UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                          ____________

                            FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended March 31, 2002

                Commission File Number 000-32855
                           ___________

                      TORCH OFFSHORE, INC.
     (Exact Name of Registrant as Specified in its Charter)

             Delaware                             74-2982117
   (State or Other Jurisdiction of              (IRS Employer
    Incorporation or Organization)            Identification No.)

     401 Whitney Avenue, Suite 400
           Gretna, Louisiana                      70056-2596
(Address of Principal Executive Offices)          (Zip Code)

Registrant's Telephone Number, Including Area Code: (504) 367-7030

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days. Yes x  No __

The number of shares of the Registrant's Common Stock outstanding
as of May 13, 2002 was 12,728,946.


                      TORCH OFFSHORE, INC.

                       TABLE OF CONTENTS



                                                               Page
                                                               ----
        Part I.  Financial Information

         Item 1. Financial Statements.

                 Condensed Consolidated Balance Sheets as of
                  March 31, 2002 and December 31, 2001           3

                 Consolidated Statements of Operations for the
                  Three Months Ended March 31, 2002 and 2001     4

                 Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 2002 and 2001     5

                 Notes to Consolidated Financial Statements      6

         Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations  8


         Item 3. Quantitative and Qualitative Disclosures About
                  Market Risk                                    14

        Part II. Other Information

         Item 1. Legal Proceedings                               14

         Item 2. Changes in Securities and Use of Proceeds       14

         Item 6. Exhibits and Reports on Form 8-K                14

                 Signatures                                      15


                 PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.

                      TORCH OFFSHORE, INC.
              CONDENSED CONSOLIDATED BALANCE SHEETS
                         (in thousands)

                                        March 31, December 31,
                                          2002        2001
                                        ---------  ---------
                                       (Unaudited)
Assets
CURRENT ASSETS:
 Cash and cash equivalents              $  20,821  $  24,493
 Accounts receivable --
   Trade, less allowance for doubtful
    accounts                               16,019     11,033
   Other                                       61        290
 Costs and estimated earnings in excess
  of billings on uncompleted contracts        600      1,600
 Prepaid expenses and other                 1,986      2,659
                                        ---------  ---------
   Total current assets                    39,487     40,075
PROPERTY AND EQUIPMENT, net                50,064     49,179
INVESTMENTS, restricted                         6          6
DEFERRED DRYDOCKING CHARGES, net            3,804      3,245
OTHER ASSETS                                  196        250
                                        ---------  ---------
   Total assets                         $  93,557  $  92,755
                                        =========  =========

Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
 Accounts payable -- trade              $   5,249  $   4,124
 Accrued expenses                           3,238      2,909
 Accrued payroll and related taxes          1,402        791
 Financed insurance premiums                  351      1,075
 Deferred income taxes                        535        535
                                        ---------  ---------
   Total current liabilities               10,775      9,434

DEFERRED INCOME TAXES                       2,583      2,280

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY                       80,199     81,041
                                        ---------  ---------
   Total liabilities and
    stockholders' equity                 $ 93,557   $ 92,755
                                        =========  =========

The accompanying notes are an integral part of these consolidated
                      financial statements.


                      TORCH OFFSHORE, INC.
        CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
              (in thousands, except per share data)

                                       Three Months Ended
                                             March 31,
                                          2002      2001
                                       --------  --------

       Revenues                        $ 16,725  $ 14,491
       Cost of revenues:
        Cost of sales                    12,746    10,383
        Depreciation and amortization     1,930     1,469
        General and administrative
         expenses                         1,250       959
                                       --------  --------
           Total cost of revenues        15,926    12,811
                                       --------  --------
       Operating income                     799     1,680
                                       --------  --------
       Other income (expense):
         Interest expense                   (35)     (911)
         Interest income                    102        --
                                       --------  --------
           Total other income (expense)      67      (911)
                                       --------  --------
       Income before income taxes           866       769
       Income tax expense                  (303)      --
                                       --------  --------
       Net income                           563       769
       Preferred unit dividends and
        accretion                            --      (114)
                                       --------  --------
       Net income attributable to
        common stockholders            $    563  $    655
                                       ========  ========

       Net income per common share:
           Basic                       $   0.04  $   0.09
                                       ========  ========
           Diluted                     $   0.04  $   0.09
                                       ========  ========

       Weighted average common stock
       outstanding:
           Basic                         12,833     7,505
                                       ========  ========
           Diluted                       12,833     7,505
                                       ========  ========

The accompanying notes are an integral part of these consolidated
                      financial statements.


                      TORCH OFFSHORE, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                         (in thousands)

                                        Three Months Ended
                                              March 31,
                                            2002     2001
                                         -------   ------

Cash flows used in operating activities:
Net income                               $   563   $  769
  Depreciation and amortization            1,930    1,469
  Deferred income tax provision              303       --
  Severance and reorganizational costs,
   net unpaid (paid)                          --      (58)
  Deferred drydocking costs incurred      (1,359)      --
 (Increase) decrease in working capital:
  Accounts receivable                     (4,757)  (1,901)
  Costs and estimated earnings in excess
   of billings on uncompleted contracts    1,000   (1,291)
  Prepaid expenses, net of financed
   portion                                   (51)     103
  Accounts payable -- trade                1,119   (1,231)
  Accrued payroll and related taxes          611      211
  Accrued expenses and other                 416     (823)
                                         -------   ------
Net cash used in operating activities       (225)  (2,752)
                                         -------   ------

Cash flows used in investing activities:
  Purchases of equipment                  (2,016)    (110)
                                         -------   ------
Net cash used in investing activities     (2,016)    (110)
                                         -------   ------

Cash flows (used in) provided by
 financing activities:
  Net proceeds from revolving line of
   credit                                     --    3,775
  Payments on long-term debt                  --   (1,549)
  Treasury stock purchases                (1,431)      --
  Stockholder distributions                   --     (248)
                                         -------   ------
Net cash (used in) provided by
 financing activities                     (1,431)   1,978
                                         -------   ------

Net decrease in cash and cash
 equivalents                              (3,672)    (884)
Cash and cash equivalents at beginning
 of period                                24,493      886
                                         -------   ------
Cash and cash equivalents at end
 of period                               $20,821   $    2
                                         =======   ======

Interest paid (net of amounts
 capitalized)                            $    35   $1,185
                                         =======   ======

Income taxes paid                        $    --   $   --
                                         =======   ======


The accompanying notes are an integral part of these consolidated
                      financial statements.


                      TORCH OFFSHORE, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

1.   Organization and Basis of Presentation:
The  interim  consolidated financial statements  included  herein
have   been   prepared  by  Torch  Offshore,  Inc.  (a   Delaware
corporation) and are unaudited, except for the balance  sheet  at
December  31,  2001, which has been prepared from  the  Company's
previously   audited  financial  statements.   The   consolidated
financial  statements of Torch Offshore, Inc. include its  wholly
owned  subsidiary  Torch  Offshore,  L.L.C.,  (collectively,  the
"Company").  Management  believes  that  the  unaudited   interim
financial  statements include all adjustments  (such  adjustments
consisting only of a normal recurring nature) necessary for  fair
presentation.  Certain information and note disclosures  normally
included  in  annual financial statements prepared in  accordance
with  accounting  principles generally  accepted  in  the  United
States have been condensed or omitted pursuant to those rules and
regulations.   The results for the three months ended  March  31,
2002 are not necessarily indicative of the results to be expected
for  the  entire year. The interim financial statements  included
herein  should be read in conjunction with the audited  financial
statements   and   notes  thereto  together   with   Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations included in the Company's Annual Report on  Form  10-K
for the fiscal year ended December 31, 2001.

The  Company  provides  integrated pipeline installation,  subsea
construction and support services to the offshore oil and natural
gas  industry primarily in the United States Gulf of Mexico  (the
"Gulf  of  Mexico").  The  Company's  focus  has  been  providing
services  primarily for oil and natural gas production  in  water
depths  of  20  to 300 feet in the Gulf of Mexico (the  "Shelf").
Over the past few years, the Company has expanded its operations,
fleet  capabilities  and management expertise  to  enable  it  to
provide  deeper  water services analogous to  those  services  it
provides on the Shelf.

In  June  2001, the Company completed its initial public offering
of  5.0  million shares of its common stock at $16.00 per  share,
raising gross proceeds of $80.0 million; net proceeds were  $72.6
million  after underwriting commission and discounts and expenses
totaling $7.4 million (the "Public Offering").

2.   Stockholders' Equity:
In  connection with the Public Offering, predecessor interests of
the  Company (including preferred unit interests) were  exchanged
for  common  shares  of  the Company.   For  financial  reporting
purposes, the transactions were considered a recapitalization  of
the  Company, and as such, all historical share data included  in
the accompanying financial statements has been restated.

Treasury Stock - In August 2001, the Company's Board of Directors
approved  the  repurchase of up to $5.0 million of the  Company's
outstanding   common  stock.  Purchases  will  be   made   on   a
discretionary basis in the open market or otherwise over a period
of time as determined by management subject to market conditions,
applicable legal requirements and other factors.  As of March 31,
2002, 628,700 shares had been repurchased at a total cost of $3.7
million.

Stock  Option  Plan - The Company has a long-term incentive  plan
under which 3.0 million shares of the Company's common stock  are
authorized to be granted to employees and affiliates.  The awards
can  be in the form of options, stock, phantom stock, performance
based  stock or stock appreciation rights.  As of March 31, 2002,
stock  options covering 229,068 shares of common stock at  $16.00
per  share,  and 32,813 shares of restricted stock, both  vesting
generally over five years, were outstanding.

3.   Income Taxes:
Prior to the Public Offering, the Company had elected to be taxed
as  a flow-through entity under the Internal Revenue Code. Income
taxes  related  to the operations of the Company were  recognized
directly at the individual taxpayer level. Therefore, the Company
recognized  no federal or state income tax for the  three  months
ended March 31, 2001.

In  connection  with  the  Public Offering,  the  Company  became
subject  to  corporate  level taxation and adopted  Statement  of
Financial Accounting Standards ("SFAS") No. 109, "Accounting  for
Income Taxes." The Company recorded a  $0.3 million provision  (a
35%  effective tax rate) attributable to operating  earnings  for
the three months ended March 31, 2002.

4.   Earnings Per Share:
The  Company  follows SFAS No. 128, "Earnings per Share."   Basic
earnings  per share is calculated by dividing income attributable
to  common stockholders by the weighted-average number of  common
shares  outstanding for the applicable period, without adjustment
for  potential common shares outstanding in the form of  options,
warrants,  convertible securities or contingent stock agreements.
For  calculation  of diluted earnings per share,  the  number  of
common  shares outstanding are increased (if deemed dilutive)  by
the  weighted-average  number of additional  common  shares  that
would  have  been  outstanding if the dilutive  potential  common
shares  had  been  issued, determined using  the  treasury  stock
method where appropriate.

Common stock equivalents (related to stock options) excluded from
the  calculation of diluted earnings per share were approximately
229,000 shares and zero shares for the first quarters of 2002 and
2001, respectively, because they were anti-dilutive. None of  the
predecessor  convertible preferred units were considered  in  the
calculation of diluted earnings per share because of their  anti-
dilutive effect.

5.   Commitments and Contingencies:
The  Company has been named as a defendant in a stockholder class
action  suit filed by purported stockholders regarding the Public
Offering.  This  suit, which seeks unspecified monetary  damages,
has been filed in federal district court for the Eastern District
of  Louisiana. Management believes the allegations in  this  suit
are  without merit, and the Company intends to vigorously  defend
the  lawsuit.  Even so, an adverse outcome in this  class  action
litigation  could  have  an  adverse  effect  on  the   Company's
financial condition or results of operations.

Because of the nature of its business, the Company is subject  to
various  other claims. The Company has engaged legal  counsel  to
assist in defending all legal matters, and management intends  to
vigorously defend all claims. The Company does not believe, based
on  all  available information, that the outcome of these matters
will  have a material effect on its financial position or results
of operations.

6.   New Accounting Standards:
In  July  2001, the Financial Accounting Standards Board ("FASB")
issued   SFAS   No.   143,  "Accounting  for   Asset   Retirement
Obligations," effective for fiscal years beginning after June 15,
2002.  This statement will require the Company to record the fair
value   of   liabilities  related  to  future  asset   retirement
obligations  in  the  period  the obligation  is  incurred.   The
Company expects to adopt SFAS No. 143 on January 1, 2003.  Due to
the  nature of the Company's assets, management believes that the
adoption  of  this  statement  will  not  materially  impact  the
Company's financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment  or  Disposal of Long-Lived Assets," which  supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of."  The provisions  of
this  statement  revise current guidelines with  respect  to  the
process  for  measuring  impairment  of  long-lived  assets.  The
Company  adopted this statement effective January 1, 2002,  which
did  not  have  a  material  impact on  the  Company's  financial
position or results of operations.

In   June  2001,  the  American  Institute  of  Certified  Public
Accountants  ("AICPA") issued an exposure  draft  of  a  proposed
Statement of Position ("SOP"),  "Accounting for Certain Costs and
Activities  Related  to  Property, Plant,  and  Equipment."  This
proposed  SOP  would change, among other things,  the  method  by
which  companies would account for normal, recurring or  periodic
repairs  and  maintenance costs related  to  "in  service"  fixed
assets.  It  would  require  that  these  types  of  expenses  be
recognized  when  incurred rather than  recognizing  expense  for
these  costs  while  the  asset is  productive.  The  Company  is
assessing the impact of the change should this SOP be adopted. If
adopted,  the  Company  would be required to  expense  regulatory
maintenance   cost   on   its  vessels  as  incurred   (currently
capitalized and recognized as "drydocking cost amortization").

7.   Subsequent Event:
In  May  2002, the Company entered into an agreement  with  Cable
Shipping Inc. to bareboat charter a vessel, the G. Murray,  under
a  three-year  contract for $9,500 per day.  The  340-foot,  DP-2
class vessel, which will be renamed the Midnight Hunter, will  be
used  by  the Company as a deepwater vessel having the capability
of  laying  pipe (utilizing up to four reels) in water depths  of
approximately  3,000 to 4,000 feet and providing diving  and  ROV
support work. The Company has the option of purchasing the vessel
for  a fixed price after two years and at the end of the contract
period.

Item 2.     Management's Discussion and Analysis of Financial
Condition and Results of Operations.

The   following  discussion  and  analysis  should  be  read   in
conjunction  with  our  Consolidated  Financial  Statements   and
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations contained in our Annual Report on Form 10-K
for  the  fiscal year ended December 31, 2001, and the  unaudited
interim  consolidated  financial  statements  and  related  notes
contained in "Item 1. Financial Statements" above.

This  Quarterly Report on Form 10-Q contains statements that  are
"forward-looking statements" within the meaning  of  the  Private
Securities Litigation Reform Act of 1995 and Section 21E  of  the
Securities  Exchange Act of 1934, as amended,  concerning,  among
other  things  our  prospects, expected  revenues,  expenses  and
profits,  developments and business strategies for our operations
all  of  which  are  subject to certain risks, uncertainties  and
assumptions.  Our actual results may differ materially from those
expressed or implied in this Form 10-Q. Many of these factors are
beyond  our  ability to control or predict. We caution  investors
not  to  place  undue  reliance  on  forward-looking  statements.
Accordingly, there is no assurance that our expectations will  be
realized.   Factors  that  could  cause  or  contribute  to  such
differences  include, but are not limited to, those discussed  in
our Annual Report on Form 10-K for the fiscal year ended December
31,  2001  under  the captions "Forward-Looking  Statements"  and
"Item 1. Business - Risk Factors."

GENERAL

Torch  Offshore,  Inc. provides subsea construction  services  in
connection  with  the  infield development of  offshore  oil  and
natural gas reservoirs.  We are a leading service provider in our
market   niche  of  installing  and  maintaining  small  diameter
flowlines   and  related  infrastructure  associated   with   the
development  of  offshore oil and natural  gas  reserves  on  the
Continental Shelf of the Gulf of Mexico (the "Shelf").  Over  the
last   few   years,  we  have  expanded  our  operations,   fleet
capabilities  and management expertise to enable  us  to  provide
deeper water services analogous to the services we provide on the
Shelf.

From  1997  to 2001, we had increased the size of our fleet  from
three to nine construction and service vessels. In April 2002, we
also  completed  the acquisition of a 520-foot vessel  from  Smit
International for $9.75 million.  This vessel will  be  converted
to  a  DP-2  offshore construction vessel with our patent-pending
pipelay  system and renamed the Midnight Express.   Additionally,
in May 2002, we entered into an agreement to bareboat charter the
Midnight Hunter for a three-year period. This DP-2 vessel will be
used   as   a  deepwater  pipelay  vessel  in  water  depths   of
approximately 3,000 to 4,000 feet. In addition, we  are  actively
seeking   opportunities  to  expand  our  fleet  either   through
construction or acquisition of vessels.

Factors Affecting Results of Operations
The demand for subsea construction services primarily depends  on
the  prices  of  oil and natural gas.  These prices  reflect  the
general  condition of the industry and influence  our  customers'
willingness  to  spend capital to develop  oil  and  natural  gas
reservoirs.  We are unable to predict future oil and natural  gas
prices or the level of offshore construction activity related  to
the  industry. In addition to the prices of oil and natural  gas,
we  use  the  following  leading  indicators,  among  others,  to
forecast the demand for our services:

O    the offshore mobile rig count and jack-up rig count;

O    forecasts  of capital expenditures by major and independent
     oil and gas companies;

O    recent lease sale activity levels; and

O    the expiration dates of existing Gulf of Mexico leases.

Even  when  demand  for subsea construction services  is  strong,
several  factors  may  affect  our profitability,  including  the
following:

O    competition;

O    equipment and labor productivity;

O    weather conditions;

O    contract estimating uncertainties; and

O    other risks inherent in marine construction.

Although  greatly  influenced by overall market  conditions,  our
fleet-wide  utilization is generally lower during the first  half
of  the year because of winter weather conditions in the Gulf  of
Mexico.    Accordingly,  we  endeavor  to  schedule  our  drydock
inspections and routine and preventative maintenance during  this
period.   Additionally, during the first quarter,  a  substantial
number of our customers finalize capital budgets and solicit bids
for   construction   projects.   For  this   reason,   individual
quarterly/interim results are not necessarily indicative  of  the
expected results for any given year.

In  the life of an offshore field, capital is allocated for field
development of a well following a commercial discovery.  The time
that  elapses  between  a  successfully  drilled  well  and   the
development  phase in which we participate, varies  depending  on
the  water  depth  of the field.  On the Shelf,  demand  for  our
services  generally  follows successful  drilling  activities  by
three  to  12  months.  We have noticed that demand for  pipeline
installation for deepwater projects exceeding 1,000 feet of water
depth  generally follows initial exploration drilling  activities
by at least three years.  These deepwater installations typically
require   much   more   engineering  design   work   than   Shelf
installations.

RESULTS OF OPERATIONS

Comparison of the Quarter Ended March 31, 2002 to the Quarter
 Ended March 31, 2001
Revenues.  Revenues were $16.7 million for the three months ended
March  31,  2002 compared to $14.5 million for the  three  months
ended  March  31,  2001, an increase of 15%. The  stronger  first
quarter  2002 revenues were driven primarily by the  increase  in
the  utilization of our fleet. For the three months  ended  March
31,  2002,  our  fleet  worked 548 revenue days  resulting  in  a
utilization rate of 75%, compared to 459 revenue days  worked  in
the  three  months  ended  March 31, 2001,  resulting  in  a  69%
utilization rate. The Midnight Rider, which was put into  service
in  September  2001, contributed 77 revenue  days  in  the  first
quarter  of  2002.  Average pricing realizations  for  the  three
months ended March 31, 2001 and the three months ended March  31,
2002  remained relatively steady, decreasing only  2%.   However,
pricing  realizations for the three months ended March  31,  2002
increased approximately 5% from the fourth quarter of 2001.

Domestic  natural  gas and crude oil prices  remained  relatively
volatile  throughout the first quarter of 2002  before  finishing
with  a slight increase at the end of the quarter to reach levels
of $2.84 per Mcf and $25.50 per barrel, respectively. Despite the
increase, these prices are much lower than the  year  ago-quarter
levels experienced in  the industry. From an activity standpoint,
our expectations of a resumption of stronger growth continues  to
be delayed  until  the latter  half  of  2002  and   into   2003.
Additionally,  we  expect  the offshore  construction  market  to
remain  extremely price competitive until such time as growth  in
demand  for  our  services  occurs. We believe  that  our  future
financial  and  operating  results will  continue  to  be  highly
dependent on overall market conditions in the oil and natural gas
industry.  We  are unable to predict future oil and  natural  gas
prices or the level of offshore construction activity related  to
the industry.

Gross  Profit.   Gross  profit, which is revenues  less  cost  of
sales,  was $4.0 million (23.8% of revenues) for the three months
ended March 31, 2002 compared to $4.1 million (28.3% of revenues)
for  the three months ended March 31, 2001.  The decrease in  the
gross  profit margin is primarily caused by slightly lower  price
realizations, as discussed above, a lower day rate on the charter
of  the  Midnight  Arrow in Mexico and certain unusual  operating
costs.

Depreciation  and  Amortization.  Depreciation  and  amortization
expense  was  $1.9 million for the three months ended  March  31,
2002  compared to $1.5 million for the three months  ended  March
31,  2001, an increase of 31%.  This increase primarily  reflects
the addition of the Midnight Rider, which was put into service in
September 2001, and the amortization of more drydocking costs  in
the first quarter of 2002 versus the first quarter of 2001.

General  and Administrative Expenses.  General and administrative
expenses  totaled $1.3 million (7.5% of revenues) for  the  three
months  ended  March 31, 2002 compared to $1.0 million  (6.6%  of
revenues)  for  the  three  months ended  March  31,  2001.   The
increase  in  general and administrative expenses for  the  first
quarter  of 2002 is due to certain personnel additions and  costs
associated with being a public entity. We anticipate that  future
general  and  administrative expenses will be impacted  by  costs
related  to  our  fleet expansion, our efforts to strengthen  our
deepwater  activity  levels and the additional  costs  associated
with being a public entity.

Interest  Income  (Expense), Net.  Net interest income  was  $0.1
million for the three months ended March 31, 2002 compared to net
interest expense of $0.9 million for the three months ended March
31,  2001.   This reflects the repayment of debt in  mid-June  of
2001 following our initial public offering.

Income Taxes. In connection with our initial public offering,  we
became  subject to corporate level taxation.  We recorded a  $0.3
million  provision (a 35% effective tax rate)  during  the  three
months  ended March 31, 2002.  From 1997 until our initial public
offering  we had not been subject to income taxes, including  the
three months ended March 31, 2001.

Net  Income Attributable to Common Stockholders.  Net  income  to
common stockholders for the three months ended March 31, 2002 was
$0.6 million, compared with net income to common stockholders  of
$0.7 million for the three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

In  June 2001, pursuant to our Registration Statement on Form S-1
(Registration No. 333-54120) which was declared effective on June
6,  2001, we completed an initial public offering of 5.0  million
shares  of our common stock for gross proceeds of $80.0  million;
net proceeds were $72.6 million after underwriting commission and
discounts  and expenses (the "Public Offering").  We subsequently
retired all debt, purchased the Midnight Rider and initiated  the
detailed engineering for the construction of the Midnight Warrior
(discussed  below).   As  of March 31, 2002,  $20.8  million  was
invested in short-term securities, pending its targeted  use  for
our  deepwater  expansion program (discussed below)  and  general
corporate purposes.

In  the  three  months ended March 31, 2002, our operations  used
$0.2  million  as  compared to $2.8 million in the  three  months
ended  March 31, 2001.  This  improvement  between  quarters  was
caused primarily by  an increase in accounts payable  and accrued
expenses partially offset by increased deferred drydocking  costs
incurred.  Investing  activities  resulted  in  cash used for the
purchase  of  equipment  as  discussed below.  Cash flow  used in
financing  activities  was  $1.4 million  in the first quarter of
2002 and related entirely to stock repurchases. The first quarter
of 2001 resulted in cash flows from  financing activities of $2.0
million  mostly  due  to  borrowings  under  a  revolving line of
credit.

Historically,  our capital requirements have been  primarily  for
the  acquisition and improvement of our vessels and other related
equipment.   Capital expenditures totaled $2.0  million  for  the
three  months ended March 31, 2002, compared to $0.1 million  for
the  three  months ended March 31, 2001. Capital expenditures  in
the  first  quarter  of 2002 primarily relate  to  the  deepwater
expansion  of our fleet. We expect to fund our equity requirement
for  any future capital investments from cash-on-hand, borrowings
and  cash  flow  from operations.  We currently estimate  capital
expenditures  for  the  remainder  of  2002  and   2003   to   be
approximately    $80.0   million,   primarily   representing    the
construction  of,  and  the  equipment  and  support   facilities
associated with, the Midnight Express. Included in this  estimate
is  approximately $1.0 million of improvements  expected  on  the
Midnight  Hunter  and a total of approximately $6.0  million  for
routine  capital  and drydock inspections of our  vessels  to  be
incurred over this period.

The   following   table   presents  our   long-term   contractual
obligations and the related amounts due, in total and  by  period
as  of  March 31, 2002 (inclusive of the Midnight Hunter  charter
payments as discussed below) (in thousands):

                                Payments Due by Period
                       -------------------------------------------
                               Less Than    1-3     4-5   After 5
                        Total   1 Year     Years   Years   Years
                       -------  -------   -------  ------ -------
Long-Term Debt         $    --  $    --   $    --   $  --    $ --
Capital Lease
 Obligations                --       --        --      --      --
Operating Leases        21,367    6,486    14,300     581      --
Unconditional Purchase
 Obligations             8,775    8,775        --      --      --
Other Long-Term
 Obligations                --       --        --      --      --
                       -------  -------   -------   ----- -------
Total Contractual Cash
 Obligations           $30,142  $15,261   $14,300   $ 581    $ --
                       =======  =======   =======   ===== =======

During   the   first  quarter  of  2002,  we  made  payments   of
approximately  $0.8  million for the operating  lease  obligation
relating to our deepwater technology vessel, the Midnight  Arrow,
under  a five-year charter agreement.  In addition, we paid  $1.0
million  during  the  first quarter of 2002 in  relation  to  the
purchase   price  of  the  Midnight  Express.  The  unconditional
purchase obligation in the above table relates to the balance  of
the purchase price of the Midnight Express, which was paid in the
second quarter of 2002.

Included  in  the operating leases are the monthly  payments  for
certain  facilities  used  in the normal  course  of  operations.
However,  the majority of the operating lease obligation  relates
to  our  Midnight  Arrow  charter agreement  and  our  three-year
bareboat charter contract of the Midnight Hunter.

In August 2001, the Board of Directors approved the repurchase of
up  to  $5.0 million of our outstanding common stock.   Purchases
will  be  made  on a discretionary basis in the  open  market  or
otherwise  over  a  period  of time as determined  by  management
subject  to market conditions, applicable legal requirements  and
other  factors.  As  of  May 3, 2002,  637,200  shares  had  been
repurchased at a total cost of $3.7 million.

Consistent  with  the focus towards investing in new  technology,
including  deepwater capable assets such as the Midnight  Express
and  the Midnight Hunter, four of the last five vessels added  to
our  operations have been DP-2 deepwater capable.  Through  March
31,  2002  we  have  expended  approximately  $27.1  million  (in
combined  capital expenditures and operating lease payments)  for
these  DP-2 vessels, with an additional estimated $100.0  million
to  be  incurred  in  associated  construction,  operating  lease
payments and drydock expenses through early 2005.

We  are  currently working with several parties to determine  the
best  option  to finance the conversion of the Midnight  Express,
currently  estimated  at  a  total cost  of  approximately  $75.0
million.   The  Midnight  Express  was  purchased  in   lieu   of
constructing the Midnight Warrior.  There were several advantages
to  purchasing  and converting the Midnight Express  rather  than
following  through  on  the  new-build  plans  for  the  Midnight
Warrior.  First, the Midnight Express should complete sea  trials
and  be ready for work beginning as soon as the third quarter  of
2003, whereas, the Midnight Warrior would have taken at least one
additional year. Secondly, the Midnight Express provides a better
platform  for  the  installation of  our  patent-pending  pipelay
system as the vessel is over 500 feet in length and has more deck
space  than  the  Midnight Warrior would have had.  The  Midnight
Express  was  delivered in April 2002 to assist in  the  detailed
engineering  related to the conversion.  Upon completion  of  the
detailed  engineering in the second quarter of 2002,  a  shipyard
will  be  selected and the final stage of the conversion  process
will  commence.   The  selection of the shipyard  is  a  critical
factor in the determination of the financing arrangements because
if  the  shipyard selected is in a foreign country there  may  be
different financing options available.  Some of the options being
reviewed include guaranteed financing through MARAD or a  similar
agency of another country.  In addition, non-guaranteed financing
options are being considered as well.  These could be at a higher
interest  cost  to us than the guaranteed financing.   We  cannot
assure  you that we will be able to obtain any financing,  either
guaranteed  or  non-guaranteed.  If we are unable to  obtain  any
financing,  it  would have a negative impact on  our  ability  to
implement  our  business strategy.  However, we believe  that  we
will have several financing sources available to us.

MARAD  has  issued a commitment, subject to customary conditions,
to  guarantee the 20-year financing covering 87.5% of the cost of
constructing the initial design of the Midnight Warrior.  MARAD's
commitment  officially expired on May 6, 2002, which gives  MARAD
the  option to terminate the commitment as we have not  placed  a
portion  of the permanent long-term financing. We currently  have
no  intent  to complete the construction of the Midnight  Warrior
and have indefinitely postponed the project.

In  May  2002,  we entered into an agreement with Cable  Shipping
Inc.  to bareboat charter a vessel, the G. Murray, under a three-
year  contract  for  $9,500 per day.  The  340-foot,  DP-2  class
vessel,  which will be renamed the Midnight Hunter, will be  used
as  a  deepwater  vessel  having the capability  of  laying  pipe
(utilizing  up  to  four reels) in water depths of  approximately
3,000 to 4,000 feet and providing diving and ROV support work. We
have  the option of purchasing the vessel for a fixed price after
two years and at the end of the contract period.

We  believe that our existing cash and short-term investments and
cash flow from operations will be sufficient to meet our existing
liquidity  needs  for the near term.  We also  believe  that  our
existing   cash  and  short-term  investments  and  the   interim
construction financing we are seeking, in addition  to  our  cash
flow  from  operations,  will  be  sufficient  to  complete   our
identified growth plans.  If our plans or assumptions  change  or
prove  to be inaccurate, if we cannot obtain interim construction
financing  on  satisfactory terms or if we  make  any  additional
acquisitions of existing vessels or other businesses, we may need
to  raise  additional  capital.  We may  not  be  able  to  raise
additional  funds, or we may not be able to raise such  funds  on
favorable terms.

NEW ACCOUNTING STANDARDS

In  July  2001, the Financial Accounting Standards Board ("FASB")
issued  Statement of Financial Accounting Standards ("SFAS")  No.
143, "Accounting for Asset Retirement Obligations," effective for
fiscal years beginning after June 15, 2002.  This statement  will
require  us  to record the fair  value of liabilities  related to
future asset retirement obligations in the period  the obligation
is incurred. We expect to adopt SFAS  No. 143 on January 1, 2003.
Due to the  nature  of  our  assets, management believes that the
adoption of  this  statement  will  not  materially   impact  our
financial  position   or   results   of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment  or  Disposal of Long-Lived Assets," which  supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of."  The provisions  of
this  statement  revise current guidelines with  respect  to  the
process for measuring impairment of long-lived assets. We adopted
this  statement effective January 1, 2002 which did  not  have  a
material   impact  on  our  financial  position  or  results   of
operations.

In   June  2001,  the  American  Institute  of  Certified  Public
Accountants  ("AICPA") issued an exposure  draft  of  a  proposed
Statement of Position ("SOP"),  "Accounting for Certain Costs and
Activities  Related  to  Property, Plant,  and  Equipment."  This
proposed  SOP  would change, among other things,  the  method  by
which  companies would account for normal, recurring or  periodic
repairs  and  maintenance costs related  to  "in  service"  fixed
assets.  It  would  require  that  these  types  of  expenses  be
recognized  when  incurred rather than  recognizing  expense  for
these  costs while the asset is productive. We are assessing  the
impact  of the change should this SOP be adopted. If adopted,  we
would  be required to expense regulatory maintenance cost on  our
vessels as incurred.

Item 3.   Quantitative and Qualitative Disclosures About Market
Risk.

We  are exposed to certain market risks that are inherent in  the
financial  instruments arising from transactions  that  we  enter
into  in the normal course of our business.  In the past, it  has
not   been  our  practice  to  enter  into  derivative  financial
instrument transactions to manage or reduce market risks  or  for
speculative  purposes,  but  our business  has  been  subject  to
interest  rate risk on our debt obligations in periods when  such
debt  was  outstanding.  The fair value  of  debt  with  a  fixed
interest  rate  generally will increase as interest  rates  fall,
given  consistency  in all other factors.  Conversely,  the  fair
value  of  fixed  rate debt will generally decrease  as  interest
rates rise.


                   PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

We  are  involved  in legal proceedings arising in  the  ordinary
course  of  business.  Although we cannot give you any  assurance
with  respect to the ultimate outcome of such legal  actions,  in
our  opinion,  these  matters will not have  a  material  adverse
effect on our financial position or results of operations.

We  have been named as a defendant in a stockholder class  action
suit   filed  by  purported  stockholders  regarding  our  Public
Offering.  This  suit, which seeks unspecified monetary  damages,
was  filed  on  March 1, 2002 in federal district court  for  the
Eastern District of Louisiana. We believe the allegations in this
suit  are without merit, and we intend to vigorously defend  this
lawsuit.  Even  so,  an  adverse outcome  in  this  class  action
litigation  could  have  an  adverse  effect  on  our   financial
condition or results of operations.

Item 2.   Changes in Securities and Use of Proceeds.

None.

Item 6.   Exhibits and Reports on Form 8-K.

      (a)  Exhibits filed as part of this report are listed below.

           None.

      (b) Reports on Form 8-K.

           None.


                           SIGNATURES

      Pursuant  to  the  requirements of the Securities  Exchange
Act  of  1934, the Registrant has duly caused this report  to  be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.


                          TORCH OFFSHORE, INC.

Date May 13, 2002         By:  /s/ WILLIAM J. BLACKWELL
                               ------------------------
                               William J. Blackwell
                               Chief Financial Officer and Director
                               (Principal Accounting and Financial Officer)