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: 2006-05-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-22	Common Stock	M	10000	$22.75	Acquired	29969	Direct
2006-05-22	Common Stock	S	500	$49.00	Disposed	29469	Direct
2006-05-22	Common Stock	S	300	$49.02	Disposed	29169	Direct
2006-05-22	Common Stock	S	300	$49.03	Disposed	28869	Direct
2006-05-22	Common Stock	S	100	$49.04	Disposed	28769	Direct
2006-05-22	Common Stock	S	300	$49.05	Disposed	28469	Direct
2006-05-22	Common Stock	S	300	$49.06	Disposed	28169	Direct
2006-05-22	Common Stock	S	1400	$49.08	Disposed	26769	Direct
2006-05-22	Common Stock	S	400	$49.09	Disposed	26369	Direct
2006-05-22	Common Stock	S	2300	$49.10	Disposed	24069	Direct
2006-05-22	Common Stock	S	500	$49.11	Disposed	23569	Direct
2006-05-22	Common Stock	S	400	$49.12	Disposed	23169	Direct
2006-05-22	Common Stock	S	1000	$49.13	Disposed	22169	Direct
2006-05-22	Common Stock	S	1800	$49.14	Disposed	20369	Direct
2006-05-22	Common Stock	S	200	$49.15	Disposed	20169	Direct
2006-05-22	Common Stock	S	200	$49.17	Disposed	19969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-22	Stock Option (Right to Buy)	$22.75	M	10000	Disposed	2009-03-11	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2268	Indirect

Footnotes

F1: Exercise of employee stock option granted under Tidewater Inc. 1997 Plan.

F2: 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.

F3: The options were exercisable in 1/3 increments on March 11, 2000, March 2001 and March 11, 2002.