TIDEWATER INC — Director's Dealing 2006

Mar 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2006-03-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-29	Common Stock	A	7000	—	Acquired	21327	Direct
2006-03-30	Common Stock	F	1358	$55.82	Disposed	19969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-29	Stock Option (Right to Buy)	$55.76	A	16000	Acquired	2016-03-29	Common Stock (16000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2251	Indirect

Footnotes

F1: Restricted stock awarded under the Tidewater Inc. 2001 Stock Incentive Plan. The Plan pursuant to which the restricted stock award was granted provides for tax withholding rights. The restricted stock award vests at the rate of 25% per year if the change in Economic Value Added (EVA) meets or exceeds annual targeted improvement. EVA equals after-tax operating profits less a charge for debt and equity capital. Capital is charged at a rate equal to the weighted average cost of debt and equity. Any unvested restricted stock will automatically vest on March 29, 2010.

F2: Withholding of shares to pay taxes.

F3: Acquired on a periodic basis by the Trustee of Tidewater 401(k) Savings Plan. Includes shares acquired through February 28, 2006.

F4: Stock option granted pursuant to the Tidewater Inc. 2001 Stock Incentive Plan in transaction exempt under Rule 16b-3. The Plan pursuant to which the reported option was granted provides for tax withholding rights. The option vests in 3 equal annual installments on March 29, 2006, March 29, 2008, and March 29, 2009.