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

                            FORM 10-Q
(Mark One)
     [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 2003

                               OR

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

          For the transition period from _______ to _______
                           ___________

                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 [ ]

Indicate  by  check mark whether the registrant is an accelerated
filer as defined in Rule 12b-2 of the Securities Exchange Act  of
1934. Yes [ ] No [x]

The number of shares of the registrant's common stock outstanding
as of May 9, 2003 was 12,635,030, par value $0.01 per share.


                      TORCH OFFSHORE, INC.

                        TABLE OF CONTENTS



                                                               Page
      Part I.  Financial Information

        Item 1. Financial Statements.

                Condensed Consolidated Balance Sheets as of
                  March 31, 2003 and December 31, 2002           3

                Condensed Consolidated Statements of
                  Operations for the Three Months Ended
                  March 31, 2003 and 2002                        4

                Condensed Consolidated Statements of Cash
                  Flows for the Three Months Ended
                  March 31, 2003 and 2002                        5

                Notes to Condensed Consolidated Financial
                  Statements                                     6

        Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations 11


        Item 3. Quantitative and Qualitative Disclosures About
                  Market Risk                                   17

        Item 4. Controls and Procedures                         17

      Part II.  Other Information

        Item 1. Legal Proceedings                               18

        Item 2. Changes in Securities and Use of Proceeds       18

        Item 6. Exhibits and Reports on Form 8-K                19

                Signature                                       19

                Certifications                                  19

                Exhibit Index                                   22




                 PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.

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

                                        March 31, December 31,
                                           2003       2002
                                        ---------  ---------
                                      (Unaudited) (see Note 1)
Assets
CURRENT ASSETS:
 Cash and cash equivalents              $     800  $     327
 Accounts receivable --
     Trade, less allowance for doubtful
       accounts                            17,443     25,226
     Other                                     40         37
 Costs and estimated earnings in excess
   of billings on uncompleted contracts     2,288      2,036
 Prepaid expenses and other                 3,461      3,747
                                        ---------  ---------
     Total current assets                  24,032     31,373
PROPERTY AND EQUIPMENT, at cost,
  less accumulated depreciation            85,430     67,561
DEFERRED DRYDOCKING CHARGES, at cost,
  less accumulated amortization             2,209      2,831
OTHER ASSETS                                1,390        139
                                        ---------  ---------
     Total assets                       $ 113,061  $ 101,904
                                        =========  =========

Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
 Accounts payable -- trade              $   4,803  $   7,677
 Accrued expenses                           3,108      3,696
 Accrued payroll and related taxes          1,306        857
 Financed insurance premiums                1,884      2,553
 Deferred income taxes                        287        287
 Current portion of long-term debt          2,721         14
 Receivable line of credit                     --      4,271
                                        ---------  ---------
     Total current liabilities             14,109     19,355

DEFERRED INCOME TAXES                       2,672      2,636

LONG-TERM DEBT, less current portion       16,318         46

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY                       79,962     79,867
                                        ---------  ---------
     Total liabilities and
       stockholders' equity             $ 113,061  $ 101,904
                                        =========  =========

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


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


                                     Three Months
                                    Ended March 31,
                                 --------------------
                                   2003        2002
                                   ----        ----
Revenues                         $ 17,029   $ 16,725
Cost of revenues:
 Cost of sales                     13,745     12,746
 Depreciation and amortization      1,827      1,930
 General and administrative
   expenses                         1,355      1,250
                                 --------   --------
        Total cost of revenues     16,927     15,926
                                 --------   --------
Operating income                      102        799
                                 --------   --------
Other income (expense):
    Interest expense                   --        (35)
    Interest income                     1        102
                                 --------   --------
        Total other income              1         67
                                 --------   --------
Income before income taxes            103        866
Income tax expense                    (36)      (303)
                                 --------   --------
Net income attributable to
  common stockholders            $    67    $    563
                                 ========   ========

Net income per common share:
    Basic                        $  0.01    $   0.04
                                 =======    ========
    Diluted                      $  0.01    $   0.04
                                 =======    ========

Weighted average common stock
  outstanding:
    Basic                         12,635      12,833
                                 =======    ========
    Diluted                       12,641      12,833
                                 =======    ========

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


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

                                             Three Months
                                            Ended March 31,
                                          -----------------
                                            2003     2002
                                            ----     ----
Cash flows provided by (used in)
  operating activities:
Net income                               $    67   $   563
  Depreciation and amortization            1,827     1,930
  Deferred income tax provision               36       303
  Deferred drydocking costs incurred          --    (1,359)
 (Increase) decrease in working capital:
  Accounts receivable                      7,780    (4,757)
  Costs and estimated earnings in
    excess of  billings on
    uncompleted contracts                   (252)    1,000
  Prepaid expenses, net of financed
    portion                                 (383)      (51)
  Accounts payable - trade                (2,874)    1,119
  Accrued payroll and related taxes          449       611
  Accrued expenses and other                (559)      416
                                         -------   -------
Net cash provided by (used in)
  operating activities                     6,091      (225)
                                         -------   -------

Cash flows used in investing activities:
  Purchases of property and equipment     (9,345)   (2,016)
                                         -------   -------
Net cash used in investing activities     (9,345)   (2,016)
                                         -------   -------

Cash flows provided by (used in)
  financing activities:
  Net payments on receivable line of
    credit                                (4,271)       --
  Net proceeds from long-term debt         7,998        --
  Treasury stock purchases                    --    (1,431)
                                         -------   -------
Net cash provided by (used in)
  financing activities                     3,727    (1,431)
                                         -------   -------

Net increase (decrease) in cash and
  cash equivalents                           473    (3,672)
Cash and cash equivalents at beginning
  of period                                  327    24,493
                                         -------   -------
Cash and cash equivalents at end of
  period                                 $   800   $20,821
                                         =======   =======

Interest paid (net of amounts
  capitalized)                           $    --   $    35
                                         =======   =======

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

Supplementary non-cash investing
  activities:
  Purchase of Midnight Wrangler          $(9,731)  $    --
                                         =======   =======

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


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

1.   Organization and Basis of Presentation:
The  interim condensed 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,  2002, which has been prepared from  the  Company's
previously  audited financial statements. The  balance  sheet  at
December  31,  2002  has been derived from the audited  financial
statements  at  that  date  but  does  not  include  all  of  the
information  and  footnotes  required  by  accounting  principles
generally  accepted  in the United States for complete  financial
statements.  The condensed consolidated financial  statements  of
Torch  Offshore, Inc. include its wholly-owned subsidiaries Torch
Offshore,  L.L.C.  and Torch Express 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,
2003 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, 2002. Certain prior period
amounts  have  been  reclassified to conform  to  current  period
presentation.

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 in order 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
(the "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.

2.   Stockholders' Equity:
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 are 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,
2003, 709,868 shares had been repurchased at a total cost of $4.2
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, 2003,
stock  options  covering 360,161 shares of common  stock  with  a
weighted average price of  $11.87 per share, and 62,815 shares of
restricted  stock, both vesting generally over five  years,  were
outstanding.

3.   Earnings Per Share:
The  Company follows Statement of Financial Accounting  Standards
(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  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, because they were
anti-dilutive,  were  approximately 350,000  shares  and  229,000
shares for the first quarters of 2003 and 2002, respectively.

4.   Stock-Based Compensation:
The Company accounts for its stock-based compensation in relation
to   the  2001  Long-Term  Incentive  Plan  in  accordance   with
Accounting Principles Board Opinion (APB) No. 25, "Accounting for
Stock  Issued  to Employees." However, SFAS No. 123,  "Accounting
for  Stock-Based Compensation," and SFAS No. 148, "Accounting for
Stock-Based  Compensation  -  Transition  and  Disclosure  -   An
Amendment  of  SFAS  No.  123", permit the intrinsic  value-based
method   prescribed  by  APB  No.  25,  but  require   additional
disclosures, including pro forma calculations of earnings and net
earnings  per  share  as if the fair-value method  of  accounting
prescribed  by  SFAS  No. 123 had been applied.  If  compensation
expense  had been determined using the fair-value method in  SFAS
No.  123,  the Company's net income and earnings per share  would
have been as shown in the pro forma amounts below:

                                                 Three Months
                                                    Ended
(in thousands, except per share data)             March 31,
-------------------------------------------------------------
                                                 2003    2002
                                                 ----    ----
Net income (loss) attributable to common
  stockholders:
  As reported                                  $   67  $  563
  Pro forma                                    $  (21) $  494

Basic earnings (loss) per share:
  As reported                                  $ 0.01  $ 0.04
  Pro forma                                    $(0.00) $ 0.04

Diluted earnings (loss) per share:
  As reported                                  $ 0.01  $ 0.04
  Pro forma                                    $(0.00) $ 0.04

Stock-based employee compensation cost, net of
  tax, included in net income as reported      $   47  $   26

Stock-based employee compensation cost, net of
  tax, that would have been included in net
  income if the fair value-based method had
  been applied                                 $  135  $   95

5.   Debt:
In  July  2002,  the  Company entered into a $35.0  million  bank
facility  (the  "Bank Facility") consisting of  a  $25.0  million
asset-based  five-year  revolving credit  facility  and  a  $10.0
million  accounts receivable-based working capital facility  with
Regions  Bank.  The interest on the Bank Facility is  the  London
Interbank  Offered Rate (LIBOR) plus a range of 1.75%  to  2.25%,
depending  on  the level of the consolidated leverage  ratio  (as
defined) measured on a quarterly basis. Borrowings under the Bank
Facility are secured by first preferred ship mortgage liens on  a
portion  of  the  Company's fleet and a pledge of  the  Company's
accounts  receivable.  Amounts  outstanding  under  the  accounts
receivable-based working capital facility may not exceed  85%  of
eligible  trade accounts receivable. Under the terms of the  Bank
Facility,  the  Company must maintain tangible net  worth  of  at
least $60.0 million, a minimum debt service coverage ratio of  at
least  1.20 to 1, a consolidated leverage ratio of no  more  than
2.00 to 1 and a consolidated current ratio of at least 1.30 to 1.
The  Company  had no borrowings under the $10.0 million  accounts
receivable-based working capital facility as of March  31,  2003.
In  addition, the Company issued a $1.5 million standby letter of
credit as security for the charter payments due under the charter
agreement  for  the  Midnight Hunter against  the  $10.0  million
accounts  receivable-based working capital facility  and  a  $2.7
million standby letter of credit as security for payments related
to  a  crane  to  be constructed as part of the Midnight  Express
conversion  against  the  $25.0  million  asset-based   five-year
revolving credit facility.

In  April 2003, the Company finalized a 15-month credit  line  to
finance  the  conversion of the Midnight  Express  (the  "Finance
Facility").  The credit line will convert into a three-year  term
loan  facility upon completion of the conversion of the  Midnight
Express.  The Finance Facility commitment is equally provided  by
Regions  Bank and Export Development Canada (EDC) ($30.0  million
participation  by each). As part of the terms and  conditions  of
the Finance Facility, Regions Bank restructured the $25.0 million
asset-based  five-year revolving credit facility discussed  above
and made this part of the Finance Facility. The Company continues
to  have  available  the $10.0 million accounts  receivable-based
working  capital facility discussed above from Regions  Bank.  In
addition,  the $2.7 million standby letter of credit as  security
for  payments related to a crane to be constructed as part of the
Midnight  Express  conversion  was  transferred  to  the  Finance
Facility.

The  interest rate for the construction financing is  based  upon
the  consolidated leverage ratio of the Company and  ranges  from
LIBOR  plus  a spread of 3.00% to 3.50% based upon these  levels.
The  Company is providing collateral in the form of the  Midnight
Express  as  well  as  a  first preferred ship  mortgage  on  the
Midnight  Fox, Midnight Star, Midnight Dancer, Midnight  Carrier,
Midnight  Brave and Midnight Rider. The Company has to adhere  to
various conditions including maintaining a tangible net worth  of
at  least $60.0 million, a minimum debt service coverage ratio of
at least 1.20 to 1, a consolidated leverage ratio of no more than
2.00  to  1  and a consolidated current ratio of 1.30 to  1.  The
Company is not allowed to incur additional debt over $8.0 million
without consent from Regions Bank.

The  term  loan facility of the Finance Facility is a  three-year
debt  structure with a 10-year amortization payment schedule with
semi-annual payments. The pricing for this facility is 3.25% over
LIBOR.  Regions Bank and EDC will require the Company to maintain
the same collateral and covenants as included in the construction
financing depicted above.

In  December 2002, the Company entered into a purchase  agreement
with  Global  Marine  for the Midnight  Wrangler  at  a  cost  of
approximately  $10.8 million. The Company took  delivery  of  the
vessel in March 2003. The purchase of the vessel was financed  by
Global  Marine  over  a five-year period with  monthly  payments,
including  7%  per annum interest, of approximately $0.2  million
plus  a  $1.0 million payment at the purchase date in March  2003
and  another  $1.0  million payment at the end of  the  five-year
period.

In  March 2003, the Company finalized a $9.25 million, seven-year
term  loan with GE Commercial Equipment Financing (GE). The  loan
is   structured  so  that  the  Company  received  $8.0   million
immediately and GE retained $1.25 million as a security  deposit.
The interest rate on the term loan is the 30-day commercial paper
rate  plus 2.03% and includes prepayment penalties of 2% for  the
first  twelve  months,  1% for the second twelve  months  and  0%
thereafter. The term loan is structured to have monthly  payments
over  seven  years. The collateral for the loan is  the  Midnight
Eagle. The Company intends to utilize the proceeds from the  loan
to  fund  the improvements to the Midnight Wrangler and a portion
of the Midnight Express conversion costs.

6.   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 lawsuit, Karl L. Kapps, et. al. v. Torch Offshore,
Inc.  et.  al.,  No.  02-00582, which seeks unspecified  monetary
damages,  was filed on March 1, 2002 in U.S. District  Court  for
the  Eastern District of Louisiana. The lawsuit was dismissed  on
December 19, 2002 for failure to state a claim upon which  relief
could be granted. The plaintiff has appealed to the U.S. Court of
Appeals   for  the  Fifth  Circuit.  The  Company  believes   the
allegations  in  this lawsuit are without merit  and  intends  to
continue  to vigorously defend this lawsuit. Even so, an  adverse
outcome  in  this class action litigation could have  a  material
adverse effect on the Company's financial condition or results of
operations.

The Company has been named as a defendant in a lawsuit (Bluffview
Capital, LP v. Torch Offshore, Inc., No. 2002-7662, filed in  the
134th Judicial District Court, Dallas County, Texas on August 26,
2002)  brought  by a former service provider. The  plaintiff  was
originally  hired  to assist the Company in obtaining  financing,
among other services. The Company terminated the relationship and
is disputing the plaintiff's interpretation of certain provisions
regarding the services to be provided and the calculation of fees
allegedly earned. The Company's management believes that  it  has
complied  with all of the provisions of the contract and  intends
to  continue  to vigorously defend its position in  this  matter.
Nevertheless, an adverse outcome in the litigation could have  an
adverse effect on the Company's financial condition or results of
operations.

The  Company  terminated the charter of the  Midnight  Hunter  on
January 24, 2003, as discussed below. The Company filed a lawsuit
(Torch  Offshore,  L.L.C. v. The M/V Midnight  Hunter  and  Cable
Shipping,  Inc., et al., No. 03-0343, filed in the United  States
District  Court,  Eastern District of Louisiana  on  February  4,
2003) seeking an order, which was granted by the court, attaching
and  arresting the Midnight Hunter as security for the  Company's
claims related to such termination. A $1.5 million standby letter
of  credit  issued  to secure the Company's  payments  under  the
charter  remains  outstanding. The  claims  will  be  settled  by
arbitration in London, England. The Company's management believes
the  amount of the claim is justified and we intend to vigorously
pursue  this  matter. Nevertheless, an adverse outcome  from  the
litigation/arbitration  could  have  an  adverse  effect  on  our
financial condition or results of operations.

In  March 2003, the Company filed a lawsuit (Torch Offshore, Inc.
v. Newfield Exploration Company, No. 03-0735, filed in the United
States District Court, Eastern District of Louisiana on March 13,
2003)  against  Newfield Exploration Company (Newfield)  claiming
damages  of approximately $2.1 million related to work  completed
for Newfield in the Gulf of Mexico at Grand Isle Block 103-A. The
lawsuit alleges that the Company did not receive all compensation
to  which  it was entitled pursuant to the contract. As of  March
31, 2003, the Company has recorded an amount attributable to this
claim  based  upon  the Company's contractual  rights  under  its
agreement with Newfield. The Company intends to vigorously pursue
this  matter,  the ultimate resolution of which could  materially
impact currently recorded amounts in the future.

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.

In  early  2000,  the  Company commenced  a  five-year  new-build
charter   for  the  Midnight  Arrow,  a  DP-2  deepwater   subsea
construction vessel. The long-term charter is with Adams Offshore
Ltd.  and expires in March 2005. The charter amount includes  the
marine  crew, maintenance and repairs, drydock costs and  certain
insurance coverages. Under the terms of the charter, the  Company
has the exclusive option to purchase the vessel for $8.25 million
or  the ability to extend the charter for an additional two years
at the end of the charter period. This charter is being accounted
for as an operating lease.

In  May  2002, the Company entered into an agreement  with  Cable
Shipping, Inc. to time charter a vessel, the G. Murray,  under  a
three-year  contract  at  a rate of $18,500  per  day.  The  time
charter commenced in the third quarter of 2002 and the vessel was
renamed  the  Midnight  Hunter. However,  in  January  2003,  the
Company  terminated  the  time charter because  of  the  vessel's
failure  to  meet certain specifications outlined in the  charter
agreement. The Company filed a lawsuit as discussed above.

The   Company  has  executed  contracts  with  several   critical
equipment  suppliers related to the conversion  of  the  Midnight
Express.  The  remaining  outstanding contracts  aggregate  $37.2
million,  of  which $8.4 million had been paid as  of  March  31,
2003.  In  the event the Company terminates these contracts,  the
Company  is  required  to pay certain of these  suppliers'  costs
incurred  to date plus 10% while other suppliers are entitled  to
the  full value of the contract, depending upon the terms of  the
relevant  agreement. The Company believes its present termination
cost  exposure  on  these  contracts totals  approximately  $18.1
million.  During April 2003, the Company entered into a  contract
with  Davie  Maritime  Inc. of Quebec,  Canada  to  complete  the
conversion of the Midnight Express at a contract value  of  $25.6
million  ($37.0 million inclusive of assigned critical  equipment
supplier  contracts discussed earlier). In addition, the  Company
has   executed  contracts  with  several  suppliers  for  various
equipment  to  be used in connection with the installation  of  a
modular  lay  system on the Midnight Wrangler,  as  well  as  the
addition  thereon  of  accommodations and  other  equipment.  The
remaining outstanding contracts aggregate $1.7 million, of  which
$0.9  million had been paid as of March 31, 2003, and the present
termination cost exposure on these contracts totals approximately
$0.8 million.

7.   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 requires the Company to  record  the  fair
value   of   liabilities  related  to  future  asset   retirement
obligations in the period the obligation is incurred. The Company
adopted SFAS No. 143 on January 1, 2003, which did not impact its
financial position or results of operations.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and  Technical Corrections," which revises current guidance  with
respect  to  gains  and losses on early extinguishment  of  debt.
Under  SFAS No. 145, gains and losses on early extinguishment  of
debt are not treated as extraordinary items unless they meet  the
criteria  for extraordinary treatment in APB No. 30. The  Company
adopted  SFAS No. 145 effective January 1, 2003, and as a result,
will  be required to reclassify the extraordinary losses on early
extinguishment  of debt from prior periods in future  filings  as
these  amounts will no longer qualify for extraordinary treatment
under SFAS No. 145.

In  December  2002, the FASB issued SFAS No. 148, which  provides
alternative methods of transition for a voluntary change  to  the
fair-value  based  method of accounting for stock-based  employee
compensation,  and  the  new standard, which  is  now  effective,
amends certain disclosure requirements. The Company continues  to
apply APB No. 25, "Accounting for Stock Issued to Employees," and
related   interpretations  in  accounting  for  its   stock-based
compensation; therefore, the alternative methods of transition do
not apply. The Company has adopted the disclosure requirements of
SFAS No. 148 (see "Stock-Based Compensation" above).

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 proposed  SOP  is
still under consideration, and uncertainties currently exist with
respect  to  the  ultimate timing of its release  and  its  final
scope.  The Company is assessing the impact of the change  should
this SOP, or any portion of this SOP, be adopted and continues to
monitor the progress of this proposed standard. If the portion of
this  SOP  relating  to planned major maintenance  activities  is
adopted,  the  Company  would be required to  expense  regulatory
maintenance   cost   on   its  vessels  as  incurred   (currently
capitalized  and  recognized as "drydocking cost  amortization"),
and capitalized costs at the date of adoption would be charged to
operations  as  a  cumulative  effect  of  change  in  accounting
principle.


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, 2002, and the  unaudited
interim  condensed 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. Accordingly, we caution
investors   not   to  place  undue  reliance  on  forward-looking
statements. 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,  2002  under  the captions "Forward-Looking  Statements"  and
"Item 1. Business - Risk Factors."

GENERAL

Torch  Offshore,  Inc. provides subsea construction  services  in
connection  with  the in-field 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 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.

Since  1997, we have increased the size of our total  fleet  from
three  to  eleven construction and service vessels. In  2002,  we
completed  the  acquisition  of  a  520-foot  vessel  from   Smit
International.  This vessel will be converted  to  a  dynamically
positioned (DP-2) offshore construction vessel with our  patented
pipelay  system  and  renamed the Midnight Express.  In  December
2002,  we  committed to purchase a cable-lay vessel, renamed  the
Midnight  Wrangler,  for  the purpose of  deepwater  pipelay  and
subsea  construction. We took possession of this vessel in  March
2003.  This vessel will enter our active fleet during the  second
quarter  of  2003 after various modifications to the  vessel  are
made.

In  addition, we purchased the Midnight Gator, a supply barge, in
September  2002.  We  are  currently  converting  this  piece  of
equipment into a sand dredge and it will become available for use
in the second quarter of 2003 for the purpose of jetting trenches
for pipe burial in shallow waters.

In  November  2002,  we  signed a contract  to  provide  pipeline
installation  support  in the Boston, Massachusetts  Harbor.  The
contract commenced in the fourth quarter of 2002 and should  last
for a period of five to six months from the date of commencement.
The contract calls for the Midnight Rider to work outside of Gulf
of  Mexico waters for the duration of the contract. The  contract
provides for the mobilization and demobilization of the vessel in
addition  to the pipelay and burial work to be completed  by  the
Midnight Rider.

Factors Affecting Results of Operations
The  demand  for  subsea construction services primarily  depends
upon the prices of oil and natural gas.  These prices reflect the
general  condition of the industry and influence the  willingness
of  our customers 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:

-    the offshore mobile and jack-up rig counts;

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

-    recent lease sale activity levels.

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

-    competition;

-    equipment and labor productivity;

-    weather conditions;

-    contract estimating uncertainties;

-    global economic and political circumstances; and

-    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  to  the
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 drilling activities by three to twelve
months. We have noticed that demand for pipeline installation for
deepwater  projects exceeding 1,000 feet of water depth generally
follows drilling activities by at least eighteen months to  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, 2003 to the Quarter
  Ended March 31, 2002
Revenues.  Revenues were $17.0 million for the three months ended
March  31,  2003 compared to $16.7 million for the  three  months
ended  March 31, 2002, an increase of 1.8%. The increase in first
quarter  2003  revenues  was caused by the  increase  in  average
pricing realizations (revenues divided by revenue days) offset by
the  overall decline in the utilization of our fleet  during  the
period. Average pricing realizations in the first quarter of 2003
were  12.6% higher than the average pricing realizations  in  the
first quarter of 2002. However, the number of revenue days worked
declined 9.6% between periods. Our fleet worked 490 revenue  days
in  the first quarter of 2003 resulting in a utilization rate  of
61%,  compared  to  542 revenue days worked in the  three  months
ended  March  31, 2002, or a 75% utilization rate.  The  Midnight
Runner,  which is now commissioned to work only in State  waters,
had no utilization in the first quarter of 2003 versus 76 revenue
days  in  the year ago quarter. Also contributing to the decrease
in  utilization  was  the Midnight Star,  which  worked  only  45
revenue  days  in  the first quarter of 2003  as  opposed  to  82
revenue days in the year ago quarter. However, utilization of the
Midnight Eagle increased to 79 revenue days in the first  quarter
of  2003 versus only 20 revenue days of utilization in the  first
quarter of 2002.

Gross  Profit.  Gross profit (defined as revenues  less  cost  of
sales)  was $3.3 million (19.3% of revenues) for the three months
ended  March  31,  2003,  compared  to  $4.0  million  (23.8%  of
revenues)  for  the three months ended March 31,  2002.  Cost  of
sales  consists  of  job  related costs  such  as  vessel  wages,
insurance and repairs and maintenance. The decrease in the  gross
profit  margin was primarily caused by the decline in utilization
of  our  fleet as discussed above, higher wages, an  increase  in
insurance costs and higher repair and maintenance costs  than  in
the year-ago quarter. In addition, included in cost of sales were
$0.7  million  of additional costs related to the termination  of
the Midnight Hunter charter.

Depreciation  and  Amortization.  Depreciation  and  amortization
expense  was  $1.8 million for the three months ended  March  31,
2003  compared to $1.9 million for the three months  ended  March
31, 2002, a decrease of 5.3%.  This minimal decrease was a result
of  less  amortization of drydock costs in the first  quarter  of
2003 as compared to the first quarter of 2002.

General  and Administrative Expenses.  General and administrative
expenses  totaled $1.4 million (8.0% of revenues) for  the  three
months  ended  March 31, 2003 compared to $1.3 million  (7.5%  of
revenues)  for the three months ended March 31, 2002.  The  first
quarter 2003 general and administrative expenses were higher  due
to  increases  in  legal  expenses  and  franchise  taxes  offset
slightly by a decline in consulting fees.

Interest  Income, Net.  Net interest income was  $1,000  for  the
three months ended March 31, 2003 compared to net interest income
of  $0.1  million for the three months ended March 31, 2002.  The
decline  in net interest income reflects the lower cash  balances
in  the  first quarter of 2003 versus the year-ago period because
of  the  usage of cash related to the expansion of our fleet  and
the   purchase  and  conversion  of  the  Midnight  Express.   We
capitalized  all  of  our  first  quarter  2003  interest  costs,
totaling  $0.1  million, in relation to  the  conversion  of  the
Midnight Express.

Income Taxes. We recorded a $36,000 expense (a 35% effective  tax
rate) during the three months ended March 31, 2003. We recorded a
$0.3  million expense (a 35% effective tax rate) during the three
months ended March 31, 2002.

Net  Income Attributable to Common Stockholders.  Net  income  to
common stockholders for the three months ended March 31, 2003 was
$0.1  million, compared with a net income to common  stockholders
of $0.6 million for the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

In  June  2001,  we  completed an initial  public  offering  (the
"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.  We
subsequently  retired  all  debt,  purchased  and  drydocked  the
Midnight  Rider, and initiated the detailed engineering  for  the
construction of the Midnight Warrior (discussed below).  We  also
used  the  proceeds  from  the Public Offering  to  purchase  the
Midnight Express and commence the conversion of the vessel during
2002.

In the three months ended March 31, 2003, our operations provided
net  cash of $6.1 million as compared to $0.2 million used in the
three  months ended March 31, 2002. Investing activities resulted
in  cash  used for the purchase of equipment as discussed  below.
Cash  flow  provided by financing activities was $3.7 million  in
the  first three months of 2003 and related to the proceeds  from
long-term  debt  offset  by payments on the  receivable  line  of
credit.  The first three months of 2002 resulted in cash used  in
financing  activities of $1.4 million related entirely  to  stock
repurchases. Working capital decreased from $12.0 million  as  of
December  31, 2002 to $9.9 million as of March 31, 2003 primarily
due  to  a  decrease  in accounts receivable-trade  offset  by  a
decrease in current debt and accounts payable-trade.

Historically,  our capital requirements have been  primarily  for
the  acquisition and improvement of our vessels and other related
equipment.  We expect that as we enter into the deepwater  market
our  capital requirements will continue to be primarily  for  the
conversion  and improvement of our vessels. Capital  expenditures
totaled $19.1 million for the three months ended March 31,  2003,
compared  to  $2.0 million for the three months ended  March  31,
2002.  Capital  expenditures in the first three  months  of  2003
primarily  relate  to the deepwater expansion of  our  fleet.  We
expect  to  fund  our  cash requirements for any  future  capital
investments from cash on hand, cash flow from operations  and  by
utilizing  our  bank  and debt facilities. We currently  estimate
capital   expenditures  for  the  remainder   of   2003   to   be
approximately   $57.5   million,   primarily   representing   the
construction  of,  and  the  equipment  and  support   facilities
associated with, the Midnight Express. Included in this  estimate
are  approximately $3.1 million of improvements on  the  Midnight
Wrangler  and approximately $0.3 million for routine capital  and
drydock  inspections  of our vessels to  be  incurred  over  this
period.

In  July 2002, we entered into a $35.0 million bank facility (the
"Bank  Facility") with Regions Bank consisting of a $25.0 million
asset-based  five-year  revolving credit  facility  and  a  $10.0
million  accounts receivable-based working capital facility.  The
interest  on  the  Bank Facility is the London Interbank  Offered
Rate  (LIBOR) plus a range of 1.75% to 2.25%, depending upon  the
level of the consolidated leverage ratio (as defined) measured on
a quarterly basis. Borrowings under the Bank Facility are secured
by  first preferred ship mortgage liens on a portion of our fleet
and  a  pledge  of  our accounts receivable. Amounts  outstanding
under the accounts receivable-based working capital facility  may
not  exceed 85% of eligible trade accounts receivable. Under  the
terms  of the Bank Facility, we must maintain tangible net  worth
of  at least $60.0 million, a minimum debt service coverage ratio
of  at least 1.20 to 1, a consolidated leverage ratio of no  more
than  2.00 to 1 and a consolidated current ratio of at least 1.30
to  1.  We  had  no  borrowings under the $10.0 million  accounts
receivable-based working capital facility as of March  31,  2003.
In addition, we issued a $1.5 million standby letter of credit as
security for the charter payments due under the charter agreement
for  the  Midnight  Hunter  against the  $10.0  million  accounts
receivable-based  working capital facility  and  a  $2.7  million
standby  letter of credit as security for payments related  to  a
crane   to  be  constructed  as  part  of  the  Midnight  Express
conversion  against  the  $25.0  million  asset-based   five-year
revolving credit facility.

In April 2003, we finalized a 15-month credit line to finance the
conversion of the Midnight Express (the "Finance Facility").  The
credit  line  will convert into a three-year term  loan  facility
upon  completion of the conversion of the Midnight  Express.  The
Finance  Facility commitment is equally provided by Regions  Bank
and  Export Development Canada (EDC) ($30.0 million participation
by  each).  As  part of the terms and conditions of  the  Finance
Facility, Regions Bank restructured the $25.0 million asset-based
five-year revolving credit facility discussed above and made this
part of the Finance Facility. We continue to have available to us
the  $10.0  million  accounts  receivable-based  working  capital
facility discussed above from Regions Bank. In addition, the $2.7
million standby letter of credit as security for payments related
to  a  crane  to  be constructed as part of the Midnight  Express
conversion was transferred to the Finance Facility.

The  interest rate for the construction financing is  based  upon
our  consolidated  leverage ratio and ranges from  LIBOR  plus  a
spread  of  3.00%  to  3.50%  based upon  these  levels.  We  are
providing collateral in the form of the Midnight Express as  well
as  a first preferred ship mortgage on the Midnight Fox, Midnight
Star,  Midnight  Dancer,  Midnight Carrier,  Midnight  Brave  and
Midnight Rider. We have to adhere to various conditions including
maintaining  tangible  net worth of at  least  $60.0  million,  a
minimum  debt  service coverage ratio of at least 1.20  to  1,  a
consolidated  leverage ratio of no more than  2.00  to  1  and  a
consolidated  current ratio of 1.30 to 1. We are not  allowed  to
incur  additional  debt over $8.0 million  without  consent  from
Regions Bank.

The  term  loan facility of the Finance Facility is a  three-year
debt  structure with a 10-year amortization payment schedule with
semi-annual payments. The pricing for this facility is 3.25% over
LIBOR. Regions Bank and EDC will require us to maintain the  same
collateral   and  covenants  as  included  in  the   construction
financing depicted above.

In  December  2002,  we  entered into a purchase  agreement  with
Global  Marine Shipping Limited (Global Marine) for the  purchase
of the Wave Alert, to be renamed the Midnight Wrangler, at a cost
of  approximately $10.8 million. We took possession of the vessel
in  March 2003. The purchase of the vessel was financed by Global
Marine  over a five-year period with monthly payments,  including
7%  per annum interest, of approximately $0.2 million plus a $1.0
million  payment at the purchase in March 2003 and  another  $1.0
million payment at the end of the five-year period.

In March 2003, we finalized a $9.25 million, seven-year term loan
with  GE  Commercial  Equipment  Financing  (GE).  The  loan   is
structured  so that we received $8.0 million immediately  and  GE
retained  $1.25 million as a security deposit. The interest  rate
on  the term loan is the 30-day commercial paper rate plus  2.03%
and  includes  prepayment penalties of 2% for  the  first  twelve
months,  1%  for the second twelve months and 0% thereafter.  The
term  loan  is  structured to have monthly  payments  over  seven
years.  The  collateral for the loan is the  Midnight  Eagle.  We
intend  to  utilize  the  proceeds from  the  loan  to  fund  the
improvements  to  the  Midnight Wrangler and  a  portion  of  the
Midnight Express conversion costs.

The   following   table   presents  our   long-term   contractual
obligations and the related amounts due, in total and by  period,
as of March 31, 2003 (in thousands):

                                Payments Due by Period
                       ------------------------------------------
                                Less Than   1-3     4-5   After 5
                        Total    1 Year    Years   Years   Years
                       -------  --------  -------  -----  -------
Long-Term Debt         $19,039  $ 2,721   $ 9,140  $5,618  $1,560
Operating Leases         8,055    3,862     4,102      91      --
Unconditional Purchase
  Obligations            5,126    5,126        --      --      --
Other Long-Term
  Obligations           24,491   24,491        --      --      --
                       -------  -------    ------  ------   -----
Total Contractual Cash
  Obligations          $56,711  $36,200   $13,242  $5,709  $1,560
                       =======  =======   =======  ======  ======

The  majority  of the long-term debt obligation consists  of  the
term  loan  with  GE  and the financing of the  purchase  of  the
Midnight Wrangler from Global Marine, both of which are discussed
above.

During  the  first  three months of 2003,  we  made  payments  of
approximately  $0.7  million for the operating  lease  obligation
relating to our deepwater technology vessel, the Midnight  Arrow,
under a five-year charter agreement.  We paid approximately  $7.3
million during the first three months of 2003 in relation to  the
purchase  price  and conversion of the Midnight Express  bringing
our total as of March 31, 2003 to $26.8 million.

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 leases obligation  relates
to  our  five-year  charter  agreement  of  the  Midnight  Arrow.
Included  in  unconditional purchase obligations and other  long-
term  obligations  are  the  contracts with  equipment  suppliers
related to the conversion of the Midnight Express ($28.8 million)
as  well  as equipment purchases for the Midnight Wrangler  ($0.8
million). Not included in these commitments is the $25.6  million
($37.0  million inclusive of assigned critical equipment supplier
contracts discussed earlier) shipyard conversion contract  signed
with Davie Maritime Inc. of Quebec, Canada as it was finalized in
April 2003.

In  August  2001, the Company's Board of Directors  approved  the
repurchase of up to $5.0 million of our outstanding common stock.
Purchases are 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. During 2003, no shares were repurchased. There has
been  no  repurchase of our common stock since  August  2002  and
under  current  conditions and to support  our  vessel  expansion
strategy  we  do  not  expect to repurchase shares  in  the  near
future. As of May 9, 2003, 709,868 shares had been repurchased at
a total cost of $4.2 million.

Consistent  with  the focus toward investing in  new  technology,
including  deepwater capable assets such as the Midnight  Express
and the Midnight Wrangler, four of the last five vessels added to
our  operations have been DP-2 deepwater capable (Midnight Eagle,
Midnight Arrow, Midnight Express and Midnight Wrangler).  Through
March 31, 2003, we have expended approximately $71.8 million  (in
combined  capital  expenditures,  operating  lease  payments  and
purchase   payments)  for  these  vessels,  with  an   additional
estimated $69.8 million to be incurred in associated construction
costs,  operating  lease  payments and drydock  expenses  through
early 2005 (see Note 6 to the financial statements).

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 operations of the  business.   We  also
believe that our existing cash and short-term investments and the
options  offered  by the Bank Facility, Finance Facility  and  GE
term loan, 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 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 these 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
requires  us to record the fair value of liabilities  related  to
future  asset retirement obligations in the period the obligation
is  incurred. We adopted SFAS No. 143 on January 1,  2003,  which
did not impact our financial position or results of operations.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and  Technical Corrections," which revises current guidance  with
respect  to  gains  and losses on early extinguishment  of  debt.
Under  SFAS No. 145, gains and losses on early extinguishment  of
debt are not treated as extraordinary items unless they meet  the
criteria  for  extraordinary treatment in  Accounting  Principles
Board  (APB)  Opinion No. 30. We adopted SFAS No.  145  effective
January  1, 2003, and as a result, will be required to reclassify
the  extraordinary losses on early extinguishment  of  debt  from
prior  periods in future filings as these amounts will no  longer
qualify for extraordinary treatment under SFAS No. 145.

In  December 2002, the FASB issued SFAS No. 148, "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure  -   an
Amendment of SFAS No. 123," which provides alternative methods of
transition for a voluntary change to the fair-value based  method
of  accounting for stock-based employee compensation, and the new
standard,  which  is  now  effective, amends  certain  disclosure
requirements.  We continue to apply APB No. 25,  "Accounting  for
Stock  Issued  to  Employees,"  and  related  interpretations  in
accounting  for  our  stock-based  compensation;  therefore,  the
alternative  methods of transition do not apply. We have  adopted
the  disclosure requirements of SFAS No. 148 (see Note 4  to  the
financial statements.)

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 proposed  SOP  is
still under consideration, and uncertainties currently exist with
respect  to  the  ultimate timing of its release  and  its  final
scope. We are assessing the impact of the change should this SOP,
or  any  portion  of this SOP, be adopted and  will  continue  to
monitor the progress of this proposed standard. If the portion of
this  SOP  relating  to planned major maintenance  activities  is
adopted,  we  would be required to expense regulatory maintenance
cost  on  our  vessels  as  incurred (currently  capitalized  and
recognized  as  "drydocking cost amortization"), and  capitalized
costs at the date of adoption would be charged to operations as a
cumulative effect of change in accounting principle.

Significant Accounting Policies and Estimates.

For   a   discussion  of  significant  accounting  policies   and
estimates, see our Annual Report on Form 10-K for the fiscal year
ended December 31, 2002.

Item 3.   Quantitative and Qualitative Disclosures About Market
            Risk.

Interest  Rate  Risk.  We  are subject to  market  risk  exposure
related  to changes in interest rates on our Bank Facility  (when
drawn  upon),  our Finance Facility and our term  loan  with  GE.
Interest  on  borrowings  under the Bank  Facility  accrue  at  a
variable  rate,  using  LIBOR plus a range  of  1.75%  to  2.25%,
depending  upon the level of our consolidated leverage ratio  (as
defined)  measured  on  a quarterly basis.  Under  the  Financing
Facility,  the  interest  rate during the construction  financing
phase  will  be  based upon our consolidated leverage  ratio  and
ranges from LIBOR plus a range of 3.00% to 3.50% based upon these
levels. The term facility of the Financing Facility is priced  at
3.25% over LIBOR. Our term loan with GE includes an interest rate
consisting of the 30-day commercial paper rate plus 2.03%. We  do
not have any interest rate swap agreements in place to manage our
interest rate risk.

Item 4.  Controls and Procedures.

Evaluation  of  Disclosure  Controls and  Procedures.  Our  chief
executive   officer  and  chief  financial  officer,   with   the
participation of management, have evaluated the effectiveness  of
our "disclosure controls and procedures" (as defined in Rules 13a-
14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as
of  a  date  within 90 days prior to the filing of this quarterly
report  on  Form  10-Q.  Based  on their  evaluation,  they  have
concluded  that  our  disclosure  controls  and  procedures   are
effective  in  alerting  them  in a  timely  manner  to  material
information  relating  to Torch Offshore,  Inc.  required  to  be
disclosed  in  our  periodic Securities and  Exchange  Commission
filings under the Securities Exchange Act of 1934.

Changes  in Internal Controls. There were no significant  changes
in   our  internal  controls  or  in  other  factors  that  could
significantly  affect these internal controls subsequent  to  the
date  of their evaluation, including any corrective actions taken
with regard to significant deficiencies and material weaknesses.


                   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 initial public
offering. This lawsuit, Karl L. Kapps, et. al. v. Torch Offshore,
Inc.  et.  al.,  No.  02-00582, which seeks unspecified  monetary
damages,  was filed on March 1, 2002 in U.S. District  Court  for
the  Eastern District of Louisiana. The lawsuit was dismissed  on
December 19, 2002 for failure to state a claim upon which  relief
could be granted. The plaintiff has appealed to the U.S. Court of
Appeals for the Fifth Circuit. We believe the allegations in this
lawsuit are without merit and we intend to continue to vigorously
defend  this lawsuit. Even so, an adverse outcome in  this  class
action  litigation could have a material adverse  effect  on  our
financial condition or results of operations.

We  have  been  named  as  a defendant in  a  lawsuit  (Bluffview
Capital, LP v. Torch Offshore, Inc., No. 2002-7662, filed in  the
134th Judicial District Court, Dallas County, Texas on August 26,
2002)  brought  by a former service provider. The  plaintiff  was
originally hired to assist us in obtaining financing, among other
services.  We  terminated the relationship and are disputing  the
plaintiff's  interpretation of certain provisions  regarding  the
services  to  be  provided and the calculation of fees  allegedly
earned. It is our position that we have complied with all of  the
provisions  of  the  contract  and  we  intend  to  continue   to
vigorously  defend our position in this matter. Nevertheless,  an
adverse outcome in the litigation could have an adverse effect on
our results of operations.

We  terminated our charter of the Midnight Hunter on January  24,
2003,  as,  among other things, the vessel did not  meet  certain
specifications  as  outlined in the charter  agreement  and  this
prevented  us  from performing some types of  work.  We  filed  a
lawsuit  (Torch Offshore, L.L.C. v. The M/V Midnight  Hunter  and
Cable  Shipping, Inc., et al., No. 03-0343, filed in  the  United
States  District Court, Eastern District of Louisiana on February
4,  2003)  seeking  an  order, which was granted  by  the  court,
attaching and arresting the Midnight Hunter as security  for  our
claims related to such termination. A $1.5 million standby letter
of credit issued to secure our payments under the charter remains
outstanding. The claims will be settled by arbitration in London,
England. Management believes the amount of the claim is justified
and we intend to vigorously pursue this matter. Nevertheless,  an
adverse  outcome from the litigation/arbitration  could  have  an
adverse effect on our results of operations.

We  filed a lawsuit (Torch Offshore, Inc. v. Newfield Exploration
Company, No. 03-0735, filed in the United States District  Court,
Eastern District of Louisiana on March 13, 2003) against Newfield
Exploration  Company (Newfield) claiming damages of approximately
$2.1  million related to work completed for Newfield in the  Gulf
of  Mexico at Grand Isle Block 103-A. Our lawsuit alleges that we
did  not  receive  all  compensation to which  we  were  entitled
pursuant  to the contract. As of March 31, 2003, we have recorded
an  amount  attributable to this claim based upon our contractual
rights under our agreement with Newfield. We intend to vigorously
pursue  this  matter,  the  ultimate resolution  of  which  could
materially impact currently recorded amounts in the future.

Item 2.   Changes in Securities and Use of Proceeds.

The  information on the use of proceeds from our Public  Offering
required  by  this item is set forth in "Management's  Discussion
and  Analysis of Financial Condition and Results of Operations  -
Liquidity and Capital Resources" in Part I of this report,  which
section is incorporated herein by reference.

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

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

           Exhibit 99.1  Certification by Lyle G. Stockstill
                         Pursuant  to  18  U.S.C.  Section  1350,
                         as Adopted  Pursuant  to  Section  906
                         of the Sarbanes-Oxley Act of 2002

           Exhibit 99.2  Certification  by  Robert   E.   Fulton
                         Pursuant  to  18  U.S.C.  Section  1350,
                         as Adopted  Pursuant  to  Section  906
                         of the Sarbanes-Oxley Act of 2002

      (b) Reports on Form 8-K.

          None.

                            SIGNATURE

      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 9, 2003                  By:  /s/ ROBERT E. FULTON
                                       -----------------------
                                      Robert E. Fulton
                                      Chief Financial Officer
                                      (Principal   Accounting and
                                       Financial Officer)

                         CERTIFICATIONS

I, Lyle G. Stockstill, certify that:

   1.  I have reviewed this quarterly report on Form 10-Q of Torch
       Offshore, Inc.;

   2.  Based on my knowledge, this quarterly report does  not
       contain any untrue statement of a material fact or omit to state
       a material fact necessary to make the statements made, in light
       of the circumstances under which such statements were made, not
       misleading with respect to the period covered by this quarterly
       report;

   3.  Based on my knowledge, the financial statements, and other
       financial information included in this quarterly report, fairly
       present in all material respects the financial condition, results
       of operations and cash flows of the registrant as of, and for,
       the periods presented in this quarterly report;

   4.  The  registrant's other certifying officers and I  are
       responsible for establishing and maintaining disclosure controls
       and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
       14) for the registrant and we have:

       (a)designed such disclosure controls and procedures to ensure
          that material information relating to the registrant,
          including its consolidated subsidiaries, is made known to us
          by others within those entities, particularly during the
          period in which this quarterly report is being prepared;

       (b)evaluated the effectiveness of the registrant's disclosure
          controls and procedures based on the evaluation as of a date
          within 90 days prior to the filing date of this quarterly
          report (the "Evaluation Date"); and

       (c)presented in this quarterly report their conclusions about
          the effectiveness of the disclosure controls and procedures
          based on our evaluation as of the Evaluation Date;

   5.  The  registrant's other certifying officers and I have
       disclosed,  based  on our most recent evaluation,  to  the
       registrant's auditors and the audit committee of registrant's
       board  of  directors (or persons performing the equivalent
       functions):

       (a)all significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in
          internal controls; and

       (b)any fraud, whether or not material, that involves management
          or  other employees who have a significant role in  the
          registrant's internal controls; and

   6.  The  registrant's other certifying officers and I have
       indicated in this quarterly report whether or not there were
       significant changes in internal controls or in other factors that
       could significantly affect internal controls subsequent to the
       date of our most recent evaluation, including any corrective
       actions with regard to significant deficiencies and material
       weaknesses.


Date:  May 9, 2003               /s/ LYLE G. STOCKSTILL
                                 ----------------------
                                 Lyle G. Stockstill
                                 Chairman of the Board and Chief
                                   Executive Officer


I, Robert E. Fulton, certify that:

   1.  I have reviewed this quarterly report on Form 10-Q of Torch
       Offshore, Inc.;

   2.  Based on my knowledge, this quarterly report does  not
       contain any untrue statement of a material fact or omit to state
       a material fact necessary to make the statements made, in light
       of the circumstances under which such statements were made, not
       misleading with respect to the period covered by this quarterly
       report;

   3.  Based on my knowledge, the financial statements, and other
       financial information included in this quarterly report, fairly
       present in all material respects the financial condition, results
       of operations and cash flows of the registrant as of, and for,
       the periods presented in this quarterly report;

   4.  The  registrant's other certifying officers and I  are
       responsible for establishing and maintaining disclosure controls
       and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
       14) for the registrant and we have:

       (a)designed such disclosure controls and procedures to ensure
          that material information relating to the registrant,
          including its consolidated subsidiaries, is made known to us
          by others within those entities, particularly during the
          period in which this quarterly report is being prepared;

       (b)evaluated the effectiveness of the registrant's disclosure
          controls and procedures based on the evaluation as of a date
          within 90 days prior to the filing date of this quarterly
          report(the "Evaluation Date"); and

       (c)presented in this quarterly report their conclusions about
          the effectiveness of the disclosure controls and procedures
          based on our evaluation as of the Evaluation Date;

   5.  The  registrant's other certifying officers and I have
       disclosed,  based  on our most recent evaluation,  to  the
       registrant's auditors and the audit committee of registrant's
       board  of  directors (or persons performing the equivalent
       functions):

       (a)all significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and
          report financial data and have identified for the
          registrant's auditors any material weaknesses in internal
          controls; and

       (b)any fraud, whether or not material, that involves management
          or  other employees who have a significant role in  the
          registrant's internal controls; and

   6.  The  registrant's other certifying officers and I have
       indicated in this quarterly report whether or not there were
       significant changes in internal controls or in other factors that
       could significantly affect internal controls subsequent to the
       date of our most recent evaluation, including any corrective
       actions with regard to significant deficiencies and material
       weaknesses.

Date:  May 9, 2003               /s/ ROBERT E. FULTON
                                 --------------------
                                 Robert E. Fulton
                                 Chief Financial Officer

                          EXHIBIT INDEX

99.1  --    Certification by Lyle G. Stockstill Pursuant to
            18  U.S.C.  Section  1350,  as  Adopted  Pursuant  to
            Section 906 of the Sarbanes-Oxley Act of 2002

99.2   --   Certification by Robert E. Fulton Pursuant to
            18 U.S.C. Section 1350, as Adopted Pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

                                                     Exhibit 99.1

CERTIFICATION BY LYLE G. STOCKSTILL PURSUANT TO 18 U.S.C. SECTION
 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
                           ACT OF 2002

In  connection with the Quarterly Report of Torch Offshore,  Inc.
(the "Company") on Form 10-Q for the period ending March 31, 2003
as  filed with the Securities and Exchange Commission of the date
hereof  (the  "Report"), I, Lyle G. Stockstill, Chairman  of  the
Board  and  Chief  Executive Officer  of  the  Company,  certify,
pursuant  to  18 U.S.C. Section 906 of the Sarbanes-Oxley Act  of
2002, that:

(1)  The  Report fully complies with the requirements of  Section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents,  in
     all material respects, the financial condition and results of
     operations of the Company.

/s/ LYLE G. STOCKSTILL
----------------------
Lyle G. Stockstill
Chairman of the Board and Chief Executive Officer

                                                     Exhibit 99.2

 CERTIFICATION BY ROBERT E. FULTON PURSUANT TO 18 U.S.C. SECTION
 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
                           ACT OF 2002

In  connection with the Quarterly Report of Torch Offshore,  Inc.
(the "Company") on Form 10-Q for the period ending March 31, 2003
as  filed with the Securities and Exchange Commission of the date
hereof  (the  "Report"),  I, Robert E.  Fulton,  Chief  Financial
Officer  of the Company, certify, pursuant to 18 U.S.C.  Section
906  of the Sarbanes-Oxley Act of 2002, that:

(1)  The  Report fully complies with the requirements of  Section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents,  in
     all material respects, the financial condition and results of
     operations of the Company.

/s/ ROBERT E. FULTON
--------------------
Robert E. Fulton
Chief Financial Officer