TIDEWATER INC — Director's Dealing 2006

May 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2006-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-24	Common Stock	M	10666	$28.05	Acquired	30635	Direct
2006-05-24	Common Stock	S	5900	$48.36	Disposed	24735	Direct
2006-05-24	Common Stock	S	1266	$48.50	Disposed	23469	Direct
2006-05-24	Common Stock	S	2500	$48.55	Disposed	20969	Direct
2006-05-24	Common Stock	S	500	$48.56	Disposed	20469	Direct
2006-05-24	Common Stock	S	300	$48.58	Disposed	20169	Direct
2006-05-24	Common Stock	S	100	$48.59	Disposed	20069	Direct
2006-05-24	Common Stock	S	100	$48.62	Disposed	19969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-24	Stock Option (Right to Buy)	$28.05	M	10666	Disposed	2014-03-30	Common Stock (10666)	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 are exercisable in 1/3 increments on March 30, 2005, 2006 and 2007.