risks and uncertainties that
may impact the company's actual results of operations. The company faces many
risks and uncertainties, many of which are beyond the control of the company,
including: fluctuations in oil and gas prices; changes in capital spending by
customers in the energy industry for exploration, development and production;
unsettled political conditions, civil unrest and governmental actions,
especially in higher risk countries of operations; foreign currency controls;
and environmental and labor laws. Readers should consider all of these risk
factors as well as other information contained in this report.

MARINE OPERATIONS
- -----------------

Offshore service vessels provide a diverse range of services to the energy
industry. Fleet size, utilization and vessel day rates primarily determine the
amount of revenues and operating profit because operating costs and depreciation
do not change proportionally when revenue changes. Operating costs principally
consist of crew costs, repair and maintenance, insurance, fuel, lube oil and
supplies. Fleet size and utilization are the major factors which affect crew
costs. The timing and amount of repair and maintenance costs are influenced by
vessel age and scheduled drydockings to satisfy safety and inspection
requirements mandated by regulatory agencies. Whenever possible, vessel
drydockings are done during seasonally slow periods to minimize the impact on
vessel operations and are only done if economically justified, given the
vessel's age and physical condition.

                                      -7-
<PAGE>

The following table compares revenues and operating costs (excluding general and
administrative expense and depreciation expense) for the quarters and nine-month
periods ended December 31 and for the quarter ended September 30, 2000. Vessel
revenues and operating costs relate to vessels owned and operated by the company
while other marine services relate to third-party activities of the company's
shipyards, brokered vessels and other miscellaneous marine-related activities.

<TABLE>
<CAPTION>
                                                                                                           Quarter
                                                     Quarter Ended              Nine Months Ended           Ended
                                                      December 31,                  December 31,            Sept 30,
                                              ----------------------------     -------------------         --------
              (In thousands)                      2000            1999           2000         1999           2000
- -------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>             <C>           <C>           <C>
Revenues:
   Vessel revenues:
       United States                      $      54,367         36,444         135,677       104,120        44,807
       International                            100,399         92,211         280,036       302,547        90,835
- -------------------------------------------------------------------------------------------------------------------
                                                154,766        128,655         415,713       406,667       135,642
   Other marine revenues                          4,361         13,115          26,435        28,579        10,495
- -------------------------------------------------------------------------------------------------------------------
                                          $     159,127        141,770         442,148       435,246       146,137
===================================================================================================================
Operating costs:
   Vessel operating costs:
       Crew costs                         $      46,600         45,103         135,951       142,647        45,986
       Repair and maintenance                    25,719         13,819          75,797        47,215        24,190
       Insurance                                  5,464          5,168          15,151        14,729         4,718
       Fuel, lube and supplies                    8,002          6,174          20,825        18,666         6,711
       Other                                      8,417          7,479          22,733        23,809         6,699
- -------------------------------------------------------------------------------------------------------------------
                                                 94,202         77,743         270,457       247,066        88,304
   Costs of other marine revenues                 3,170         11,821          20,479        23,610         8,066
- -------------------------------------------------------------------------------------------------------------------
                                          $      97,372         89,564         290,936       270,676        96,370
===================================================================================================================
</TABLE>

Marine support services are conducted worldwide with assets that are highly
mobile. Revenues are principally derived from offshore service vessels, which
regularly and routinely move from one operating area to another, often to and
from offshore operating areas in different continents. Because of this asset
mobility, revenues and long-lived assets attributable to the company's
international marine operations in any one country are not "material" as that
term is defined by SFAS No. 131.

As a result of the uncertainty of certain customers to make payment of vessel
charter hire, the company has deferred the recognition of approximately $8.8
million of billings as of December 31, 2000 ($10.7 million of billings as of
March 31, 2000), which would otherwise have been recognized as revenue. The
company will recognize the amounts as revenue when the uncertainty has been
reduced.

Oil and natural gas prices have appreciated significantly on the commodity
markets during calendar year 1999 and remained strong throughout calendar year
2000. The strong price of oil and natural gas combined with severely tight
inventory levels for both crude oil and natural gas continue to increase the
demand for working drilling rigs and services in the U.S. Gulf of Mexico and on
a global basis. Strong worldwide demand for natural resources has prompted the
oil and gas exploration and production companies to increase their capital
spending budgets in order to take advantage of improving industry conditions.
U.S.-based vessel demand is expected to increase as market conditions and
drilling rig utilization rates continue to improve and international-based
vessel demand is expected to accelerate as international drilling activity
recovers.

                                      -8-
<PAGE>

Marine operating profit and other components of earnings before income taxes for
the quarters and nine-month periods ended December 31 and for the quarter ended
September 30, 2000 consist of the following:

<TABLE>
<CAPTION>
                                                                                            Quarter
                                             Quarter Ended           Nine Months Ended       Ended
                                               December 31,             December 31,        Sept 30,
                                          --------------------      ---------------------   --------
          (In thousands)                      2000        1999         2000          1999      2000
- ----------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>         <C>          <C>        <C>
Vessel activity:
   United States                        $   10,125         379        5,070           381       420
   International                            18,090      18,617       44,865        58,297    14,559
- ----------------------------------------------------------------------------------------------------
                                            28,215      18,996       49,935        58,678    14,979
Gain on sales of assets                      2,335       2,074       22,659        11,029    19,360
Other marine services                        1,036       1,162        5,572         4,487     2,306
- ----------------------------------------------------------------------------------------------------
Operating profit                            31,586      22,232       78,166        74,194    36,645
- ----------------------------------------------------------------------------------------------------
Equity in net earnings of
   unconsolidated companies                  1,479       2,583        5,514         6,469     1,693
Interest and other debt costs                 (326)       (160)        (650)         (449)     (163)
Corporate general and administrative        (3,520)     (2,481)     (10,407)       (8,546)   (3,576)
Other income                                 3,633       3,169       11,637         5,656     4,812
- ----------------------------------------------------------------------------------------------------
Earnings from continuing operations
   before income taxes                  $   32,852      25,343       84,260        77,324    39,411
====================================================================================================
</TABLE>

U.S.-based vessel revenues for the quarter and nine-month period ended December
31, 2000 have increased by approximately 49% and 30%, respectively, as compared
to the same periods in fiscal 2000 as a result of higher average day rates.
Improving market conditions and vessel demand in the U.S. Gulf of Mexico has
resulted in increased average day rates for the U.S.-based towing supply/supply
vessels, the company's major income producing asset. As of December 31, 2000,
the towing supply/supply vessels operating in the U.S. Gulf of Mexico are
experiencing approximately $6,700 average day rates and 69% utilization.

U.S.-based operating profit for the quarter and nine-month period ended December
31, 2000 increased significantly as compared to the same periods in fiscal 2000
primarily as a result of increases in vessel revenues offset by higher repair
and maintenance costs and crew costs. Repair and maintenance costs increased as
a result of costs incurred from an intense drydocking program the company
initiated during the first quarter of fiscal 2001 and continued during the
second and third quarters of fiscal 2001 in order to ready equipment for an
expected improvement in demand for its vessels. The company initiated this
drydocking program while vessel demand and average day rates in the domestic
market had not fully recovered, thus sacrificing short-term profitability in
anticipation of higher average day rates and vessel demand when market
conditions in the U.S. Gulf of Mexico improve. By December 31, 2000 U.S.-based
market conditions have improved significantly and it is expected that repair and
maintenance costs in the fourth fiscal quarter will be less than the preceding
quarters. Crew costs increased due to employing more vessel personnel as a
result of stronger demand for the company's services in the domestic market.
Competition for qualified fleet personnel has also resulted in wage increases
for U.S. seamen during the current quarter.

Current quarter U.S.-based revenues increased 21% as compared to the previous
quarter due to higher average day rates resulting from improved market
conditions and vessel demand in the U.S. Gulf of Mexico. U.S.-based operating
profit increased significantly during the current quarter from the previous
quarter as a result of increases in vessel revenue and a slight decrease in
repair and maintenance costs, primarily due to fewer drydockings being performed
during the current quarter as compared to the previous quarter.

                                      -9-
<PAGE>

International-based vessel revenues for the current quarter increased 9% from
the comparative period in fiscal 2000 as a result of higher utilization and
average day rates. International-based vessel revenues for the nine-month period
ended December 31, 2000 decreased 7% as compared to the same period in fiscal
2000 as a result of lower average day rates and a decrease in the number of
active vessels in the international-based fleet. The company sold its
safety/standby vessels in July 1999, as it did not conform to the company's
long-range strategies. International vessel demand has trended upwards in recent
months as international exploration and production expenditures and drilling
activity increase.

International-based operating profit for the current quarter was slightly less
than the comparative period in fiscal 2000 as increased vessel revenues were
offset by higher repair and maintenance costs. International-based operating
profit for the nine-month period ended December 31, 2000 decreased approximately
23% as compared to the same period in fiscal 2000 as a result of lower average
day rates, a decrease in the number of active vessels in the international-based
fleet and higher repair and maintenance costs. Repair and maintenance costs
increased primarily due to a higher number of international-based vessel
drydockings being performed. International vessel utilization rates increased
during the comparative periods, but primarily as a result of withdrawing 25
older, little-used vessels from active service during the latter part of fiscal
2000 at which time they were removed from the utilization statistics. Vessel
utilization rates are a function of vessel days worked and vessel days
available.

Current quarter international-based revenues and operating profit increased 11%
and 24%, respectively, as compared to the previous quarter. Of the $3.5 million
current quarter increase in international operating profit from the previous
quarter, the eight Sanko Steamship Co. vessels acquired during the middle of the
current quarter contributed $1.5 million.

Gain on sale of assets for the nine-month period ended December 31, 2000
includes a $16.8 million gain on sale of the company's 40% holding of National
Marine Service during the second quarter of fiscal 2001.

Vessel utilization is determined primarily by market conditions and to a lesser
extent by drydocking requirements. Vessel day rates are determined by the demand
created through the level of offshore exploration, development and production
spending by energy companies relative to the supply of offshore service vessels.
Suitability of equipment and the degree of service provided also influence
vessel day rates. The following two tables compare day-based utilization
percentages and average day rates by vessel class and in total for the quarters
and nine-month periods ended December 31 and for the quarter ended September 30,
2000:

                                      -10-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Quarter
                                                   Quarter Ended           Nine Months Ended      Ended
                                                    December 31,              December 31,       Sept 30,
                                                  ----------------         ------------------    --------
                                                  2000        1999           2000       1999      2000
- ---------------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>            <C>          <C>          <C>
UTILIZATION:
- -----------
 Domestic-based fleet
 --------------------
  Towing-supply/supply                            64.0%       58.7           61.8       52.7      64.2
  Crew/utility                                    93.0        77.1           89.6       76.2      89.2
  Offshore tugs                                   32.4        42.8           35.5       42.8      40.6
  Other                                           11.2        44.7           21.9       55.7      23.9
  Total                                           59.9%       57.8           59.2       54.1      61.7
 International-based fleet
 -------------------------
  Towing-supply/supply                            80.5%       74.0           77.6       70.9      75.7
  Crew/utility                                    95.3        83.3           93.6       87.7      91.5
  Offshore tugs                                   72.8        66.3           68.9       60.7      67.3
  Safety/standby                                    --          --             --       77.5        --
  Other                                           49.7        48.5           46.3       49.7      47.0
  Total                                           78.8%       71.9           75.8       70.1      74.1
 Worldwide fleet
 ---------------
  Towing-supply/supply                            74.3%       68.1           71.5       64.0      71.3
  Crew/utility                                    94.5        81.2           92.2       83.8      90.7
  Offshore tugs                                   54.2        56.3           53.7       53.1      55.0
  Safety/standby                                    --          --             --       77.5        --
  Other                                           41.1        47.7           41.0       51.0      42.0
  Total                                           71.8%       66.6           69.6       64.3      69.4
======================================================================================================

AVERAGE VESSEL DAY RATES:
- ------------------------
 Domestic-based fleet
 --------------------
  Towing-supply/supply                        $  6,059       3,646          4,884      3,619     4,533
  Crew/utility                                   2,544       1,871          2,265      1,823     2,197
  Offshore tugs                                  6,298       5,751          6,135      5,901     5,927
  Other                                          1,434       1,188          1,451      1,262     1,643
  Total                                       $  5,306       3,512          4,410      3,501     4,169
 International-based fleet
 -------------------------
  Towing-supply/supply                        $  5,321       5,189          5,183      5,472     5,149
  Crew/utility                                   2,244       2,188          2,242      2,204     2,246
  Offshore tugs                                  4,226       3,827          4,089      3,905     4,224
  Safety/standby                                    --          --             --      6,087        --
  Other                                          1,362       1,358          1,428      1,333     1,318
  Total                                       $  4,391       4,247          4,272      4,452     4,245
 Worldwide fleet
 ---------------
  Towing-supply/supply                        $  5,560       4,677          5,084      4,897     4,936
  Crew/utility                                   2,346       2,084          2,250      2,086     2,229
  Offshore tugs                                  4,796       4,456          4,708      4,584     4,804
  Safety/standby                                    --          --             --      6,087        --
  Other                                          1,366       1,322          1,430      1,316     1,357
  Total                                       $  4,674       4,009          4,316      4,162     4,220
======================================================================================================
</TABLE>

                                      -11-
<PAGE>

The following table compares the average number of vessels by class and
geographic distribution for the quarters and nine-month periods ended December
31 and for the quarter ended September 30, 2000:

<TABLE>
<CAPTION>
                                                                                                            Quarter
                                                            Quarter Ended          Nine Months Ended         Ended
                                                             December 31,             December 31,          Sept 30,
                                                        -------------------     ---------------------       --------
                                                          2000        1999          2000        1999          2000
- ------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                     <C>                         <C>
Domestic-based fleet:
- --------------------
    Towing-supply/supply                                    120         127           122         129          121
    Crew/utility                                             25          26            26          26           26
    Offshore tugs                                            32          33            32          36           33
    Other                                                     9           9             9           9            9
- ------------------------------------------------------------------------------------------------------------------
    Total                                                   186         195           189         200          189
- ------------------------------------------------------------------------------------------------------------------
International-based fleet:
- -------------------------
    Towing-supply/supply                                    199         203           196         213          195
    Crew/utility                                             48          49            48          50           48
    Offshore tugs                                            38          44            38          49           38
    Safety/standby                                          ---         ---           ---           8          ---
    Other                                                    31          32            32          33           33
- ------------------------------------------------------------------------------------------------------------------
    Total                                                   316         328           314         353          314
- ------------------------------------------------------------------------------------------------------------------
Owned or chartered vessels
    included in marine revenues                             502         523           503         553          503
Vessels held for sale                                        41          62            47          52           48
Joint-venture and other                                      27          44            37          44           34
- ------------------------------------------------------------------------------------------------------------------
Total                                                       570         629           587         649          585
==================================================================================================================
</TABLE>

Included in the international-based towing-supply/supply fleet count for the
current quarter are the eight vessels purchased on November 21, 2000 for $160
million in cash from The Sanko Steamship Co., Ltd. The package of vessels
included four large platform supply vessels and four large anchor-handling
towing supply vessels. Also included in the international-based towing-
supply/supply count are two large platform supply vessels purchased during the
current quarter for approximately $32.1 million.

On December 15, 2000 the company sold four vessels (two offshore tugs and two
crewboats) to one of its 49%-owned unconsolidated joint ventures for $17
million, of which $9 million was financed by the company. The transaction
resulted in a gain on asset sale of $1 million.

During the second quarter of fiscal 2001, the company sold its 40% holding in
one of its unconsolidated joint venture companies resulting in a decrease in the
joint venture vessel count by 24 vessels. As the sale occurred during August
2000, the average joint venture vessel count for the nine-month period ended
December 31, 2000 and for the previous quarter does not reflect the total vessel
reduction.

The company sold all of its safety/standby vessels for approximately $40 million
in an all cash transaction during the second quarter of fiscal 2000. This
specialized fleet was sold because it did not conform to the company's long-
range strategies. During the latter part of fiscal 2000, the company withdrew
from active service, 39 older, little-used vessels. Fourteen of the vessels were
withdrawn from the domestic-based fleet and 25 were withdrawn from the
international-based fleet. Vessels withdrawn from active service are intended to
be sold.

                                      -12-
<PAGE>

General and administrative expenses for the quarters and nine-month periods
ended December 31 and for the quarter ended September 30, 2000:

<TABLE>
<CAPTION>
                                                                                                        Quarter
                                                       Quarter Ended         Nine Months Ended           Ended
                                                        December 31,            December 31,            Sept 30,
                                                    -------------------    ---------------------        --------
          (In thousands)                               2000        1999         2000        1999          2000
- ------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>     <C>              <C>         <C>
Personnel                                       $      9,989       9,396       30,131      28,763        10,052
Office and property                                    2,690       2,576        8,172       8,227         2,758
Sales and marketing                                    1,094         997        3,292       3,165         1,079
Professional services                                  1,126       1,416        3,120       4,001         1,144
Other                                                  1,693         549        4,154       4,371         1,304
- ----------------------------------------------------------------------------------------------------------------
                                                $     16,592      14,934       48,869      48,527        16,337
================================================================================================================
</TABLE>

LIQUIDITY, CAPITAL RESOURCES AND OTHER MATTERS
- ----------------------------------------------

The company's current ratio, level of working capital and amount of cash flows
from continuing operations for any year are directly related to fleet activity
and vessel day rates. Fleet activity and vessel day rates are ultimately
determined by the supply/demand relationship for oil and natural gas. Variations
from year-to-year in these items are primarily the result of market conditions.
Cash from ongoing operations in combination with available lines of credit
provide the company, in management's opinion, with adequate resources to satisfy
present financing requirements. At December 31, 2000, all of the company's $200
million revolving line of credit was available for future financing needs.
Continued payment of dividends, currently $.15 per quarter per common share, is
subject to declaration by the Board of Directors.

Investing activities for the nine-months ended December 31, 2000 used $210.7
million of cash which included $45.1 million from proceeds from the sale of
assets, primarily the sale of the company's 40% holding in National Marine
Service for approximately $31 million during the second quarter. Sale proceeds
were offset by additions to properties and equipment totaling $253.1 million
comprised of approximately $11.1 million in capitalized repairs and maintenance
and $240.4 million for the construction of offshore marine vessels and the
acquisition of seven large platform supply vessels and four large anchor-
handling towing supply vessels. Investing activities for the nine-months ended
December 31, 1999 provided $9.4 million of cash that included proceeds primarily
from the sale of the safety/standby fleet offset by new construction additions
to property, plant and equipment. Financing activities include quarterly cash
dividends of $.15 per share.

During the fourth quarter of fiscal 2000 the company announced its intentions of
a new-build program which would better service the needs of its customers in the
deepwater markets of the world. As of January 12, 2001, the company has entered
into agreements with three shipyards for the construction of 12 vessels for a
total estimated cost of approximately $305 million. Seven of the vessels to be
constructed are large platform supply vessels and five are large anchor-handling
towing supply vessels capable of working in most deepwater markets of the world.
Four of the platform supply vessels will be constructed at the company's
shipyard, Quality Shipyards LLC, while the remaining eight vessels will be built
at two Far East shipyards. As of January 12, 2001, $11.5 million has been
expended on these 12 vessels of the estimated $305 million total commitment.
Scheduled delivery of the vessels will commence in December 2001 with final
delivery of the last vessel expected in January 2003. The company expects to
finance the new-build program from its current cash balances, its projected cash
flow and, if necessary, its revolving credit facility.

In addition to the new-build program discussed above, the company has also
committed to the construction of seven additional vessels for a total of
approximately $40 million. These vessels

                                      -13-
<PAGE>

consist of two large platform supply vessels under construction in Norway with
scheduled completion dates in April and May 2001, three small crewboats being
constructed in Holland with a February 2001 delivery date and two large
crewboats being built at U.S. shipyards to be delivered in April 2001 and
January 2002. As of January 12, 2001, $8.5 million have been expended on these
vessels.

INFLATION AND CURRENCY FLUCTUATIONS
- -----------------------------------

Because of its significant international operations, the company is exposed to
currency fluctuations and exchange risks. To minimize the financial impact of
these items the company attempts to contract a majority of its services in
United States dollars.

Day-to-day operating costs are generally affected by inflation. However, because
the energy services industry requires specialized goods and services, general
economic inflationary trends may not affect the company's operating costs. The
major impact on operating costs is the level of offshore exploration,
development and production spending by energy exploration and production
companies. As this spending increases, prices of goods and services used by the
energy industry and the energy services industry will increase. Future increases
in vessel day rates may mitigate the effects on the company from the
inflationary effects on operating costs.

ENVIRONMENTAL MATTERS
- ---------------------

During the ordinary course of business the company's operations are subject to a
wide variety of environmental laws and regulations. The company attempts to
comply with these laws and regulations in order to avoid costly accidents and
related environmental damage. Compliance with existing governmental regulations
which have been enacted or adopted regulating the discharge of materials into
the environment, or otherwise relating to the protection of the environment, has
not had, nor is expected to have, a material effect on the company. The company
is proactive in establishing policies and operating procedures for safeguarding
the environment against any environmentally hazardous material aboard its
vessels and at shore base locations. Whenever possible, hazardous materials are
maintained or transferred in confined areas to ensure containment if accidents
occur. In addition the company has established operating policies that are
intended to increase awareness of actions that may harm the environment.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

No change from 2000 annual report disclosure.

                                      -14-
<PAGE>

                          PART II. OTHER INFORMATION

Item 4.  Exhibits and Reports on Form 8-K
         --------------------------------

A.       At page 17 of this report is the index for those exhibits required to
         be filed as a part of this report.

B.       The company's report on Form 8-K dated November 21, 2000 reported that
         the company had announced it has completed the purchase of eight
         vessels from The Sanko Steamship Co., Ltd. for $160 million in cash.

C.       The company's report on Form 8-K dated December 4, 2000 reported that:

         1.       The company had announced a management reorganization; and

         2.       Cliffe F. Laborde, Larry T. Rigdon and Dean E. Taylor have
                  been promoted to the level of Executive Vice President
                  reporting directly to William C. O'Malley, Chairman, President
                  and Chief Executive Officer; and

         3.       Richard M. Currence, Executive Vice President and William C.
                  Hightower, Senior Vice President will begin to transition to
                  retirement.

D.       The company's report on Form 8-K dated December 18, 2000 reported that
         William C. O'Malley, Chairman, President and Chief Executive Officer,
         issued a Quarterly Report to Shareholders.

                                      -15-
<PAGE>

                                  SIGNATURES

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

                            TIDEWATER INC.
                            ----------------------------------------------------
                            (Registrant)

Date:  January 17, 2001               /s/ William C. O'Malley
                            ----------------------------------------------------
                            William C. O'Malley
                            Chairman of the Board, President and
                            Chief Executive Officer

Date:  January 17, 2001               /s/ J. Keith Lousteau
                            ----------------------------------------------------
                            J. Keith Lousteau
                            Senior Vice President and
                            Chief Financial Officer

Date:  January 17, 2001               /s/ Joseph M. Bennett
                            ----------------------------------------------------
                            Joseph M. Bennett
                            Vice President and
                            Corporate Controller (Principal Accounting Officer)

                                      -16-
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number
- -----

10(a)    Amendment No. 1 to Employment Agreement dated September 27, 2000
         between Tidewater Inc. and William C. O'Malley.

10(b)    Amended and Restated Change of Control Agreement dated September 27,
         2000 between Tidewater and William C. O'Malley.

10(c)    Amendment No. 1 dated November 28, 2000 to Tidewater 401(K) Savings
         Plan.

10(d)    Tidewater Inc. Third Amended and Restated Supplemental Executive
         Retirement Plan dated November 28, 2000.

15       Letter re Unaudited Interim Financial Information

27       Financial Data Schedule

                                      -17-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT #1 TO EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10(a)

                             EMPLOYMENT AGREEMENT


     This Employment Agreement ("Agreement") between Tidewater Inc., a Delaware
corporation ("Company"), and William C. O'Malley ("Employee") is effective as of
September 27, 2000 (the "Agreement Date") and supersedes the employment
agreement between the Company and the Employee dated September 19, 1997.

     The Company and the Employee agree as follows:

     1.   Employment Capacity and Term.
          ----------------------------

          (a)  Capacity and Term.  The Employee will serve as the President and
               -----------------
Chief Executive Officer of the Company for the period beginning September 27,
2000 through March 28, 2002. The period from September 27, 2000 through March
28, 2002 is referred to in this Agreement as the "Employment Term."

          (b)  Duties.  As the President and Chief Executive Officer, the
               ------
Employee shall perform such duties, consistent with the Employee's job title, as
may be prescribed from time to time by the Board of Directors of the Company
(the "Board") and shall perform such duties as are described in the Company's
Bylaws.

          (c)  Chairman.  Employee has been elected a director of the Company
               --------
and serves as the Chairman of the Board. If the Employee hereafter ceases for
any reason to be the President and Chief Executive Officer of the Company, the
Employee will, if requested by the Company, resign as the Chairman of the Board
and as a director of the Company.

     2.   Term of Agreement.
          -----------------

     Subject to Section 7A hereof, the term of this Agreement shall commence on
the Agreement Date and shall continue through the last day of the Employment
Term, subject to any earlier termination of Employee's status as an employee
pursuant to the terms of this Agreement. Unless otherwise agreed by the parties,
Employee shall retire from his position as President, Chief Executive Officer
and Chairman of the Board on March 28, 2002. Subject to Section 7A hereof,
following the term of this Agreement, each party shall have the right to enforce
all rights, and shall be bound by all obligations, of such party that are
continuing rights and obligations under the terms of this Agreement.

                                      -1-
<PAGE>

     3.   Devotion to Responsibilities.
          ----------------------------

     During the Employment Term, the Employee will devote all of his time and
attention to the business of the Company, and he will not engage in or be
employed by any other business activity or business, whether or not such
business activity or business is for gain, profit or other pecuniary advantage;
provided, however, that nothing herein contained shall prohibit the Employee
from (i) serving as a member of the Board of Directors, Board of Trustees or the
like of any for profit or non-profit entity, or performing services of any type
for any civic or community entity, whether or not the Employee receives
compensation therefor, (ii) investing his assets in such form or manner as will
require no more than nominal services on the part of the Employee in the
operation of the business of the entity in which such investment is made, or
(iii) serving in various capacities with, and attending meetings of, industry or
trade groups and associations, including without limitation the industry or
trade groups and associations with which the Employee is currently involved, as
long as the Employee's engaging in any activities permitted by virtue of clauses
(i), (ii) and (iii) above does not materially and unreasonably interfere with
the ability of the Employee to perform the services and discharge the
responsibilities required of him under this Agreement. Notwithstanding clause
(ii) above, during the Employment Term, the Employee may not beneficially own
more than 2% of the outstanding shares of any class of equity security of a
business organization required to file periodic reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange
Act") and may not beneficially own more than 5% of the outstanding shares of any
class of equity security of a business organization that competes with the
Company. For purposes of this paragraph, "beneficially own" shall have the same
meaning ascribed to that term in Rule 13d-3 under the Exchange Act.

     4.   Compensation and Benefits.  The Company will provide the Employee with
          -------------------------
the compensation and benefits described below:

          (a)  Salary.  An annual salary during the Employment Term of $700,000
               ------
("Annual Base Compensation"), payable to the Employee in equal semi-monthly
installments.

          (b)  Bonus.  An annual incentive bonus, payable, if at all, only with
               -----
respect to services provided by the Employee during the Employment Term.  The
annual incentive bonus will be determined, accrued and paid in accordance with
the terms of the Company's Executive Officer Annual Incentive Plan (the
"Incentive Plan") that covers certain executive officers designated by the
Compensation Committee of the Board (the "Committee") or any incentive or bonus
compensation plan that is a successor or substitute therefor.  The parties
acknowledge and agree that this Section 4(b) imposes no obligation on the
Company to award a bonus to the Employee.  A copy of the Incentive Plan in
effect for fiscal year 2001 is attached as Appendix A.

          (c)  Stock Options.  The outstanding options to purchase shares of the
               -------------
common stock of the Company held by Employee have the vesting terms and post-
retirement exercise periods described on Appendix B hereto.  Options granted to
Employee by the Company in the future during the Employment Term shall vest upon
retirement at age 65 or later and shall have a post-retirement exercise period
of at least five years.

                                      -2-
<PAGE>

          (d)  Compensating Retirement Benefit.  In addition to any benefits
               -------------------------------
payable to Employee after his retirement by virtue of his participation in the
Tidewater defined benefit pension plan and Supplemental Executive Retirement
Plan, the Company shall, from and after the date of the Employee's normal
retirement on or after age 65 (the "Retirement Date"), pay to the Employee, from
time to time, such additional amounts as are necessary to make the Employee's
total retirement benefits payable after the Retirement Date (including
retirement benefits provided by Employee's prior employer and benefits paid
prior to the Retirement Date under the Tidewater defined benefit plan and
Supplemental Executive Retirement Plan) not less in amount than the retirement
benefits to which the Employee would have been entitled under the terms of any
qualified and non-qualified defined benefit pension plans of his immediate prior
employer, assuming that Employee's employment by his immediate prior employer
had terminated on the Retirement Date. In addition to any benefits payable to
Employee by virtue of his participation in the Tidewater defined benefit pension
plan and Supplemental Executive Retirement Plan, in the event his employment
with the Company is terminated for any reason (including his death) prior to age
65, the Company shall pay to the Employee from time to time, such additional
amounts as are necessary to make the Employee's total retirement benefits
payable after such termination of employment (including retirement benefits
provided by Employee's prior employer and benefits paid prior to the date of
termination of employment under the Tidewater defined benefit plan and
Supplemental Executive Retirement Plan) not less than the amount that the
Employee would have been entitled to receive under the defined benefit pension
plans of his immediate prior employer, assuming that Employee's employment by
his immediate prior employer had terminated on the same date his employment with
the Company is terminated. In making any benefit calculation contemplated
hereby, it shall be assumed that the Employee's compensation for purposes of
such plans was, for periods prior to the date his employment with the Company
commenced (the "Commencement Date"), his covered compensation with such prior
employer and, for periods after the Commencement Date, his compensation under
this Agreement or a predecessor agreement between the Company and the Employee.
This compensating retirement benefit will be paid in the same manner as payments
are made under the Company's Supplemental Executive Retirement Plan and will be
based on calculations using the same actuarial assumptions used in the Company's
defined benefit plan. The Employee has provided the Company with copies of all
documents related to retirement compensation available to the Employee from the
prior employer, which documents are attached hereto as Appendix C. Attached as
Appendix D is the calculation of the additional amount that Employee shall be
paid following retirement on or after the Retirement Date in order that his
retirement benefits will be no less than the retirement benefits that he would
have been entitled to receive following retirement on the Retirement Date under
the terms of the qualified and non-qualified defined benefit pension plans of
his immediate prior employer, which amount is subject to adjustment if and to
the extent that the assumptions relied upon for such calculation (as stated in
Appendix D) differ from the facts at the time of Employee's retirement.

          (e)  Indemnification.  Under its Bylaws, the Company provides, as of
               ---------------
the Agreement Date, certain indemnification rights to its officers and directors
that will be applicable to the Employee with respect to his acts and omissions
in his capacity as an officer and director of the Company.  The Company agrees
to provide indemnification rights to the Employee identical to

                                      -3-
<PAGE>

those provided for in its Bylaws as in existence on the Agreement Date as to all
suits or proceedings to which the Employee is or is threatened to be made a
party that arise out of or are connected to his services during the Employment
Term, without regard to whether such actions, suits or proceedings are made,
asserted or arise during or after the Employment Term.

          (f)  Other Benefits.  During the Employment Term, the Employee shall
               --------------
be entitled to all benefits and perquisites provided to senior executive
employees of the Company, including but not limited to the benefits referred to
in Appendix E hereof.

     5.   Expenses.  The Employee will be reimbursed for out-of-pocket expenses
          --------
incurred from time to time on behalf of the Company or any subsidiary in the
performance of his duties under this Agreement, upon the presentation of such
supporting invoices, documents and forms as the Company reasonably requests.

     6.   Termination of Employment.
          -------------------------

          (a)  Death or Disability.  The Employee's status as an employee will
               -------------------
terminate immediately and automatically upon the Employee's death during the
Employment Term.  If (i) the Employee is rendered incapable because of physical
or mental illness of satisfactorily discharging his duties and responsibilities
under this Agreement for a period of 60 consecutive days and (ii) a duly
qualified physician chosen by the Company and acceptable to the Employee or his
legal representatives so certifies in writing, the Board shall have the power to
determine that the Employee has become disabled.  If the Board makes such a
determination, the Company shall have the continuing right and option, during
the period that such disability continues, and by notice given in the manner
provided in Section 15, to terminate the status of Employee as an employee.  Any
such termination shall become effective thirty days after such notice of
termination is given (the "Disability Effective Date"), unless within such
thirty day period, the Employee becomes capable of rendering services of the
character contemplated hereby (and a physician chosen by the Company and
acceptable to the Employee or his legal representatives so certifies in writing)
and the Employee in fact resumes such services.  The Employee's death or the
Employee's incapacity due to physical or mental illness to discharge the
responsibilities assigned by this Agreement shall not constitute a breach of
this Agreement by the Employee.

          (b)  Cause.  The Company may terminate the Employee's status as an
               -----
employee for Cause.  As used herein, termination by the Company of the
Employee's status as an employee for "Cause" shall mean termination as a result
of (i) the willful and continuing failure by the Employee to perform the
services contemplated by this Agreement (other than any such failure resulting
from the Employee's disability of the type specified in Section 6(a)), (ii) the
Employee's breach of or failure to comply with the covenants set forth in
Sections 8, 9 or 11 of this Agreement, or (iii) the willful engaging by the
Employee in gross misconduct injurious to the Company; provided that, no act, or
failure to act, on the Employee's part shall be considered "willful" for
purposes of this Agreement unless done, or omitted to be done, without a
reasonable belief that such action or omission was in, or not opposed to, the
best interests of the Company.  Any act, or failure to act, by the Employee that
is based upon authority given pursuant to a resolution duly adopted by

                                      -4-
<PAGE>

the Board or based upon the advice of counsel for the Company shall be presumed
to be done, or omitted to be done, by the Employee in good faith and in the best
interests of the Company.

          (c)  Good Reason.  The Employee may terminate his status as an
               -----------
employee for Good Reason. The termination by the Employee of his status as an
employee for Good Reason shall be deemed to be a justifiable termination and
shall excuse the Employee from the obligation to render services under or
relating to this Agreement. As used herein, the term "Good Reason" shall mean:

               (i)   The occurrence of any of the following during the
Employment Term:

                     (A) the assignment by the Board to the Employee of any
duties or responsibilities which are inconsistent with the Employee's status,
title and position as President and Chief Executive Officer of the Company;

                     (B) any removal of the Employee from, or any failure to
reappoint or reelect the Employee to, the position of President and Chief
Executive Officer of the Company, except in connection with a termination by the
Company of the Employee's employment for Cause or on account of disability or
death of the Employee, or the termination by the Employee of his employment
other than for Good Reason;

                     (C) the Company's requiring the Employee to be based
anywhere other than in New Orleans, Louisiana, except for required travel in the
ordinary course of the Company's business;

               (ii)  a reduction in the Employee's annual salary or a failure by
the Company to pay to the Employee any installment of the annual salary or to
pay any other amounts required to be paid under this Agreement, which failure
continues for a period of ten days after written notice thereof is given by the
Employee to the Company;

               (iii) the failure by the Company to obtain the assumption of its
obligations under this Agreement by any successor or assign as contemplated in
Paragraph 13 of the Agreement;

               (iv)  any purported termination by the Company of the Employee's
status as an employee which is not effected pursuant to a Notice of Termination
satisfying the requirements of Paragraph 6(d) hereof, or which is not justified
as a termination based on Cause; or

               (v)   any breach of this Agreement by the Company.

          (d)  Notice of Termination.  Any purported notice of termination of
               ---------------------
the Employee's status as an employee must be communicated in a writing delivered
to the other party as provided in Paragraph 15 hereof (a notice of termination
complying with this sentence is referred to in this Agreement as a "Notice of
Termination"). Any such Notice of Termination that purports to terminate
Employee's employment for Cause or for Good Reason shall specify the provision
or

                                      -5-
<PAGE>

provisions of this Agreement relied upon by the party giving such notice and
shall set forth in reasonable detail the facts and circumstances claimed by such
party to provide a basis for termination of the Employee's employment under the
provision(s) so indicated.

          (e)  Date of Termination.  "Date of Termination" means (i) if
               -------------------
Employee's employment is terminated by the Company for Cause, or by Employee for
Good Reason, the date of delivery of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Employee's employment is
terminated by the Company other than for Cause or disability, the Date of
Termination shall be the date on which the Company notifies the Employee of such
termination and (iii) if Employee's employment is terminated by reason of his
death or disability, the Date of Termination shall be the date of death of
Employee or the Disability Effective Date, as the case may be.

     7.   Obligations of the Company Upon Termination.
          -------------------------------------------

          (a)  Good Reason, Other than for Cause, Death or Disability.  If (i)
               ------------------------------------------------------
the Company terminates the Employee's status as an employee other than for
Cause, death or disability, or (ii) the Employee shall terminate his employment
for Good Reason, then the Company shall pay to the Employee in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the following
amounts:

                    (A)  the sum of (1) the amount of the Employee's Annual Base
Compensation earned through the Date of Termination, to the extent not
theretofore paid and (2) any compensation previously deferred by the Employee
(together with any accrued interest on earnings thereon) and any accrued
vacation pay, in each case to the extent not previously paid (the sum of the
amounts described in clauses (1) and (2) being hereinafter referred to as the
"Accrued Obligations").

                    (B)  the aggregate amount of the Employee's Annual Base
Compensation for the period beginning the day of the Date of Termination and
continuing through the last day of the Employment Term (such amount being
referred to herein as the "Non-Accrued Compensation").

                    (C)  to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Employee any other amounts required
to be paid or provided or which the Employee is eligible to receive under any
plan, program, policy or practice of the Company (such other amounts being
referred to herein as the "Other Benefits").

          (b)  Death.  If the Employee's status as an employee is terminated by
               -----
reason of the Employee's death, this Agreement shall terminate without further
obligations to the Employee's legal representatives under this Agreement, other
than for payment of (i) Accrued Obligations, (ii) 50% of the Non-Accrued
Compensation (the "Death Cash Payment") and (iii) the timely payment or
provision of Other Benefits.  The sum of the Accrued Obligations and the Death
Cash Payment shall be paid to the Employee's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other

                                      -6-
<PAGE>

Benefits as used in this Section 7(b) shall include, without limitation, and the
Employee's estate and/or beneficiaries shall be entitled to receive, benefits at
least equal to the most favorable benefits provided by the Company to the
estates and beneficiaries of its senior executive officers under such plans,
programs, practices and policies relating to death benefits, if any, as in
effect on the date of Employee's death.

          (c)  Disability.  If Employee's status as an employee is terminated by
               ----------
reason of Employee's disability, this Agreement will terminate without further
obligation to the Employee, other than the payment of (i) Accrued Obligations,
(ii) 50% of the Non-Accrued Compensation (the "Disability Cash Payment") and
(iii) the timely payment or provision of Other Benefits.  The sum of Accrued
Obligations and the Disability Cash Payment will be paid to the Employee in a
lump sum in cash within 30 days of the Date of Termination.  With respect to the
provision of Other Benefits, the term Other Benefits as used in this Section
7(c) shall include, and the Employee will be entitled after the Disability
Effective Date to receive, disability and other benefits at least equal to the
most favorable of those generally provided by the Company to disabled executive
officers and their families in accordance with such plans, programs, practices
and policies related to disability that are in effect on the Disability
Effective Date.

          (d)  Cause, Other than for Good Reason.  If the Employee's status as
               ---------------------------------
an employee shall be terminated for Cause by Employer, or voluntarily terminated
by Employee other than for Good Reason, this Agreement shall terminate without
further obligation to the Employee other than for (i) Accrued Obligations, which
shall be paid in a lump sum in cash within 30 days of the Date of Termination,
and (ii) to the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Employee his accrued, vested benefits under any
benefit plan or program of the Company.

     7A.  Obligations of the Company and the Employee in the Event of a Change
          --------------------------------------------------------------------
          of Control
          ----------

          (a)  Upon and following a Change of Control of the Company (as defined
in Section 7A(b) hereof), the rights and obligations of the Employee and the
Company shall not be governed by this Agreement, but shall be as provided in the
Change of Control Agreement between the Employee and the Company dated effective
October 1, 1999 and any amendments thereto or any subsequent change of control
agreement between the Employee and the Company (including any rights or
obligations in this Agreement which are specifically incorporated by reference
therein).  Upon the occurrence of a Change of Control, the term of the Agreement
shall end, and the provisions of the Agreement (including, without limitation,
the Employee's covenant not to compete) shall be null and void, and of no
further force and effect, except that compensation, benefit and indemnification
obligations accrued by the Company with respect to the Employee prior to the
Change of Control and during the term of the Agreement shall remain valid and
enforceable.

          (b)  Change of Control.  As used in this Section 7A, "Change of
Control" shall mean:

                                      -7-
<PAGE>

               (i)   the acquisition by any "Person" (as defined in Section
7A(c) hereof) of "Beneficial Ownership" (as defined in Section 7A(c) hereof) of
30% or more of the outstanding Shares of the Company's Common Stock, $0.10 par
value per share (the "Common Stock") or 30% or more of the combined voting power
of the Company's then outstanding securities; provided, however, that for
purposes of this subsection 7A(b)(i), the following shall not constitute a
Change of Control:

                     (A) any acquisition (other than a "Business Combination"
(as defined in Section 7A(b)(iii) hereof) which constitutes a Change of Control
under Section 7A(b)(iii) hereof) of Common Stock directly from the Company,

                     (B) any acquisition of Common Stock by the Company or its
subsidiaries,

                     (C) any acquisition of Common Stock by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or

                     (D) any acquisition of Common Stock by any corporation
pursuant to a Business Combination which does not constitute a Change of Control
under Section 7A(b)(iii) hereof; or

               (ii)  individuals who, as of the effective date of this amendment
to the Agreement, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the effective date of this
amendment whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered a member of the
Incumbent Board, unless such individual's initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Incumbent Board;
or

               (iii) consummation of a reorganization, merger or consolidation
(including a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company), or sale or other disposition of all or substantially
all of the assets of the Company (a "Business Combination"), in each case,
unless, immediately following such Business Combination,

                     (A) the individuals and entities who were the Beneficial
Owners of the Company's outstanding Common Stock and the Company's voting
securities entitled to vote generally in the election of directors immediately
prior to such Business Combination have direct or indirect Beneficial Ownership,
respectively, of more than 50% of the then outstanding shares of common stock,
and more than 50% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, of the Post-
Transaction Corporation (as defined in Section 7A(c) hereof), and

                                      -8-
<PAGE>

                     (B) except to the extent that such ownership existed prior
to the Business Combination, no Person (excluding the Post-Transaction
Corporation and any employee benefit plan or related trust of either the
Company, the Post-Transaction Corporation or any subsidiary of either
corporation) Beneficially Owns, directly or indirectly, 30% or more of the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or 30% or more of the combined voting power of the then
outstanding voting securities of such corporation, and

                     (C) at least a majority of the members of the board of
directors of the Post-Transaction Corporation were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or

               (iv)  approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

          (c)  Other Definitions.  As used in Section 7A(b) hereof, the
following words or terms shall have the meanings indicated:

               (i)   Affiliate:  "Affiliate" (and variants thereof) shall mean a
Person that controls, or is controlled by, or is under common control with,
another specified Person, either directly or indirectly.

               (ii)  Beneficial Owner:  "Beneficial Owner" (and variants
thereof), with respect to a security, shall mean a Person who, directly or
indirectly (through any contract, understanding, relationship or otherwise), has
or shares (i) the power to vote, or direct the voting of, the security, and/or
(ii) the power to dispose of, or to direct the disposition of, the security.

               (iii) Person: "Person" shall mean a natural person or company,
and shall also mean the group or syndicate created when two or more Persons act
as a syndicate or other group (including, without limitation, a partnership or
limited partnership) for the purpose of acquiring, holding, or disposing of a
security, except that "Person" shall not include an underwriter temporarily
holding a security pursuant to an offering of the security.

               (iv)  Post-Transaction Corporation:  Unless a Change of Control
includes a Business Combination (as defined in Section 7A(b)(iii) hereof),
"Post-Transaction Corporation" shall mean the Company after the Change of
Control.  If a Change of Control includes a Business Combination, "Post-
Transaction Corporation" shall mean the corporation resulting from the Business
Combination unless, as a result of such Business Combination, an ultimate parent
corporation controls the Company or all or substantially all of the Company's
assets either directly or indirectly, in which case, "Post-Transaction
Corporation" shall mean such ultimate parent corporation."

     8.   Trade Secrets, Etc.  The Employee shall hold in a fiduciary capacity
          -------------------
for the benefit of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its subsidiaries or corporate
affiliates and their respective businesses and operations, which

                                      -9-
<PAGE>

shall have been obtained by the Employee during the Employee's employment
(whether prior to or after the Commencement Date) and which shall not have
become public knowledge (other than by acts of the Employee or any of his
representatives in violation of this Agreement). At the end of the Employment
Term, the Employee agrees (i) not, without the prior written consent of the
Company or as may be otherwise required by law or legal process, to communicate
or divulge any such information, knowledge or data to any party other than the
Company and (ii) to deliver promptly to the Company any confidential
information, knowledge or data in his possession, whether produced by the
Company or any of its subsidiaries and corporate affiliates or by the Employee,
that relates to the business of the Company or any of its subsidiaries and joint
ventures or any past, current or prospective activity of the Company or any of
its subsidiaries and joint ventures. The Employee shall be permitted to retain
copies of such data as are necessary in order to enable the Employee to assert
any rights under this Agreement, provided that such data shall be used solely
for such purpose.

     9.   Customer Lists.  The Employee recognizes and acknowledges that any
          --------------
written list or lists of the customers of the Company or any of its subsidiaries
and joint ventures ("customer lists"), as such customer lists may exist from
time to time, are valuable, special and unique assets of the Company.  The
Employee agrees that he will not use for his own personal benefit or disclose
such customer lists to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever.  Personal and social contacts with
past, present or future customers of the Company shall not be prohibited hereby.

     10.  Limited Covenant Not to Compete.  For a period of two years commencing
          -------------------------------
with the expiration of the term of this Agreement, the Employee will not,
directly or indirectly, own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation or control of any company or other business enterprise engaged in the
business of providing vessel services for the offshore oil and gas industry,
within any parish of the State of Louisiana (as set forth in Appendix F), or any
other jurisdiction (whether within or outside the United States), in which the
Company or any of its subsidiaries or joint ventures carries on the business of
vessel services for the offshore oil and gas industry, so long as the Company or
any of its subsidiaries or joint ventures carries on a like line of business
therein; provided, however, that nothing contained herein shall (a) prohibit the
Employee from making investments in any publicly held company which do not
exceed in the aggregate two percent of the equity interest of such company or
(b) prohibit the Employee from continuing to hold any of the director or officer
positions held by him as of the date of this Agreement that are disclosed on
Appendix G hereto.

     11.  Certain Proprietary Rights.  The Employee agrees to and hereby does
          --------------------------
assign to the Company all his right, title and interest in and to all
inventions, business plans, work models or procedures, whether or not
patentable, which are made or conceived solely or jointly by him:

          (a)  At any time during the term of his employment by the Company, or

          (b)  With the use of time or materials of the Company.  The Employee
agrees to communicate to the Company or its representatives all facts known to
him concerning such matters, to sign all necessary instruments, make all
necessary oaths and generally, at the Company's expense,

                                      -10-
<PAGE>

to do everything reasonably practicable (without expense to the Employee) to aid
the Company in obtaining and enforcing proper legal protection for all such
matters in all countries and in vesting title to such matters in the Company. At
the Company's request (during or after the term of this Agreement) and expense,
the Employee will promptly execute a specific assignment of title to the
Company, and perform any other acts reasonably necessary to implement the
foregoing assignment.

     12.  Injunctive Relief.  In the event of a breach or threatened breach by
          -----------------
the Employee of the provisions of Sections 8, 9, 10 or 11 of this Agreement
during or after the term of this Agreement, the Company shall be entitled to
injunctive relief restraining the Employee from violation of such paragraph.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedy at law or in equity it may have in the event of breach or
threatened breach of this Agreement by the Employee.

     13.  Binding Effect.
          --------------

          (a)  This Agreement shall be binding upon and inure to the benefit of
the Company and any of its successors or assigns.

          (b)  This Agreement is personal to the Employee and shall not be
assignable by the Employee without the consent of the Company (there being no
obligation to give such consent) other than such rights or benefits as are
transferred by will or the laws of descent and distribution.

          (c)  The Company will require any successor or assign (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the assets or businesses of the Company (i) to assume
unconditionally and expressly this Agreement and (ii) to agree to perform all of
the obligations under this Agreement in the same manner and to the same extent
as would have been required of the Company had no assignment or succession
occurred, such assumption to be set forth in a writing reasonably satisfactory
to the Employee.  In the event of any such assignment or succession, the term
"Company" as used in this Agreement shall refer also to such successor or
assign.

     14.  Notices.  Any notice or other communication required under this
          -------
Agreement shall be in writing, shall be deemed to have been given and received
when delivered in person, or, if mailed, shall be deemed to have been given when
deposited in the United States mail, first class, registered or certified,
return receipt requested, with proper postage prepaid, and shall be deemed to
have been received on the third business day thereafter, and shall be addressed
as follows:

                                      -11-
<PAGE>

     If to the Company, addressed to:

     Tidewater Inc.
     Pan American Life Center
     601 Poydras Street, Suite 1900
     New Orleans, Louisiana  70130
     Attn:  Cliffe F. Laborde
            Senior Vice President and Secretary

     If to the Employee, addressed to:

     William C. O'Malley
     Pan American Life Center
     601 Poydras Street, Suite 1900
     New Orleans, Louisiana  70130

or such other address as to which any party hereto may have notified the other
in writing.

     15.  Governing Law.  This Agreement shall be governed by and interpreted in
          -------------
accordance with the laws of the State of Louisiana.

     16.  Entire Agreement.  This Agreement, including Appendices A through G,
          ----------------
inclusive, all of which are herein incorporated by reference and made a part
hereof, and the documents referred to herein, contain or refer to the entire
arrangement or understanding between the Employee and the Company relating to
the employment of the Employee by the Company.  No provision of the Agreement,
including the Appendices, may be modified or amended except by an instrument in
writing signed by or for both parties hereto.

     17.  Severability.  If any term or provision of this Agreement, or the
          ------------
application thereof to any person or circumstance, shall at any time or to any
extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law.

     18.  Waiver of Breach.  The waiver by either party of a breach of any
          ----------------
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

     19.  Remedies Not Exclusive.  No remedy specified herein shall be deemed to
          ----------------------
be such party's exclusive remedy, and accordingly, in addition to all of the
rights and remedies provided for in this Agreement, the parties shall have all
other rights and remedies provided to them by applicable law, rule or
regulation.

                                      -12-
<PAGE>

     20.  Beneficiaries.  Whenever this Agreement provides for any payment to be
          -------------
made to the Employee or his estate, such payment may be made instead to such
beneficiary or beneficiaries as the Employee may have designated in writing and
filed with the Company.  The Employee shall have the right to revoke any such
designation from time to time and to redesignate any beneficiary or
beneficiaries by written notice to the Company.

     21.  Company's Reservation of Rights.  Employee acknowledges and
          -------------------------------
understands that the Employee serves at the pleasure of the Board and that the
Company has the right at any time to terminate Employee's status as an employee
of the Company, or to change or diminish his status as the Chief Executive
Officer during the Employment Term, subject to the rights of the Employee to
claim the benefits conferred by Section 7(a) hereof if such action constitutes a
termination by the Company without Cause or a termination by the Employee for
Good Reason.

     22.  Counterparts.  This Agreement may be executed in one or more
          ------------
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

                                        TIDEWATER INC.



Date of Execution: Oct. 12, 2000        By: /s/ Robert H. Boh
                  -----------------         ------------------------------------
                                            Name:  Robert H. Boh
                                            Title: Director and Chairman of the
                                                   Compensation Committee of the
                                                   Board of Directors

                                        EMPLOYEE:


Date of Execution: Oct. 16, 2000        /s/ William C. O'Malley
                   ----------------    -----------------------------------------
                              Name:    William C. O'Malley

                                      -13-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDED AND RESTATED CHANGE OF CONTROL
<TEXT>

<PAGE>

                                                                   Exhibit 10(b)

                              AMENDMENT NO. 1 TO
                          CHANGE OF CONTROL AGREEMENT


     The Change of Control Agreement between Tidewater Inc., a Delaware
corporation (the "Company"), and William C. O'Malley (the "Employee") effective
as of October 1, 1999 (the "Agreement") is hereby amended, effective as of
September 27, 2000, as follows:

     The definition of "Employment Agreement" in Section 1.8 of the Agreement
shall be amended to read as follows:

          1.8    Employment Agreement.  "Employment Agreement" shall mean the
     Employment Agreement between the Company and the Employee effective as of
     September 27, 2000, as amended from time to time.


                                             TIDEWATER INC.


Date of Execution: Oct. 12, 2000             By:  /s/ Robert H. Boh
                   ---------------------          ------------------------------
                                                           Robert H. Boh
                                                   Director and Chairman of the
                                                   Compensation Committee of the
                                                         Board of Directors


                                             EMPLOYEE:


Date of Execution: Oct. 16, 2000             /S/ William C. O'Malley
                   ---------------------     -----------------------------------
                                             Name:  William C. O'Malley
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDMENT #1 TO TIDEWATER 401(K) SAVINGS PLAN
<TEXT>

<PAGE>

                                                                   Exhibit 10(c)

                              AMENDMENT NUMBER ONE
                                     TO THE
                         TIDEWATER 401(K) SAVINGS PLAN

     WHEREAS, Tidewater, Inc. (the "Company") is the sponsor of the Tidewater
401(k) Savings Plan (the "Plan");

     WHEREAS, the Plan has been amended from time to time and most recently
restated effective January 1, 1997 and executed December 21, 1999;

     WHEREAS, Section 13.01 of the Plan authorizes the Company to amend the
Plan;

     WHEREAS, the Company desires to amend the Plan to change the Plan's
eligibility requirements and to implement automatic compensation reduction
elections for employees hired on or after January 1, 2001;

     NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2001:

                                       I.

     Paragraph (a) of Section 3.01, INITIAL ELIGIBILITY, is amended and
restated, to read as follows:

          (a)  GENERAL.

               (1)  AUTOMATIC ELIGIBILITY - Each Employee who is not excluded
                    under Section 3.02 and who is a Fleet Officer (captain,
                    master, mate or engineer), an Employee of Quality Shipyard,
                    L.L.C., or classified for payroll purposes as an exempt
                    Employee, shall be eligible to participate in the Plan on
                    the earlier of January 1, 2001 or the first Entry Date
                    immediately following employment, provided he is then
                    employed by an Employer.

               (2)  SIX MONTH WAITING PERIOD - Each Employee who is not
                    described in Section 3.01(a)(1) or excluded under Section
                    3.02 shall be eligible to participate in the Plan on the
                    first Entry Date following the date such Employee completes
                    a period of six months from date of employment, provided he
                    is then employed by an Employer.
<PAGE>

               (3)  ELIGIBILITY REQUIREMENTS PRIOR TO JANUARY 1, 2001 - Prior to
                    January 1, 2001, each Employee not excluded under Section
                    3.02 was eligible to participate in the Plan on the first
                    Entry Date following the date such Employee completed a
                    Period of Service of one year, provided he was then employed
                    by an Employer.

                                      II.

     Section 4.01 and Paragraphs (a) through (d) of Section 4.01 are amended and
restated, Paragraph (e) of Section 4.01 is renumbered Paragraph (g), and new
Paragraphs (e) and (f) are hereby added, which Paragraphs and Sections shall
read in their entirety as follows:

          4.01  SALARY DEFERRAL CONTRIBUTIONS.  Each Employee who becomes
     eligible to participate may elect that the Employer which employs him
     contribute on his behalf any whole percentage of his Compensation, which is
     not less than 2% nor more than 15%, as he shall elect.  Notwithstanding,
     each Employee who is employed or reemployed on or after January 1, 2001,
     who does not affirmatively elect to receive cash or have a specified amount
     which is not less than 2% nor more than 15% contributed to this Plan, his
     Compensation shall be automatically reduced by a percentage determined by
     the Committee for the applicable Plan Year and this amount is contributed
     to this Plan (the "Automatic Compensation Reduction Election").
     Contributions shall be subject to the following rules:

               (a)  CHANGE. A Member may change the specified percentage at any
                    time by completing a revised election.  Said change in
                    percentage shall be made by such means as is acceptable to
                    the Committee.  If the election is made after the Employee's
                    date of hire and before the Employee becomes eligible to
                    participate in this Plan, such election shall be effective
                    for the Employee's first pay period following eligibility
                    and for subsequent pay periods (until superseded by a
                    subsequent election).  Elections filed at a later date shall
                    be effective for the payroll period beginning in the month
                    following the date the election is filed.

                                       2
<PAGE>

               (b)  SUSPENSION.  A Member may suspend his election at any time
                    effective for the payroll period beginning in the month
                    following the date the election is filed.

               (c)  SALARY REDUCTION.  The amount of a Member's Compensation for
                    a Plan Year shall be reduced by the amount of the
                    contribution that is contributed to the Plan pursuant to his
                    election or the Automatic Compensation Reduction Election.

               (d)  ELECTION. All elections shall be made at the time, in the
                    manner, and subject to the conditions specified by the
                    Committee, which shall prescribe uniform and
                    nondiscriminatory rules for such elections.  The Employer
                    shall pay over to the Fund all Salary Deferral Contributions
                    as soon as is practicable (but in no event later than the
                    15th business day of the month following the month in which
                    the Salary Deferrals would have otherwise been payable to
                    the Member in cash).  Contributions made by the Employer
                    under this subsection shall be allocated to the Salary
                    Deferral Accounts of the Members from whose Compensation the
                    contributions were withheld, in an amount equal to the
                    amount withheld.

               (e)  COMPENSATION REDUCTION PERCENTAGE.  The Compensation
                    Reduction Percentage for Plan Year 2001 is six (6) percent.
                    The Committee may reduce this percentage at any time,
                    provided such change is applied on a nondiscriminatory
                    basis.  Further, the Committee may set a new Compensation
                    Reduction Percentage effective as of the first of each Plan
                    Year.

               (f)  NOTICE.  Each Employee who is employed or reemployed on or
                    after January 1, 2001 shall receive a Notice that explains
                    the Automatic Compensation Reduction Election and the
                    Employee's right to elect to have no amount contributed to
                    this Plan or to alter the amount of the Compensation
                    Reduction Percentage, including an explanation of the
                    procedure for exercising that right and the timing for
                    implementation of any such election.  Each Member will be
                    notified annually of his Compensation Reduction Percentage
                    and the Member's

                                       3
<PAGE>

                    right to change the percentage, including the procedure for
                    exercising that right and the timing for implementation of
                    any such election.


     IN WITNESS WHEREOF, and as evidence of the adoption of this Amendment to
the Tidewater 401(k) Savings Plan, Tidewater, Inc. has caused its corporate seal
to be affixed hereto and the same to be signed by a duly authorized officer,
this 28th day of November, 2000.

     ATTEST:                               TIDEWATER, INC.


      /s/ Michael L. Goldblatt             /s/ Cliffe F. Laborde
     -------------------------             -------------------------
     Michael L. Goldblatt                  Name:  Cliffe F. Laborde
     Assistant Secretary                   Title: Senior Vice President,
                                                  Secretary and General
                                                  Counsel



     (Corporate Seal)

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(D)
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>THIRD AMENDED AND RESTATED RETIREMENT PLAN
<TEXT>

<PAGE>

                                                                   EXHIBIT 10(d)


                                   TIDEWATER

                           THIRD AMENDED AND RESTATED
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                  PENSION SERP



                               November 28, 2000
<PAGE>

                                TIDEWATER INC.

                          THIRD AMENDED AND RESTATED
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                               TABLE OF CONTENTS

PREAMBLE............................................................    1

ARTICLE 1:   PURPOSE OF THE PLAN....................................    1

ARTICLE 2:   THE PENSION PLAN.......................................    1

ARTICLE 3:   ADMINISTRATION.........................................    1

ARTICLE 4:   ELIGIBILITY............................................    2

ARTICLE 5:   AMOUNT OF SUPPLEMENTAL PENSION BENEFIT.................    2

ARTICLE 6:   PAYMENT OF SUPPLEMENTAL PENSION BENEFIT................    3

ARTICLE 6A.  PAYMENT ELECTION IN ANTICIPATION OF A CHANGE
               OF CONTROL...........................................    3

ARTICLE 7:   EMPLOYEES' RIGHTS......................................    4

ARTICLE 8:   AMENDMENT AND DISCONTINUANCE...........................    4

ARTICLE 8A:  CHANGE OF CONTROL......................................    5

ARTICLE 9:   RESTRICTIONS ON ASSIGNMENT.............................    7

ARTICLE 10:  NATURE OF AGREEMENT....................................    7

ARTICLE 11:  CONTINUED EMPLOYMENT...................................    7

ARTICLE 12:  BINDING ON EMPLOYER, EMPLOYEES AND THEIR SUCCESSORS....    8

ARTICLE 13:  LAWS GOVERNING.........................................    8

ARTICLE 14:  MISCELLANEOUS..........................................    8
<PAGE>

                                 TIDEWATER INC.

                           THIRD AMENDED AND RESTATED
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    PREAMBLE

     Tidewater Inc. ("Employer") is the sponsor of the Tidewater Pension Plan
("Pension Plan"), which is a plan qualified under Section 401(a) of the Internal
Revenue Code of 1986 ("Code").  Benefits under the Pension Plan are limited by
various sections of the Code, such as Sections 401(a)(17) and 415.  In order to
provide benefits  to a select group of management or highly compensated
employees equal to the benefits that such employees are prevented from receiving
under the Pension Plan because of those Code limitations, the Employer adopted a
nonqualified unfunded plan known as the Tidewater Inc. Supplemental Executive
Retirement Plan ("Plan"), effective as of July 1, 1991.  The Plan also replaces
certain service lost under the Pension Plan due to breaks in service, and
enhances the benefit calculation formula.  The Employer amended and restated the
Plan effective January 1, 1993, further amended the Plan effective January 1,
1994, adopted two amendments and amended and restated the Plan effective October
1, 1999, further amended the Plan effective November 28, 2000 and hereby
restates the Plan effective November 28, 2000, as set forth below.

                        ARTICLE 1:  PURPOSE OF THE PLAN

     The Employer intends and desires by the adoption of this Plan to recognize
the value to the Employer of past and present services of certain Eligible
Employees and to encourage and assure their continued service with the Employer
by making more adequate provision for their future retirement security.  The
establishment of this Plan is made necessary by certain limitations on
contributions and benefits which are imposed on the Pension Plan by the Code.
The Employer also wishes to compensate certain members of management or highly
compensated employees who may have been disadvantaged by the break in service
rules under the Pension Plan and to enhance the benefit calculation formula.

                          ARTICLE 2:  THE PENSION PLAN

     The Pension Plan, whenever referred to in this Plan, shall mean the
Tidewater Pension Plan, as amended, as it exists as of the date any
determination is made of benefits payable under this Plan.  All terms used in
this Plan shall have the meanings assigned to them under the provisions of the
Pension Plan, unless otherwise qualified by the context.  Since this Plan is
intended to supplement the Pension Plan, any ambiguities or gaps in this Plan
shall be resolved by reference to the Pension Plan document.

                           ARTICLE 3:  ADMINISTRATION

     This Plan shall be administered by the Compensation Committee of Employer's
Board of Directors, the Employee Benefits Committee, and the Board of Directors
of the Employer, which shall administer this Plan in a manner consistent with
their duties of administration of the Pension Plan.  Each of these governing
bodies shall have full power and authority to interpret, construe and administer
this Plan in accordance with their respective duties under the Pension Plan, and
a governing body's interpretations and constructions hereof and actions
hereunder, including the timing, form, amount or recipient of any payment to be
made hereunder, within the
<PAGE>

scope of its authority, shall be binding and conclusive on all persons for all
purposes. No member of a governing body shall be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of this Plan, unless attributable to his own willful misconduct or lack of good
faith. Each administrator shall be fully indemnified as provided in the Pension
Plan. A member of a governing body shall not participate in any action or
determination regarding his own benefits hereunder.

                            ARTICLE 4:  ELIGIBILITY

     To be eligible to participate in this Plan, an Employee must satisfy the
following conditions, (a) and (b):

        1.  The Employee must be a Participant in the Pension Plan;

        2. The Employee must serve as the Chief Executive Officer, the
President, a Vice President or the Corporate Controller of the Employer.

       An Employee who satisfies conditions (a) and (b) is referred to as an
"Eligible Employee."  An Eligible Employee who ceases to be an Eligible Employee
because of a change in his status as an officer under (b), shall have benefits
under this Plan frozen as of the date he ceases to be an officer described in
(b), and his benefits shall be paid as provided in Articles 6 and 6A.
Notwithstanding the foregoing, the Board of Directors or the Compensation
Committee of the Board of Directors of the Employer may, in its discretion,
determine to increase benefits hereunder, accelerate the time or times of
payment of benefits hereunder or change the date (but not retroactively) on
which benefits cease to accrue, for an Employee who is age 55 or older
and for whom a significant change in the terms of employment has occurred.

       Notwithstanding anything to the contrary, the Plan may not be amended to
preclude the participation in the Plan, on the same basis as other Eligible
Employees, of the person serving on October 1, 1999 as the Chief Executive
Officer, the President, a Vice President or the Corporate Controller of the
Employer, as long as such person continues to serve in such position or in any
equivalent or higher position.

               ARTICLE 5:  AMOUNT OF SUPPLEMENTAL PENSION BENEFIT

       Unless otherwise determined by the Board of Directors or Compensation
Committee under Article 4, the amount of supplemental pension benefit shall be:

       (a) The supplemental pension benefit payable to an Eligible Employee or
his Beneficiary or Beneficiaries under this Plan shall be the actuarial
equivalent (based on the definition of this term in Section 1.02 of the Pension
Plan) of the excess, if any, of (i) over (ii) as described below:

               (i) the benefit which would have been payable to such Eligible
Employee or on his behalf to his Beneficiary or Spouse, as the case may be,
under the Pension Plan (but not taking into account any Additional Monthly
Benefit payable under Section 5.07 of the Pension Plan), if the provisions of
Pension Plan were administered without regard to either the maximum amount of
retirement income limitations of Section 415 of the Code, or the maximum
compensation limitation of Section 401(a)(17) of the Code,

                                       2
<PAGE>

               (ii) the benefit (including any Additional Monthly Benefit) which
is in fact payable to such Eligible Employee or on his behalf to his Beneficiary
or Spouse under the Pension Plan.

       (b) The computation in paragraph (a) above shall be made as though the
factor, 0.85%, in Section 5.01(b)(1) of the Pension Plan were 1.35%.

       (c) The computation in paragraph (i) above shall be made as though the
Employee's service under the Pension Plan included the service prior to a break
in service lost under such Plan as a result of a break in service.  After an
Employee becomes an Eligible Employee, he may request the Employer to provide
him with a written statement of the number of years of service lost under the
Pension Plan.  If the Eligible Employee disagrees with the Employer's
determination, he immediately shall contest it through the Plan's Appeal
Procedure referenced in Article 14, below.  In the absence of the Eligible
Employee's timely request and objection, the Employer's determination shall
become fixed.

       (d) Supplemental pension benefits payable under this Plan to any
recipient shall be computed in accordance with the foregoing, with the objective
that such recipient should receive under this Plan and the Pension Plan the
total amount which would have been payable to that recipient solely under the
Pension Plan (as enriched by (b) and (c)), had neither Section 415 nor Section
401(a)(17) of the Code been applicable thereto.  An Eligible Employee who is not
entitled to benefits under the Pension Plan is not entitled to supplemental
pension benefits under this Plan.

              ARTICLE 6:  PAYMENT OF SUPPLEMENTAL PENSION BENEFIT

       Except as provided in Article 4, 8 or 8A or unless the Employee elects
otherwise under this Article 6 or Article 6A, the supplemental pension benefit
under the Plan with respect to an Employee shall commence at the same time and
be paid in the same form and to the same recipient as the benefit with respect
to the Employee that is payable under the Pension Plan.  An Employee can elect,
on a form provided by the Committee,  to receive a benefit commencing at an
earlier date following termination of employment and after reaching age 55, but
only if the election is made at least 13 months prior to the benefit
commencement date.  The earlier benefit can be paid in any form permitted under
the Pension Plan.  The benefit paid earlier than the benefit under the Pension
Plan shall be determined as if the Pension Plan benefit were being paid at the
same time and in the same form as the benefit under the Plan.

       The foregoing notwithstanding, if the total value of the benefit payable
under the Plan to the Employee or the Employee's Spouse upon the Employee's
termination of employment (by retirement, death or otherwise) is less than
$10,000, the recipient shall receive an immediate lump sum benefit.

      ARTICLE 6A.  PAYMENT ELECTION IN ANTICIPATION OF A CHANGE OF CONTROL

       An Employee or a former Employee who has not yet satisfied the
requirements to begin to receive payment of benefits under the Plan can also
elect at any time prior to a Change of Control, in a form and manner reasonably
satisfactory to the Company, to have the supplemental pension benefit that
becomes payable under the Plan to such Employee or former Employee following a
Change of Control paid in cash in the form of a lump sum as of the date payments
to the Employee would otherwise commence under the terms of the Plan, without

                                       3
<PAGE>

regard to the form of payment provisions otherwise provided in the Plan and any
payment or distribution elections applicable to the payment of the Employee's or
former Employee's benefit in the absence of a Change of Control.  A former
Employee who has satisfied the requirements to begin to receive the payment of
benefits under the Plan, whether or not payments have commenced, can also elect
at any time prior to a Change of Control, in a form and manner reasonably
satisfactory to the Company, to have the full value of  the remaining
supplemental pension benefits payable to such former Employee paid in a lump sum
in cash within five business days of the Change of Control, without regard to
the form of payment provisions otherwise provided in the Plan and any payment or
distribution elections applicable to the payment of the former Employee's
benefit in the absence of a Change of Control.  The determination of the lump
sum amount shall be made using the same assumptions as are used in the Pension
Plan to determine the amount of a lump sum benefit.

                         ARTICLE 7:  EMPLOYEES' RIGHTS

       No Employee, Spouse or Beneficiary shall have greater rights under this
Plan than those of general creditors of the Employer.  Benefits payable under
this Plan shall be a mere promise to pay in the future and shall be general,
unsecured obligations of the Employer, to be paid by the Employer from its own
funds.  Such payments shall not (i) impose any additional obligation upon the
Employer under the Pension Plan; (ii) be paid from the Pension Plan; or (iii)
have any effect whatsoever upon the Pension Plan.  No Employee or his
Beneficiary or Spouse shall have any title to or beneficial ownership in any
assets which the Employer may use to pay benefits hereunder.  Notwithstanding
the foregoing provisions of this Article 7 and any other provision of the Plan
(including, without limitation, Article 10), the Employer may, in its
discretion, establish a trust to pay amounts becoming payable pursuant to the
Plan, which trust shall be subject to the claims of the general creditors of the
Employer in the event of its bankruptcy or insolvency.  Notwithstanding any
establishment of such a trust, the Company shall remain responsible for the
payment of any amounts so payable which are not so paid by such trust.

                    ARTICLE 8:  AMENDMENT AND DISCONTINUANCE

       The Employer expects to continue this Plan indefinitely but, except as
otherwise provided, reserves the right to amend or discontinue it if, in its
sole judgment, such a change is deemed necessary or desirable.  However, if the
Employer should amend or discontinue this Plan, the Employer shall continue to
be liable to pay all benefits accrued under this Plan (determined on the basis
of each Employee's presumed termination of employment as of the date of such
amendment or discontinuance), as of the date of such action.  Such accrued
benefits shall be calculated pursuant to the provisions of the Plan immediately
prior to any such amendment or discontinuance.  Upon a discontinuance, all
benefits shall be 100% vested, and a lump sum equal to the actuarial present
value of each Employee's unpaid accrued benefit under this Plan shall be
distributed to the Employee (or his Beneficiary or Spouse), and the Employer
shall have no further obligation under this Plan.  Such lump sum distributions
shall be distributed within the thirty (30) days immediately following such
discontinuance.  No amendment shall be deemed to cause a reduction in an
Employee's accrued benefit under the Plan if the reduction of the benefit under
this Plan is paired with a corresponding increase in the accrued benefit under
the Pension Plan.

                                       4
<PAGE>

                         ARTICLE 8A:  CHANGE OF CONTROL

       8A.01  Effect of Change of Control.  Upon a Change of Control (as defined
in Section 8A.02 hereof) all benefits which have accrued under the Plan shall
immediately become fully vested.  Upon or after a Change of Control, the Plan
shall be deemed to have been discontinued (within the meaning of Article 8
hereof) upon the first to occur of the following:  (i) the date of the Change of
Control if the successor to the Employer shall have failed to assume the
obligations under the Plan prior to or upon such Change of Control, either by
express agreement or by operation of law, (ii) the date of any amendment to the
Plan which reduces or adversely affects either the benefit accrued with respect
to any Employee or the future benefit accrual of any Employee (unless paired
with a corresponding increase in the benefit paid under the Pension Plan), or
(iii) if the Employer shall have established a trust as described in the last
two sentences of Article 7 hereof, any failure of the Employer (or the successor
to the Employer) to make in a timely fashion any contribution to the trust with
respect to benefits accrued under the Plan which may be required by the terms of
such trust.

       8A.02  Definition of Change of Control.  As used in this Section 8A,
'Change of Control' shall mean:

       (i) the acquisition by any 'Person' (as defined in Section 8A.03 hereof)
     of 'Beneficial Ownership' (as defined in Section 8A.03 hereof) of 30% or
     more of the outstanding Shares of the Company's Common Stock, $0.10 par
     value per share (the 'Common Stock') or 30% or more of the combined voting
     power of the Company's then outstanding securities; provided, however, that
     for purposes of this subsection 8A.02(i), the following shall not
     constitute a Change of Control:

               (A) any acquisition (other than a 'Business Combination' (as
          defined in Section 8A.02(iii) hereof) which constitutes a Change of
          Control under Section 8A.02(iii) hereof) of Common Stock directly from
          the Company,

               (B) any acquisition of Common Stock by the Company or its
          subsidiaries,

               (C) any acquisition of Common Stock by any employee benefit plan
          (or related trust) sponsored or maintained by the Company or any
          corporation controlled by the Company, or

               (D) any acquisition of Common Stock by any corporation pursuant
          to a Business Combination which does not constitute a Change of
          Control under Section 8A.02(iii) hereof; or

       (ii) individuals who, as of the effective date of the Amendment,
     constitute the Board (the 'Incumbent Board') cease for any reason to
     constitute at least a majority of the Board; provided, however, that any
     individual becoming a director subsequent to the effective date of the
     Amendment whose election, or nomination for election by the Company's
     shareholders, was approved by a vote of at least a majority of the
     directors then comprising the Incumbent Board shall be considered a member
     of the Incumbent Board, unless such individual's initial assumption of
     office occurs as a result of an actual or threatened election contest with
     respect to the election or removal of directors or other actual or
     threatened solicitation of proxies or consents by or on behalf of a Person
     other than the Incumbent Board; or

                                       5
<PAGE>

       (iii)  consummation of a reorganization, merger or consolidation
     (including a merger or consolidation of the Company or any direct or
     indirect subsidiary of the Company), or sale or other disposition of all or
     substantially all of the assets of the Company (a 'Business Combination'),
     in each case, unless, immediately following such Business Combination,

               (A) the individuals and entities who were the Beneficial Owners
          of the Company's outstanding Common Stock and the Company's voting
          securities entitled to vote generally in the election of directors
          immediately prior to such Business Combination have direct or indirect
          Beneficial Ownership, respectively, of more than 50% of the then
          outstanding shares of common stock, and more than 50% of the combined
          voting power of the then outstanding voting securities entitled to
          vote generally in the election of directors, of the Post-Transaction
          Corporation (as defined in Section 8A.03 hereof), and

               (B) except to the extent that such ownership existed prior to the
          Business Combination, no Person (excluding the Post-Transaction
          Corporation and any employee benefit plan or related trust of either
          the Company, the Post-Transaction Corporation or any subsidiary of
          either corporation) Beneficially Owns, directly or indirectly, 30% or
          more of the then outstanding shares of common stock of the corporation
          resulting from such Business Combination or 30% or more of the
          combined voting power of the then outstanding voting securities of
          such corporation, and

               (C) at least a majority of the members of the board of directors
          of the Post-Transaction Corporation were members of the Incumbent
          Board at the time of the execution of the initial agreement, or of the
          action of the Board, providing for such Business Combination; or

       (iv) approval by the shareholders of the Company of a complete
     liquidation or dissolution of the Company.

       8A.03  Other Definitions.  As used in Section 8A.02 hereof, the following
words or terms shall have the meanings indicated:

       (i) Affiliate:  'Affiliate' (and variants thereof) shall mean a Person
     that controls, or is controlled by, or is under common control with,
     another specified Person, either directly or indirectly.

       (ii) Beneficial Owner:  'Beneficial Owner' (and variants thereof), with
     respect to a security, shall mean a Person who, directly or indirectly
     (through any contract, understanding, relationship or otherwise), has or
     shares (i) the power to vote, or direct the voting of, the security, and/or
     (ii) the power to dispose of, or to direct the disposition of, the
     security.

       (iii)  Person:  'Person' shall mean a natural person or company, and
     shall also mean the group or syndicate created when two or more Persons act
     as a syndicate or other group (including, without limitation, a partnership
     or limited partnership) for the purpose of acquiring, holding, or disposing
     of a security, except that 'Person' shall not

                                       6
<PAGE>

     include an underwriter temporarily holding a security pursuant to an
     offering of the security.

       (iv) Post-Transaction Corporation:  Unless a Change of Control includes a
     Business Combination (as defined in Section 8A.02(iii) hereof), 'Post-
     Transaction Corporation' shall mean the Company after the Change of
     Control.  If a Change of Control includes a Business Combination, 'Post-
     Transaction Corporation' shall mean the corporation resulting from the
     Business Combination unless, as a result of such Business Combination, an
     ultimate parent corporation controls the Company or all or substantially
     all of the Company's assets either directly or indirectly, in which case,
     'Post-Transaction Corporation' shall mean such ultimate parent corporation.

                     ARTICLE 9:  RESTRICTIONS ON ASSIGNMENT

       The interest of an Employee or his Beneficiary or Spouse may not be sold,
transferred, assigned, or encumbered in any manner, either voluntarily or
involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be null and void; neither
shall the benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagement, or torts of any person to whom such benefits or funds
are payable, nor shall they be subject to garnishment attachment, or other legal
or equitable process nor shall they be an asset in bankruptcy, except that no
amount shall be payable hereunder until and unless any and all amounts
representing debts or other obligations owed to the Employer or any affiliate of
the Employer by the Employee with respect to whom such amount would otherwise be
payable shall have been fully paid and satisfied.  The interest of any Employee,
Beneficiary or Spouse shall be held subject to the maximum restraint on
alienation permitted or required by applicable Louisiana law.

                        ARTICLE 10:  NATURE OF AGREEMENT

       Eligible Employees and their Beneficiaries by virtue of participating
under this Plan  have only an unsecured right to receive benefits from their
Employer as a general creditor of the Employer.  The Plan constitutes a mere
promise to make payments in the future.  The adoption of the Plan and any
setting aside of amounts by the Employer with which to discharge its obligations
hereunder shall not be deemed to create a trust for the benefit of Eligible
Employees or their Beneficiaries; except as provided in any trust document,
legal and equitable title to any funds so set aside shall remain in the
Employer, and any recipient of benefits hereunder shall have no security or
other interest in such funds.  Any and all funds so set aside shall remain
subject to the claims of the general creditors of the Employer, present and
future, and no payment shall be made under this Plan unless the Employer is then
solvent.  This provision shall not require the Employer to set aside any funds,
but the Employer may set aside such funds if it chooses to do so.

                       ARTICLE 11:  CONTINUED EMPLOYMENT

       Nothing contained herein shall be construed as conferring upon any
Employee the right to continue in the employ of the Employer in any capacity.

                                       7
<PAGE>

        ARTICLE 12:  BINDING ON EMPLOYER, EMPLOYEES AND THEIR SUCCESSORS

       This Plan shall be binding upon and inure to the benefit of the Employer,
its successors and assigns and each Eligible Employee and his heirs, executors,
administrators and legal representatives.

                          ARTICLE 13:  LAWS GOVERNING

       This Plan shall be construed in accordance with and governed by the laws
of the State of Louisiana, except to the extent that the Plan is governed by the
Employee Retirement Income Security Act of 1974 ("ERISA").  It is the Employer's
intent that the Plan shall be exempt from ERISA's provisions, to the maximum
extent permitted by law.  To the extent that the Plan is an excess benefit plan
(as defined in Section 3(36) of ERISA), it shall be exempt from coverage
entirely, as provided in ERISA Section 4(b)(5).  The Plan is intended to be
unfunded for federal income tax purposes and for purposes of title I of ERISA
and intended to provide deferred compensation only for a select group of
management or highly compensated employees and shall be exempt from Parts 2, 3,
and 4 of ERISA, pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

                           ARTICLE 14:  MISCELLANEOUS

       14.1  Claims and Appeal Procedures. All disputes over benefits allegedly
due under this Plan shall be resolved through the procedures for making claims,
and appealing from denials of claims, that are set forth in the Summary Plan
Description of the Pension Plan.

       14.2  Recovery of Payments Made by Mistake. Notwithstanding anything to
the contrary, an Eligible Employee or other person receiving amounts from the
Plan is entitled only to those benefits provided by the Plan and promptly shall
return any payment, or portion thereof, made by mistake of fact or law.  The
Committee may offset the future benefits of any recipient who refuses to return
an erroneous payment, in addition to pursuing any other remedies provided by
law.

       EXECUTED effective this 28th day of November, 2000.

                               TIDEWATER INC.


                               By: /s/ J. Keith Lousteau
                                  ---------------------------------
                                  J. Keith Lousteau
                                  Senior Vice President, Chief
                                  Financial Officer and Treasurer

ATTEST:


By: /s/ Michael L. Goldblatt
   ----------------------------
      Michael L. Goldblatt
      Assistant Secretary

                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
<TEXT>

<PAGE>

                                                                      EXHIBIT 15

The Board of Directors and Shareholders
Tidewater Inc.



We are aware of the incorporation by reference in the Registration Statements
(Forms S-8 No. 33-63094, No. 33-38240, No. 333-32729 and No. 333-47687) of
Tidewater Inc. of our report dated January 15, 2001 relating to the unaudited
condensed consolidated interim financial statements of Tidewater Inc. that are
included in its Form 10-Q for the quarter ended December 31, 2000.

Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part
of the registration statements prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.

                                                               Ernst & Young LLP

New Orleans, Louisiana
January 15, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheets and the condensed consolidated statements
of earnings at the date and for the period indicated and is qualified in its
entirety by reference to such financial statements. All amounts shown are in
thousands of dollars, except per share data.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-2001
<PERIOD-START>                             APR-01-2000
<PERIOD-END>                               DEC-31-2000
<CASH>                                          85,880
<SECURITIES>                                         0
<RECEIVABLES>                                  169,919
<ALLOWANCES>                                     8,256
<INVENTORY>                                     26,652
<CURRENT-ASSETS>                               275,624
<PP&E>                                       1,598,272
<DEPRECIATION>                                 861,133
<TOTAL-ASSETS>                               1,490,456
<CURRENT-LIABILITIES>                           70,969
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         6,056
<OTHER-SE>                                   1,146,269
<TOTAL-LIABILITY-AND-EQUITY>                 1,490,456
<SALES>                                        442,148
<TOTAL-REVENUES>                               442,148
<CGS>                                          398,257
<TOTAL-COSTS>                                  398,257
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 650
<INCOME-PRETAX>                                 84,250
<INCOME-TAX>                                    27,466
<INCOME-CONTINUING>                             56,794
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    56,794
<EPS-BASIC>                                       1.02
<EPS-DILUTED>                                     1.01


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
