TIDEWATER INC — Director's Dealing 2004

Apr 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2004-03-30

Reporting Person: DICK STEPHEN W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-30	Common Stock	A	7000	—	Acquired	14594	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-30	Stock Option (Right to Buy)	$28.05	A	17500	Acquired	2014-03-30	Common Stock (17500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2620	Indirect

Footnotes

F1: Restricted stock award under the Tidewater Inc. 1997 Stock Incentive Plan. The Plan pursuant to which the restricted stock award was granted provides for tax withholding rights. The restricted stock award vests in 3 annual installments of 50%, 25%, and 25% commencing on or about March 30, 2006.

F2: Acquired on a periodic basis by the Trustee of the Tidewater Inc. 401(k) Savings Plan. Includes shares acquired for my account through February 29, 2004.

F3: Stock option granted under the Tidewater Inc. 2001 Stock Incentive Plan in transaction exempt under Rule 16b-3. The Plan pursuant to which the reported option was granted provides for tax withholding rights. The option vests in 3 equal annual installments beginning on March 30, 2005.