TIDEWATER INC — Director's Dealing 2006

May 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2006-05-23

Reporting Person: BENNETT JOSEPH M (Sr. VP & Princ. Acctng. Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-23	Common Stock	M	25000	$27.92	Acquired	44969	Direct
2006-05-23	Common Stock	S	900	$50.00	Disposed	44069	Direct
2006-05-23	Common Stock	S	600	$50.01	Disposed	43469	Direct
2006-05-23	Common Stock	S	700	$50.02	Disposed	42769	Direct
2006-05-23	Common Stock	S	1600	$50.03	Disposed	41169	Direct
2006-05-23	Common Stock	S	800	$50.04	Disposed	40369	Direct
2006-05-23	Common Stock	S	1100	$50.05	Disposed	39269	Direct
2006-05-23	Common Stock	S	5100	$50.06	Disposed	34169	Direct
2006-05-23	Common Stock	S	1100	$50.07	Disposed	33069	Direct
2006-05-23	Common Stock	S	1200	$50.08	Disposed	31869	Direct
2006-05-23	Common Stock	S	100	$50.09	Disposed	31769	Direct
2006-05-23	Common Stock	S	6000	$50.10	Disposed	25769	Direct
2006-05-23	Common Stock	S	100	$50.11	Disposed	25669	Direct
2006-05-23	Common Stock	S	1900	$50.12	Disposed	23769	Direct
2006-05-23	Common Stock	S	800	$50.13	Disposed	22969	Direct
2006-05-23	Common Stock	S	500	$50.14	Disposed	22469	Direct
2006-05-23	Common Stock	S	400	$50.15	Disposed	22069	Direct
2006-05-23	Common Stock	S	1000	$50.17	Disposed	21069	Direct
2006-05-23	Common Stock	S	1000	$50.20	Disposed	20069	Direct
2006-05-23	Common Stock	S	100	$50.22	Disposed	19969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-23	Stock Option (Right to Buy)	$27.92	M	25000	Disposed	2013-03-12	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2268	Indirect

Footnotes

F1: Acquired on a periodic basis by the Trustee of the Tidewater Inc. 401(k) Savings Plan. Includes shares acquired for my account through April 30, 2006.

F2: The options were exercisable in 1/3 increments on March 12, 2004, 2005 and 2006.