TIDEWATER INC — Director's Dealing 2006

May 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2006-05-19

Reporting Person: BENNETT JOSEPH M (Sr. Vice Pres. & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-19	Common Stock	M	10000	$22.75	Acquired	29969	Direct
2006-05-19	Common Stock	S	10000	$50.19	Disposed	19969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-19	Stock Option (Right to Buy)	$22.75	M	10000	Disposed	1999-03-11	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