TIDEWATER INC — Director's Dealing 2004

Apr 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2004-04-28

Reporting Person: DICK STEPHEN W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-28	Common Stock	M	1200	$22.25	Acquired	15794	Direct
2004-04-28	Common Stock	M	152	—	Acquired	15946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-28	Employee Stock Option (Right to Buy)	$22.25	M	1200	Disposed	2004-08-16	Common Stock (1200)	Direct
2004-04-28	Restricted Stock (Right to Buy)	$0	M	152	Disposed	2004-08-16	Common Stock (152)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2620	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 March 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).