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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2003

Commission File Number: 0-28316

Trico Marine Services, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (985) 851-3833

Securities registered pursuant to Section 12(b) of the Act:

None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value per share

Preferred Stock Purchase Rights

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 for 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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2.)    Yes  x    No  ¨

The aggregate market value of the voting stock held by non-affiliates of the Registrant at June 30, 2003 based on the closing price on NASDAQ National Market on that date was $109,744,438.

The number of shares of the Registrant’s common stock, $0.01 par value per share, outstanding at February 27, 2004 was 36,935,537.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement, to be filed electronically no later than 120 days after the end of the fiscal year, are incorporated by reference in Part III.

Table of Contents

TRICO MARINE SERVICES, INC.

ANNUAL REPORT ON FORM 10-K FOR

THE YEAR ENDED DECEMBER 31, 2003

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PART I

Items 1 and 2.    Business and Properties

General

Trico Marine Services, Inc. and its subsidiaries (“the Company”, “Trico”, or collectively “we”) are a leading provider of marine support vessels to the oil and gas industry, primarily in the U.S. Gulf of Mexico, the North Sea and Latin America. The services provided by our diversified fleet include the transportation of drilling materials, supplies and crews to drilling rigs and other offshore facilities; towing drilling rigs and equipment from one location to another; and support for the construction, installation and maintenance of offshore facilities. Using our larger and more sophisticated vessels, we also provide support for deepwater ROVs (remotely operated vehicles) and well stimulation and maintenance services. We have a total fleet of 84 vessels, including 48 supply vessels, 13 large capacity platform supply vessels, six large anchor handling, towing and supply vessels, 11 crew boats (including three crew boats we are leasing under ten-year operating leases), and six line-handling vessels.

Demand for our services is primarily affected by expenditures for oil and gas exploration, development and production in the markets in which we operate. We experienced increases in our vessel day rates and utilization from late 1999 through the first half of 2001. This increase was primarily due to increased drilling activity and a reduction in the number of vessels in our markets, which was partially caused by the stacking or retirement of older vessels by some of our competitors and us. In the third quarter of 2001, we began to experience decreases in day rates and lower utilization for our Gulf fleet due to decreased offshore drilling activity in the Gulf. In 2002, we experienced decreased day rates and utilization for both our Gulf fleet and our North Sea class vessels. In 2003, drilling activity in the regions in which the Company operates experienced continued softness, which has adversely affected both the day rates and utilization of our fleet.

Typically, marine support vessels are priced to the customer on the basis of a daily rate, or “day rate,” regardless of whether a charter contract is for several days or several years. The average day rate of a vessel, or class of vessel, is calculated by dividing its revenues by the total number of days such vessel was under contract during a given period. A vessel’s utilization is the number of days in a period the vessel is under contract as a percentage of the total number of days in such period. Vessel demand is most directly impacted by offshore drilling activity. Vessel day rates and utilization are impacted by general vessel demand and various factors including vessel size, capacity, horsepower, age and whether a vessel has equipment such as sophisticated positioning and fire-fighting systems.

Our business was incorporated as a Delaware corporation in 1993. Our principal executive offices are located at 250 North American Court, Houma, Louisiana 70363. Our website address is www.tricomarine.com where all of our public filings are available, free of charge, through website linkage to the Securities and Exchange Commission. The information contained on this website is not part of this annual report.

The Industry

Marine support vessels are used primarily to transport equipment, supplies, and personnel to drilling rigs, to support the construction and operation of offshore oil and gas production platforms, as work platforms for offshore construction and platform maintenance and for towing services for drilling rigs and equipment. The principal types of vessels that we operate can be summarized as follows:

Supply Boats.    Supply boats are generally at least 165 feet in length and were constructed primarily for operations on the outer continental shelf of the Gulf to serve drilling and production facilities and support offshore construction and maintenance work. Supply boats are differentiated from other types of vessels by cargo flexibility and capacity. In addition to transporting deck cargo, such as pipe or drummed materials, supply boats transport liquid mud, potable and drilling water, diesel fuel, dry bulk cement and dry bulk mud.

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Platform Supply Vessels.    Platform supply vessels, also known as PSVs, were constructed primarily for international and deepwater operations. PSVs serve drilling and production facilities and support offshore construction and maintenance work. They are differentiated from other offshore support vessels by their larger deck space and cargo handling capabilities. Utilizing space on and below deck, they are used to transport supplies such as fuel, water, drilling fluids, equipment and provisions. PSVs range in size from 165 feet to more than 300 feet and are particularly suited for supporting large concentrations of offshore production locations because of their large deck space and below deck capacities.

Anchor Handling, Towing and Supply Vessels.    Anchor handling, towing and supply vessels, also known as AHTSs, are used to set anchors for drilling rigs and tow mobile drilling rigs and equipment from one location to another. In addition, these vessels can be used in limited supply roles when they are not performing anchor handling and towing services. They are characterized by large horsepower (generally averaging approximately 12,000-15,600 horsepower), shorter after decks and special equipment such as towing winches.

Crew Boats.    Crew boats are generally at least 100 feet in length and are used primarily for the transportation of personnel and light cargo, including food and supplies, to and among drilling rigs, production platforms and other offshore installations. Crew boats are constructed from aluminum. As a result, they generally require less maintenance and have a longer useful life without refurbishment than steel-hulled supply boats. The majority of our crew boats range from 120 to 155 feet in length.

Line Handling Boats.    Line handling boats are generally outfitted with special equipment to assist tankers while they are loading from single buoy mooring systems. These vessels support oil off-loading operations from production facilities to tankers and transport supplies and materials to and between deepwater platforms.

Market Areas

We operate primarily in the Gulf of Mexico (“the Gulf”), the North Sea, and offshore Brazil. Financial data, including revenues, expenses, and assets by market area/operating segment, are detailed in Note 17 of our consolidated financial statements. Our primary market areas are summarized below.

Gulf of Mexico.    Our vessels support exploration and development activities in the Gulf as well as existing oil and gas production platforms from both offshore U.S. and offshore Mexico. Demand for our supply boats is primarily impacted by the level and type of offshore oil and gas drilling activity. Drilling activity is influenced by a number of factors, including oil and gas prices and offshore drilling budgets of oil and gas companies. The level of exploration and development is typically tracked by the number of rigs in the market area (“rig count”). The rig count is ultimately the driving force behind the vessel day rates and utilization for any given period.

As of February 27, 2004, we had 43 supply boats and 10 crew boats in the Gulf, including four vessels operating offshore of Mexico.

North Sea.    The North Sea market area consists of offshore Norway, Denmark, the Netherlands, Germany, Great Britain and Ireland, and the area west of the Shetland Islands. Historically, it has been the most demanding of all offshore areas due to harsh weather, erratic sea conditions, significant water depth and long sailing distances. Exploration and production operators in the North Sea are typically large and well capitalized entities (such as major oil companies and state owned oil companies), in large part because of the significant financial commitment required in this market area. In comparison to the Gulf, projects in the region tend to be fewer in number, but larger in scope, with longer planning horizons and more long-term contracts. Consequently, vessel demand in the North Sea is generally slower to react to changes in energy prices and less susceptible to abrupt swings than vessel demand in other regions. Activity in the North Sea generally is at its highest level during the months from April to September and at its lowest level during November to February.

As of February 27, 2004, we had 13 PSVs and six AHTSs in the North Sea.

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Brazil.    The primary customer in the Brazilian market is Petrobras, the Brazilian national oil company. Since 1999, Brazil has permitted foreign oil companies to participate in offshore oil and gas drilling and production. Offshore exploration and production activity in Brazil is concentrated in the deep water Campos Basin, located 60 to 100 miles from the Brazilian coast. A number of fields in the Campos Basin are being produced using floating production facilities. In addition, exploration activity has expanded south to the Santos Basin approximately 100 miles southeast of the city of Rio de Janeiro and to the northeastern and northern continental shelves.

As of February 27, 2004, we had six line-handling vessels, our Small Water Area Twin Hull (SWATH) crew boat and one supply boat operating offshore Brazil. Seven of our vessels operating offshore Brazil are under charters with Petrobras.

Other Areas.    The Company also has developing operations in West Africa, for which operations are based in Nigeria.

Our Fleet

Existing Fleet.    The following table sets forth information regarding the vessels operated by us as of February 27, 2004:

As of February 27, 2004, the average age of our vessels was 16 years. We believe that our upgrade and refurbishment program, completed in the first half of 1999, has significantly extended the service life of most of our Gulf supply boats.

Vessel Maintenance.    We incur routine dry-dock inspection, maintenance and repair costs under U.S. Coast Guard Regulations and to maintain American Bureau of Shipping or DetNorske Veritas certification for our vessels. In addition to complying with these requirements, we also have our own comprehensive vessel maintenance program that we believe helps us to continue to provide our customers with well maintained, reliable vessels. We incurred approximately $10.8 million, $9.5 million, and $11.3 million in dry-docking and marine inspection costs in the years ended December 31, 2003, 2002, and 2001, respectively.

Operations Bases

We support our operations in the Gulf from a 62.5 acre docking, maintenance and office facility in Houma, Louisiana located on the Intracoastal Waterway that provides direct access to the Gulf. We also lease a 3,600 square foot office in Houston, Texas. Our North Sea operations are supported from an owned office in Fosnaväg, Norway and leased offices in Kristiansand, Norway and Aberdeen, Scotland. Our Brazilian operations are supported from a maintenance and administrative facility in Macae, Brazil and a sales and administrative office in Rio de Janeiro. The Company also has sales and operational offices in Port Harcourt, Nigeria and Cuidad Del Carmen, Mexico.

Customers and Charter Terms

We have entered into master service agreements with substantially all of the major and independent oil companies operating in the Gulf. Most of our charters in the Gulf are short-term contracts (60 to 90 days) or spot

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contracts (less than 30 days) and are cancelable upon short notice. Because of frequent renewals, the stated duration of charters frequently has little relationship to the actual time vessels are chartered to a particular customer.

Our principal customers in the North Sea are major integrated oil companies and large independent oil and gas companies as well as foreign government owned or controlled companies that provide logistic, construction and other services to such oil companies and foreign government organizations. The charters with these customers are industry standard time charters. Current charters in the North Sea include periods ranging from spot contracts of just a few days or months to long-term contracts of several years.

Charters are obtained through competitive bidding or, with certain customers, through negotiation. The percentage of revenues attributable to an individual customer varies from time to time, depending on the level of exploration and development activities undertaken by a particular customer, the availability and suitability of our vessels for the customer’s projects, and other factors, many of which are beyond our control. For the years ended 2001 and 2002, approximately 16% and 13%, respectively, of our total revenues were received from ExxonMobil Corporation or its subsidiaries on a worldwide basis. No individual customer represented more than 10% of consolidated revenues during 2003.

Competition

Our business is highly competitive. Competition in the marine support services industry primarily involves factors such as price, service and reputation of vessel operators and crews, and availability and quality of vessels of the type and size needed by the customer. Although a few of our competitors are larger and many have greater financial resources and international experience than us, we believe that our operating capabilities and reputation enable us to compete with other fleets in the market areas in which we operate.

Regulation

Our operations are significantly affected by federal, state and local regulations, as well as certain international conventions, private industry organizations and laws and regulations in jurisdictions where our vessels operate and are registered. These regulations govern worker health and safety and the manning, construction and operation of vessels. For example, we are subject to the jurisdiction of the U.S. Coast Guard, the National Transportation Safety Board, the U.S. Customs Service and the Maritime Administration of the U.S. Department of Transportation, as well as private industry organizations such as the American Bureau of Shipping and DetNorske Veritas. The latter two organizations establish safety criteria and are authorized to investigate vessel accidents and recommend improved safety standards. In addition, we are subject to regulation in other areas in which we operate.

The U.S. Coast Guard regulates and enforces various aspects of marine offshore vessel operations, such as classification, certification, routes, dry-docking intervals, manning requirements, tonnage requirements and restrictions, hull and shafting requirements and vessel documentation. U.S. Coast Guard regulations require that each of our vessels be dry-docked for inspection at least twice within a five-year period. We believe we are in compliance in all material respects with all U.S. Coast Guard regulations.

Under U.S. law, the privilege of transporting merchandise or passengers in domestic waters extends only to vessels that are owned by U.S. citizens and are built in and registered under the laws of the United States. Under the citizenship provisions of the Merchant Marine Act of 1920 and the Shipping Act of 1916, the Company could not engage in U.S. coastwise trade if more than 25% of the Company’s outstanding stock was owned by non-U.S. citizens. If we should fail to comply with this requirement, during the period of such noncompliance we would not be permitted to continue operating our vessels in coastwise trade.

Our operations are also subject to a variety of federal and state statutes and regulations regarding the discharge of materials into the environment or otherwise relating to environmental protection. Included among

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these statutes are the Clean Water Act, the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Outer Continental Shelf Lands Act (“OCSLA”) and the Oil Pollution Act of 1990 (“OPA”).

The Clean Water Act imposes strict controls on the discharge of pollutants into the navigable waters of the U.S., and imposes potential liability for the costs of remediating releases of petroleum and other substances. The Clean Water Act provides for civil, criminal and administrative penalties for any unauthorized discharge of oil and other hazardous substances in reportable quantities and imposes substantial potential liability for the costs of removal and remediation. Many states have laws that are analogous to the Clean Water Act and also require remediation of accidental releases of pollutants in reportable quantities. Our vessels routinely transport diesel fuel to offshore rigs and platforms, and also carry diesel fuel for their own use. Our supply boats transport bulk chemical materials used in drilling activities, and also transport liquid mud which contains oil and oil by-products. All offshore companies operating in the U.S. are required to have vessel response plans to deal with potential oil spills.

RCRA regulates the generation, transportation, storage, treatment and disposal of onshore hazardous and non-hazardous wastes, and requires states to develop programs to ensure the safe disposal of wastes. We generate non-hazardous wastes and small quantities of hazardous wastes in connection with routine operations. We believe that all of the wastes that we generate are handled in compliance with RCRA and analogous state statutes.

CERCLA contains provisions dealing with remediation of releases of hazardous substances into the environment and imposes strict, joint and several liability for the costs of remediating environmental contamination upon owners and operators of contaminated sites where the release occurred and those companies who transport, dispose of or who arrange for disposal of hazardous substances released at the sites. Although we handle hazardous substances in the ordinary course of business, we are not aware of any hazardous substance contamination for which we may be liable.

OCSLA provides the federal government with broad discretion in regulating the leasing and development of submerged outer continental shelf lands for oil and gas production. If the government were to exercise its authority under OCSLA to restrict the availability of offshore oil and gas leases, this could reduce demand for our Gulf vessels and adversely affect utilization and day rates.

OPA contains provisions specifying responsibility for removal costs and damages resulting from discharges of oil into navigable waters or onto the adjoining shorelines. Among other requirements, OPA requires owners and operators of vessels over 300 gross tons to provide the U.S. Coast Guard with evidence of financial responsibility to cover the costs of cleaning up oil spills from such vessels. We have provided satisfactory evidence of financial responsibility to the U.S. Coast Guard for all of our Gulf vessels over 300 tons.

We believe we are in compliance in all material respects with all applicable environmental laws and regulations. Our vessels operating in foreign market areas are subject to regulatory controls concerning environmental protection similar to those in force in the Gulf. We believe that compliance with any existing environmental requirements will not materially affect our operations or competitive position.

Insurance

The operation of our vessels is subject to various risks representing threats to the safety of our crews, and to the safety of our vessels and cargo. We maintain insurance coverage against risks such as catastrophic marine disaster, adverse weather conditions, mechanical failure, collision and navigation errors, which management considers to be customary in the industry. We believe that our insurance coverage is adequate and we have not experienced a loss in excess of our policy limits. However, there can be no assurance that we will be able to maintain adequate insurance at rates which we consider commercially reasonable, nor can there be any assurance that such coverage will be adequate to cover all claims that may arise. Insurance rates have been subject to wide fluctuation and have led to increases in costs and higher deductibles and retention amounts in recent years.

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Employees

As of February 27, 2004, we had 983 employees worldwide, including 853 operating personnel and 130 corporate, administrative and management personnel. We believe our relationship with our employees is satisfactory. To date, strikes, work stoppages, boycotts, or slowdowns have not interrupted our operations.

Our U.S. employees have not chosen to be represented by a labor union and are not covered by a collective bargaining agreement. We, together with other providers of marine support vessels, have in the past been targeted by maritime labor unions in an effort to organize our Gulf employees. If our Gulf employees were to become union represented, we believe that our flexibility in dealing with changing circumstances in our industry, or in our own operations, could be limited and our business operations could be adversely affected.

Our Norwegian seamen are covered by three union contracts with three separate Norwegian unions. Our United Kingdom seamen are covered by two union contracts with two separate unions. We believe our relationships with our employees in Norway and the United Kingdom are satisfactory.

Our seamen in Brazil, Nigeria and Trinidad are covered by separate collective bargaining agreements. We believe our relationships with our employees in these areas are satisfactory.

Cautionary Statements

Certain statements made in this Annual Report that are not historical facts are “forward-looking statements.” Such forward-looking statements may include statements that relate to:

Also, you can generally identify forward-looking statements by such terminology as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate” or similar expressions. We caution you that such statements are only predictions and not guarantees of future performance or events. In evaluating these statements, you should consider various risk factors, including but not limited to the risks listed below. These risk factors may affect the accuracy of the forward-looking statements and the projections on which the statements are based.

All phases of our operations are subject to a number of uncertainties, risks and other influences, many of which are beyond our control. Any one of such influences, or a combination, could materially affect the results of our operations and the accuracy of forward-looking statements made by us. Some important factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements include the following:

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Many of these factors are beyond our ability to control or predict. We caution investors not to place undue reliance on forward-looking statements. We disclaim any intent or obligation to update the forward-looking statements contained in this Annual Report, whether as a result of receiving new information, the occurrence of future events or otherwise, other than as required by law.

In addition to the other information in this Annual Report, the following factors should be considered carefully.

Our debt has been recently downgraded and could be downgraded again by one or both of the rating agencies

On July 25, 2003, Moody’s Investors Service (“Moody’s”) downgraded our long-term senior implied rating to B3 from B1 and lowered our senior unsecured notes’ rating to Caa1 from C2. On January 27, 2004, Moody’s downgraded our long-term senior implied rating to Caa1 from B3 and lowered our senior unsecured notes’ rating to Caa2 from Caa1. On November 24, 2003, Standard & Poor’s Ratings Services (“S&P”), a division of The McGraw-Hill Companies, Inc., downgraded our senior unsecured notes to CCC from CCC+ and placed that credit rating on creditwatch with negative implications. In addition, S&P lowered our corporate rating to B- from B on the same date. On March 11, 2004, S&P downgraded the senior unsecured notes from CCC to CCC- and the corporate rating from B- to CCC+. This downgrade requires the Company to post an additional letter of credit of approximately $1.7 million under the Company’s master bareboat charter agreement. Because of these downgrades, and the potential of one or both rating agencies continuing to downgrade our debt, it is likely that we will have difficulty obtaining financing and our cost of obtaining additional financing or refinancing existing debt may be increased significantly.

Our substantial indebtedness could adversely affect our financial health.

We now have a significant amount of indebtedness. As of December 31, 2003, we had total indebtedness of approximately $380.2 million. Our high level of debt could have important consequences to you, including the following:

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We are highly dependent on external sources of financing and improved cash flow to meet our obligations and reduce our indebtedness in the future.

In the short-term, we expect a substantial portion of our liquidity to be provided by cash provided by operations, our unrestricted cash, and our NOK Credit Facility. As of February 27, 2004, we had unrestricted cash of $37.6 million and NOK 320 million of borrowing capacity under our NOK Credit Facility. However, we are restricted to NOK 202 million of availability as a result of financial covenants under such facility. With the completion of the 2004 Term Loan (described in more detail in Item 7, Liquidity and Capital Resources), the Company believes that cash provided by operations and current unrestricted cash and available credit under its NOK credit facility will be sufficient to fund our debt service requirements, working capital and vessel maintenance expenditures until at least December 31, 2004, barring any unforeseen circumstances. If current activity levels continue in the Gulf of Mexico and the North Sea, it would require us to depend more heavily on our NOK Credit Facility.

In the longer term, our ability to pay debt service and other contractual obligations will depend on improving our future performance and cash flow generation, which in turn will be affected by prevailing economic and industry conditions and financial, business and other factors, many of which are beyond our control. If we have difficulty providing for debt service or other contractual obligations in the future, we will be forced to take actions such as reducing or delaying capital expenditures, reducing costs, selling assets, refinancing or restructuring our debt or other obligations and seeking additional equity capital, or any combination of the above. We may not be able to take any of these actions on satisfactory terms, or at all.

We have had two consecutive years of operating losses and will incur additional operating losses for the foreseeable future.

We reported operating losses of $135.5 million and $12.1 million for the years ended December 31, 2003 and 2002, respectively. As of December 31, 2003, we had an accumulated deficit of approximately $214.8 million. We expect to continue to incur losses for the foreseeable future. We had negative cash flows from operations in 2003. Insufficient cash flows may adversely affect our ability to fund capital expenditures and pay debt service and other contractual obligations. To become profitable, we must depend on increases to the current levels of oil and gas production and exploration, primarily in the Gulf of Mexico.

Market volatility and low levels of exploration and development activity affect demand for our services.

Demand for our services depends heavily on activity in offshore oil and gas exploration, development and production. The level of exploration and development is typically tracked by the number of offshore rigs in each market area (“offshore rig count”) in which the Company operates. The offshore rig count is ultimately the driving force behind the day rates and utilization in any given period. A reduction in the offshore rig count and day rates could be delayed or prolonged if the Company enters into a long-term contract. This is particularly relevant to the North Sea market, where contracts tend to be longer in nature. The continuation of low levels of activity in the Gulf and other areas in which we operate may adversely affect the demand for our marine support services, and may reduce our revenues and negatively impact our cash flows. If market conditions were to continue to decline in market areas in which the Company operates, it could require the Company to evaluate the recoverability of its long-lived assets.

Charter rates for marine support vessels in our market areas also depend on the supply of vessels. Excess vessel capacity in the offshore support vessel industry is primarily the result of either construction of new vessels

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or the mobilization of existing vessels into fully saturated markets. In recent years, the Company has been subject to both new vessel construction, particularly in the Gulf and the North Sea, as well as vessels mobilizing into regions in which it operates, which has increased the competition in those areas. Additional excess capacity coupled with prolonged periods of low levels of production and exploration could further reduce our day rates and utilization levels.

We operate in a highly competitive industry.

Our business is highly competitive. Certain of our competitors have significantly greater financial resources than us and more experience operating in international areas. Competition in the marine support services industry primarily involves factors such as:

Operating hazards may increase our operating costs; our insurance coverage is limited.

Marine support vessels are subject to operating risks such as catastrophic marine disaster, adverse weather conditions, mechanical failure, collisions, oil and hazardous substance spills and navigation errors. The occurrence of any of these events may result in damage to or loss of our vessels and our vessels’ tow or cargo or other property and in injury to passengers and personnel. Such occurrences may also result in a significant increase in operating costs or liability to third parties. We maintain insurance coverage against certain of these risks, which our management considers to be customary in the industry. We cannot assure you, however, that we can renew our existing insurance coverage at commercially reasonable rates or that such coverage will be adequate to cover future claims that may arise. In addition, the recent terrorist attacks that occurred in the U.S., as well as other factors, have caused significant increases in the cost of our insurance coverage. More restrictive coverage could adversely impact our operating results.

Compliance with governmental regulations may impose additional costs.

We must comply with federal, state and local regulations, as well as certain international conventions, private industry organizations and agencies, and laws and regulations in jurisdictions in which our vessels operate and are registered. These regulations govern worker health and safety and the manning, construction and operation of vessels. These organizations establish safety criteria and are authorized to investigate vessel accidents and recommend approved safety standards. If we fail to comply with the requirements of any of these laws or the rules or regulations of these agencies and organizations, we could be subject to substantial fines, penalties or other restrictions.

Our operations also are subject to federal, state and local laws and regulations that control the discharge of pollutants into the environment and that otherwise relate to environmental protection. While our insurance policies provide coverage for accidental occurrence of seepage and pollution or clean up and containment of the foregoing, pollution and similar environmental risks generally are not fully insurable. We may incur substantial costs in complying with such laws and regulations, and noncompliance can subject us to substantial liabilities. The laws and regulations applicable to us and our operations may change. If we violate any such laws or regulations, this could result in significant liability to us. In addition, any amendment to such laws or regulations that mandates more stringent compliance standards would likely cause an increase in our vessel operating expenses.

The Coast Guard adopted a major new vessel and marine facility security rule in October 2003 that will impact all providers of marine transportation services in the United States. Provisions of international treaty have put in place major vessel and marine facility security regulatory regimes that impact all providers of marine transportation services worldwide. By July 1, 2004, the Company must have approved security plans in place on

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all our vessels, both domestic and international. These plans require additional crew training and flag state approval surveys. Trico has submitted security plans for all of its affected vessels and expects to meet the July deadline. In addition, certain electronic equipment has been mandated for vessels operating internationally, and as a result, Trico will be adding such equipment to the majority of its fleet during 2004.

Our marine operations are seasonal and depend, in part, on weather conditions.

In the Gulf, we have historically enjoyed our highest utilization rates during the second and third quarters, as mild weather provides favorable conditions for offshore exploration, development and construction. Adverse weather conditions during the winter months generally curtail offshore development operations. Activity in the North Sea is also subject to delays during periods of adverse weather. Accordingly, the results of any one quarter are not necessarily indicative of annual results or continuing trends.

Age of fleet.

The average age of our vessels is approximately 16 years. Expenditures required for the repair, certification and maintenance of a vessel typically increase with vessel age. These expenditures may increase to a level at which they are no longer economically justifiable. We cannot assure you that we will be able to maintain our fleet by extending the economic life of existing vessels through major refurbishment or by acquiring new or used vessels. Also, as the age of a vessel increases, it becomes less marketable, particularly in periods with low utilization such as 2002 and 2003.

Currency fluctuations could adversely affect our results of operations.

Due to the size of our international operations, a significant percentage of our business is conducted in currencies other than the U.S. Dollar. We are primarily exposed to fluctuations in the foreign currency exchange rates of the Norwegian Kroner (NOK), the British Pound and the Brazilian Real. Changes in the value of these currencies relative to the U.S. Dollar could result in translation adjustments reflected as comprehensive income or losses on our balance sheet. In addition, translation gains and losses could contribute to fluctuations in our results of operations. Due to the fluctuation of these currencies, primarily the NOK, we incurred a favorable accumulated foreign currency translation adjustment of $10.6 million in 2003 and $71.5 million in 2002. The Company experienced unfavorable accumulated foreign currency translation adjustments of $1.0 million for the year ended December 31, 2001. We incurred foreign exchange losses of $0.9 million, $1.4 million, and $1.0 million for 2003, 2002, and 2001, respectively. Future fluctuations in these and other foreign currencies may result in additional foreign exchange gains or losses, and could have a significant impact on our financial position.

Operating internationally poses uncertain hazards.

Our international operations are subject to a number of risks inherent to any business operating in foreign countries. These risks include, among others:

We cannot predict the nature and the likelihood of any such events. However, if such an event should occur, it could have a material adverse effect on our financial condition and results of operations.

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We depend on key personnel.

We depend on the continued services of our executive officers and other key management personnel, the loss of any of whom could result in inefficiencies in our operations, lost business opportunities or the loss of one or more customers.

A terrorist attack could have a material adverse effect on our business.

The potential for future terrorist attacks, the national and international response to terrorist attacks, and other acts of war or hostility have created many economic and political uncertainties, which could adversely affect our business for the short or long-term in ways that cannot presently be predicted.

Item 3.    Legal Proceedings

We are involved in various legal and other proceedings that are incidental to the conduct of our business. Legal proceedings include, among other things, suits filed by employees and other individuals under the Merchant Marine Act of 1920 (“the Jones Act”), and other personal injury type suits. We do not believe that any of these proceedings, if adversely determined, would have a material adverse effect on our financial condition, results of operations or cash flows.

Item 4.    Submission of Matters To a Vote Of Security Holders

None.

Item 4A.    Executive Officers of the Registrant

The name, age and offices held by each of the executive officers of the Company as of February 27, 2004, are as follows:

Ronald O. Palmer has been a director since October 1993 and Chairman of the Board since May 1997. Mr. Palmer also served as Executive Vice President from February 1995 to May 1997. Mr. Palmer joined Mr. Fairley in founding our predecessor company in 1980 and served as Vice President, Treasurer and Chief Financial Officer until February 1995.

Thomas E. Fairley, who co-founded our predecessor company with Mr. Palmer in 1980, has been President and Chief Executive Officer and a director since October 1993. From October 1993 to May 1997, Mr. Fairley also served as our Chairman of the Board. Mr. Fairley is also a director of Gulf Island Fabrication, Inc., a leading marine fabricator.

Trevor Turbidy has served as Vice President and Chief Financial Officer since August 2003. From November 2000 until May 2002, Mr. Turbidy served as a Director in the Investment Banking Department of Credit Suisse First Boston. From 1991 until November 2000, Mr. Turbidy held various positions leading up to being a Director in the Investment Banking Department of Donaldson, Lufkin & Jenrette.

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Kenneth W. Bourgeois has served as one of our Vice Presidents since October 1993. Mr. Bourgeois served as our Controller from October 1993 to June 2002, and also served as the Controller of our predecessor company from December 1981 to October 1993. Mr. Bourgeois is a Certified Public Accountant.

Michael D. Cain has served as our Vice President, Marketing since February 1993. From 1986 to 1993, Mr. Cain served as Marketing Manager for our predecessor company.

Charles E. Tizzard has served as our Vice President, Administration since June 1997. From October 1994 to June 1997, Mr. Tizzard served as Manager of Administration and Planning.

Charles M. Hardy has served as our Vice President of Operations since July 2000. From May 1996 to July 2000, Mr. Hardy served as President of Offshore Towing, Inc. From 1993 to 1996, Mr. Hardy was employed by Tidewater Marine, Inc. as Vice President—Towing Division.

D. Michael Wallace has served as our Vice President, International Business Development since November 2002. From January 2000 to November 2002, Mr. Wallace was Vice President of Marine Logistics with ASCO US LLC. From December 1996 to December 1999, Mr. Wallace was General Manager for Tidewater Marine, Inc. in Venezuela.

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PART II

Item 5.    Market for Registrant’s Common Stock and Related Stockholder Matters

Our common stock is listed for quotation on the NASDAQ National Market under the symbol “TMAR.” At February 27, 2004 we had 82 holders of record of our common stock.

The following table sets forth the range of high and low closing sales prices of our common stock as reported by the NASDAQ National Market for the periods indicated.

We have not paid any cash dividends on our common stock during the past two years and have no plans to pay dividends. In addition, our debt agreements contain a restricted payment test which currently prohibits us from paying dividends on our common stock.

Equity Compensation Plan Information