TIDEWATER INC — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2004-02-02

Reporting Person: OMALLEY WILLIAM C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	M	150000	$22.75	Acquired	430526	Direct
2004-02-02	Common Stock	S	1200	$31.73	Disposed	429326	Direct
2004-02-02	Comm Stock	S	8300	$31.74	Disposed	421026	Direct
2004-02-02	Common Stock	S	1700	$31.75	Disposed	419326	Direct
2004-02-02	Common Stock	S	700	$31.76	Disposed	418626	Direct
2004-02-02	Common Stock	S	2200	$31.77	Disposed	416426	Direct
2004-02-02	Common Stock	S	1100	$31.78	Disposed	415326	Direct
2004-02-02	Common Stock	S	2700	$31.79	Disposed	412626	Direct
2004-02-02	Common Stock	S	5000	$31.80	Disposed	407626	Direct
2004-01-02	Common Stock	S	200	$31.81	Disposed	407426	Direct
2004-02-02	Common Stock	S	500	$31.82	Disposed	406926	Direct
2004-02-02	Common Stock	S	100	$31.83	Disposed	406826	Direct
2004-02-02	Common Stock	S	1100	$31.84	Disposed	405726	Direct
2004-02-02	Common Stock	S	200	$31.85	Disposed	405526	Direct
2004-02-02	Common Stock	S	500	$31.86	Disposed	405.026	Direct
2004-02-02	Common STock	S	800	$31.87	Disposed	404226	Direct
2004-02-02	Common Stock	S	400	$31.90	Disposed	403826	Direct
2004-02-02	Coimmon Stock	S	2500	$31.91	Disposed	401326	Direct
2004-02-02	Common Stock	S	1200	$31.92	Disposed	400126	Direct
2004-02-02	Common Stock	S	600	$31.93	Disposed	399526	Direct
2004-02-02	Common Stock	S	500	$31.95	Disposed	399026	Direct
2004-02-02	Common Stock	S	700	$31.96	Disposed	398326	Direct
2004-02-02	Common Stock	S	4000	$31.97	Disposed	394326	Direct
2004-02-02	Common Stock	S	500	$31.98	Disposed	393826	Direct
2004-02-02	Common Stock	S	200	$31.99	Disposed	393626	Direct
2004-02-02	Common Stock	S	29200	$32.00	Disposed	364426	Direct
2004-02-02	Common Stock	S	2800	$32.01	Disposed	361616	Direct
2004-02-02	Common Stock	S	800	$32.02	Disposed	360826	Direct
2004-02-02	Common Stock	S	1300	$32.03	Disposed	359526	Direct
2004-02-02	Common Stock	S	700	$32.04	Disposed	358826	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-02	Stock Option (Right to Buy)	$22.75	M	150000	Disposed	2004-03-28	Common Stock (150000)	Direct

Footnotes

F1: This is the first of two Forms 4 filed by the reporting person on the same date.

F2: Exercise of employee stock option granted under 1997 Stock Incentive Plan.

F3: Exercisable in 3 annual increments beginning March 11, 2000.