TIDEWATER INC — Director's Dealing 2006

Feb 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIDEWATER INC (TDW)
CIK: 0000098222
Period of Report: 2006-02-22

Reporting Person: DICK STEPHEN W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-22	Common Stock	F	12627	$55.39	Disposed	15000	Direct
2006-02-22	Common Stock	M	6358	$39.00	Acquired	21358	Direct
2006-02-22	Common Stock	M	15450	$22.75	Acquired	36808	Direct
2006-02-22	Common Stock	M	3100	$32.25	Acquired	39908	Direct
2006-02-22	Common Stock	F	2215	$55.39	Disposed	37693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-22	Employee Stock Option (Right to Buy)	$39.00	M	6358	Disposed	2006-03-26	Common Stock (6358)	Direct
2006-02-23	Employee Stock Option (Right to Buy)	$22.75	M	15450	Disposed	2009-03-11	Common Stock (15450)	Direct
2006-02-22	Employee Stock Option (Right to Buy)	$32.25	M	3100	Disposed	2010-03-29	Common Stock (3100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2797	Indirect

Footnotes

F1: Surrender of owned shares to pay option price.

F2: Exercise of employee stock optiond granted under Tidewater Inc. 1992 and 1997 Stock Option Plan.

F3: Withholding of option shares to pay tax.

F4: Acquired on a periodic basis by the Trustee of Tidewater 401(k) Savings Plan. Includes shares acquired for my account through January 31, 2006.

F5: Exercisable in 3 annual increments beginning March 26, 1997.

F6: Exercisable in 3 annual increments beginning March 11, 2000.

F7: Exercisable in 3 annual increments beginning March 29, 2001