TIDEWATER INC — Director's Dealing 2004

Jan 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2004-01-21

Reporting Person: LABORDE CLIFFE F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-21	Common Stock	F	5442	$31.41	Disposed	3676	Direct
2004-01-21	Common Stock	M	3189	$22.25	Acquired	6865	Direct
2004-01-21	Common Stock	M	5263	$19.00	Acquired	12128	Direct
2004-01-21	Common Stock	M	403	—	Acquired	12531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	Employee Stock Option	$22.25	M	3189	Disposed	2004-08-16	Common Stock (3189)	Direct
2004-01-21	Employee Stock Option	$19.00	M	5263	Disposed	2005-03-15	Common Stock (5263)	Direct
2004-01-21	Restricted Stock Award	$0	M	403	Disposed	2004-08-16	Common Stock (403)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	631	Indirect
Common Stock	631	Indirect
Common Stock	631	Indirect
Common Stock	1161	Indirect

Footnotes

F1: Surrender of shares to pay exercise price of employee stock options.

F2: Exercise of employee stock option granted under 1975 Incentive Stock Option Plan.

F3: Exercise of employee stock option granted under 1992 Stock Option Plan.

F4: These shares are held in trusts for the benefit of the reporting person's children. The reporting person is trustee. Beneficial ownership is expressly disclaimed.

F5: Acquired on a periodic basis by the trustee of Tidewater 401(k) Savings Plan. Includes shares acquired through December 31. 2004.

F6: Exercisable in 3 annual increments beginning August 16, 1995.

F7: Exercisable in 3 annual increments beginning March 15, 1996.

F8: Issuance of restricted shares under 1975 Incentive Stock Option Plan. Shares are issuable in 1/3 increments at the time of and in tandem with exercise of related employee stock options (see Note 2 above).