921549--3/12/2009--TRICO_MARINE_SERVICES

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Increased competitive forces in the subsea services and subsea trenching and protection services markets could adversely affect our business. Time chartering of our subsea services and subsea trenching and protection vessels require us to make payments absent revenue generation which could adversely affect our operations. Our fleet includes many older vessels that may require increased levels of maintenance and capital expenditures to be maintained in good operating condition, are less efficient than newer vessels, and may be subject to a higher likelihood of mechanical failure, an inability to economically return to service or requirement to be scrapped. If we are unable to continue to upgrade our fleet successfully, our financial position, results of operations and cash flows could be materially adversely affected. Increases in size, quality and quantity of the offshore vessel fleet in areas where we operate could increase competition for charters and lower day rates and/or utilization, which would adversely affect our revenues and profitability. Our U.S. employees are covered by federal laws that may subject us to job-related claims in addition to those provided by state laws. Unionization efforts could increase our costs, limit our flexibility or increase the risk of a work stoppage. The removal or reduction of the reimbursement of labor costs by the Norwegian government may adversely affect our costs to operate our vessels in the North Sea. Certain management decisions needed to successfully operate EMSL, our 49% partnership, are subject to the majority owner s approval. The inability of our management representatives to reach a consensus with the majority owner may negatively affect our results of operations. Our business plan involves establishing joint ventures with partners in targeted foreign markets. As a U.S. corporation doing business in international jurisdictions, we are subject to the Foreign Corrupt Practices Act, or FCPA. Our business may suffer because our efforts to comply with U.S. laws could restrict our ability to do business in foreign markets relative to our competitors who are not subject to U.S. law and a determination that we violated the FCPA, including actions taken by our foreign agents or joint venture partners, may adversely affect our business and operations. Our marine operations are seasonal and depend, in part, on weather conditions. As a result, our results of operations will vary throughout the year. Our operations are subject to federal, state, local and other laws and regulations that could require us to make substantial expenditures. The loss of a key customer could have an adverse impact on our financial results. The early termination of contracts on our vessels could have an adverse effect on our operations. We are exposed to the credit risks of our key customers and certain other third parties, and nonpayment by our customers could adversely affect our financial position, results of operations and cash flows. Our inability to recruit, retain and train crew members may affect our ability to offer services, reduce operational efficiency and increase our labor rates. Our operations are subject to operating hazards and unforeseen interruptions for which we may not be adequately insured. The cost and availability of drydock services may impede our ability to return vessels to the market in a timely manner. Operating internationally subjects us to significant risks inherent in operating in foreign countries. Risks Relating to our Capital Structure We may not be able to obtain funding or obtain funding on acceptable terms because of the deterioration of the credit and capital markets. This may hinder or prevent us from meeting our future capital needs. Our holding company structure may adversely affect our ability to meet our obligations. We have a substantial amount of indebtedness which may adversely affect our cash flow and our ability to operate our business, to comply with debt covenants and to make payments on our indebtedness. Our business segments have been capitalized and are financed on a stand-alone basis, which may hinder efficient utilization of available financial resources. We may not be able to repatriate funds from Norway to the U.S., which could negatively impact our operational flexibility. Our ability to utilize certain net operating loss carryforwards or foreign tax credits may be limited by certain events which could have an adverse impact on our financial condition. We may face material tax consequences or assessments in countries in which we operate. If we are required to pay material tax assessments, our financial position, results of operations and cash flows may be materially adversely affected. Currency fluctuations and economic and political developments could adversely affect our financial position, results of operations and cash flows. The terms of our existing registration rights agreement with certain of our common stockholders may restrict the timing of any public offering or other distribution of shares of our common stock and may depress the market price of our stock. Our charter documents include provisions limiting the rights of foreign owners of our capital stock. Our charter and bylaws may discourage unsolicited takeover proposals and could prevent shareholders from realizing a premium on their common stock. Provisions of our debentures could discourage an acquisition of us by a third party. We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock. A substantial number of shares of our common stock will be eligible for future sale upon conversion of the 6.5% Debentures and exercise of the phantom stock units, and the sale of those shares could adversely affect our stock price. You will experience substantial dilution if the 6.5% Debentures are converted and the phantom stock units are exercised for shares of our common stock. We may be required to repurchase our debentures for cash upon specified events, which include a fundamental change, or pay cash upon conversion of our debentures. Risks Related to Our Industry Changes in the level of exploration and production expenditures, in oil and gas prices or industry perceptions about future oil and gas prices could materially decrease our cash flows and reduce our ability to meet our financial obligations. If our competitors are able to supply services to our customers at a lower price, then we may have to reduce our day rates, which would reduce our revenues. The recent worldwide financial and credit crisis could lead to an extended worldwide economic recession and have a material adverse effect on our financial position, results of operations and cash flows.

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921549--3/12/2009--TRICO_MARINE_SERVICES_INC