TIDEWATER INC — Director's Dealing 2004

May 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2004-05-06

Reporting Person: MURRILL PAUL W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-06	Phantom Stock Units	$0	A	35.25	Acquired		Common Stock (35.25)	Direct

Footnotes

F1: Acquired pursuant to Tidewater Inc. Deferred Compensation Plan for Outside Directors.

F2: The security converts to common stock on a one-for-one basis.

F3: Phantom Stock Units will be paid in cash upon termination of Board service or such other date chosen by reporting person in accordance with Tidewater's Deferred Compensation Plan for Outside Directors.