TIDEWATER INC — Director's Dealing 2004

Aug 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2004-08-06

Reporting Person: DICK STEPHEN W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-06	Common Stock	M	2475	$22.25	Acquired	18421	Direct
2004-08-06	Common Stock	M	306	—	Acquired	18727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-06	Employee Stock Option (Right to Buy)	$22.25	M	2475	Disposed	2004-08-16	Common Stock (2475)	Direct
2004-08-06	Restricted Stock (Right to Buy)	$0	M	306	Disposed	2004-08-16	Common Stock (306)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2668	Indirect

Footnotes

F1: Exercise of employee stock option granted under Tidewater Inc. 1992 Stock Option Plan.

F2: Receipt of common stock awarded under Tidewater Inc. 1992 Stock Plan.

F3: Acquired on a periodic basis by the Trustee of Tidewater 401(k) Savings Plan. Includes shares acquired for my account through July 31, 2004.

F4: Exercisable in 3 annual increments beginning August 16, 1995.

F5: Shares are issued in 1/3 increments at the time of and in tandem with exercise of related employee stock options. (See Note 1 above).