SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 34)*

Trico Marine Services, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

896106200

(CUSIP Number)

Frode Jensen, Esq.

Holland & Knight LLP

31 West 52nd Street

New York, NY 10019

212-513-3200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 11, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   896106200
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Kistefos AS
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(c)  o
	6.	Citizenship or Place of Organization Norway
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,535,959
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 3,535,959
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,535,959
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o NOT APPLICABLE
	13.	Percent of Class Represented by Amount in Row (11) 18.1%
	14.	Type of Reporting Person (See Instructions) CO,IV

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CUSIP No.   896106200
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Christen Sveaas
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Norway
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 3,535,959
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 3,535,959
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,535,959
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o NOT APPLICABLE
	13.	Percent of Class Represented by Amount in Row (11) 18.1%
	14.	Type of Reporting Person (See Instructions) IN

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This Amendment No. 34 (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D (as amended, the “Schedule 13D”) of Kistefos AS (“Kistefos”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), issued by Trico Marine Services, Inc., a Delaware corporation (the “Company”).  Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 1.	Security and Issuer
The title of the class of equity securities to which this statement relates is the Common Stock issued by the Company. The address of the principal executive office of the Company is 10001 Woodloch Forest Dr., Suite 610, The Woodlands, Texas 77380.
Item 2.	Identity and Background
(a)	Name of Persons Filing (the “Reporting Persons”):
	Kistefos AS (“Kistefos”) Christen Sveaas
(b)	Business address of Reporting Persons: Stranden 1, N-0250 Oslo, Norway
(c)	Christen Sveaas’ principal occupation is as the chairman and sole owner of Kistefos. Kistefos’ address is Stranden 1, N-0250 Oslo, Norway. Kistefos is a privately owned investment company with a portfolio of listed and unlisted companies in the offshore services, shipping, property development and IT/telecommunications sectors.
(d)	During the last five years, neither Christen Sveaas, Kistefos nor their affiliates has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither Christen Sveaas, Kistefos nor their affiliates were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Citizenship:
	Christen Sveaas is a citizen of Norway. Kistefos is a Norwegian aksjeselskap (stock company).

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Item 3.	Source and Amount of Funds or Other Consideration
Kistefos is the holder of the Common Stock to which this statement relates. The sole owner of Kistefos is Christen Sveaas. The Reporting Persons hereby incorporate by reference the information contained in Item 3 of Amendment 26 to this Schedule 13D.
Item 4.	Purpose of Transaction
The Reporting Persons hereby incorporate by reference the information contained in Item 4 of Amendment 33 to this Schedule 13D. Item 4 is hereby amended to add the following: On May 10, 2010, Kistefos delivered a letter to the Company’s Lead Director, Richard A. Bachmann, stating Kistefos’ intention to vote the Common Stock held by Kistefos at the Company’s 2010 Annual Meeting (i) against the election of the Company’s three Class III director nominees; and (ii) against the Company’s proposals to (a) approve the adoption of the Trico Marine Services, Inc. 2010 Long-Term Incentive Plan, (b) approve an amendment to the Company’s charter increasing the number of authorized shares of the Company’s Common Stock, and (c) approve the amendment to the Company’s charter to stagger, and thereby delay, declassifying the Board. A copy of the letter and the related press release issued by Kistefos (collectively, the “Voting Intent Disclosure Letter”) is attached hereto as Exhibit 19. The description herein of the letter and the related press release are qualified in their entirety by reference to the complete text of such letter and related press release. On May 11, 2010, Kistefos made a demand to obtain a stockholder list and other records of the Company pursuant to Section 220 of the Delaware General Corporation Law (the “Demand Letter”). A copy of the Demand Letter is attached hereto as Exhibit 20 and incorporated by reference herein, and the description herein of the demand letter is qualified in its entirety by reference to the complete text of such letter.  The Reporting Persons may use any information obtained pursuant to the Demand Letter to communicate with certain other stockholders of the Company regarding the Company’s proposals to be considered by stockholders at the 2010 Annual Meeting, and any other matters relating to Kistefos’ interest as a shareholder of the Company. THIS SCHEDULE 13D/A (INCLUDING ALL EXHIBITS HERETO) IS NOT, NOR SHALL IT BE DEEMED TO BE, A SOLICITATION OF PROXIES FOR THE COMPANY’S UPCOMING 2010 ANNUAL MEETING. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in Item 4 of Schedule 13D, but the Reporting Persons reserve the right to propose or undertake or participate in any such actions in the future in light of its ongoing evaluation of (a) the Company’s business and liquidity, (b) the Company’s financial condition, business operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities and (e) other relevant factors. Without limiting the generality of the preceding sentence, Kistefos reserves the right to, at any time or from time to time, (i) purchase or otherwise acquire additional shares of Common Stock, or other securities of the Company, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Company Securities in the open market, in privately negotiated transactions or otherwise, (iii) cause Company Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Company Securities, (v) engage in the solicitation of proxies to effect a change in the composition or size of the present Board of Directors or management of the Company, or (vi) encourage (including, without limitation, through communications with the Company’s directors and management, existing or potential security holders, investors, lenders or strategic partners, and investment and financing professionals or through active representation on the Board) the Company to consider or explore (A) sales or acquisitions of assets or businesses, including a sale of the US operations to remove the Jones Act restrictions on the ownership of the Company’s shares and citizenship of its directors and officers, or extraordinary corporate transactions, such as a merger or other reorganization, (B) changes to the Company’s capitalization or dividend policy, or (C) other changes to the Company’s business, structure or charter.

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Item 5.	Interest in Securities of the Issuer
Kistefos is the owner of 3,535,959 shares of the Common Stock. These shares represent approximately 18.1% of the Common Stock computed in accordance with Rule 13d-3. Kistefos has shared voting and dispositive power with Christen Sveaas with respect to these shares. Kistefos is directly owned 63.2% by Christen Sveaas, 32.3% by Svolder Holding AS, a Norwegian aksjeselskap (stock company), and 4.5% by an entity directly owned by Christen Sveaas. Mr. Sveaas indirectly owns Svolder Holding AS. As the sole beneficial owner of Kistefos, Christen Sveaas is the beneficial owner of 3,535,959 shares of the Common Stock, These shares represent approximately 18.1% of the Common Stock computed in accordance with Rule 13d-3. Christen Sveaas has shared voting and dispositive power with Kistefos with respect to the shares it owns due to his ownership control of Kistefos. The calculation of the percentages of beneficial ownership of the Common Stock set forth herein is based upon the 19,538,017 shares of Common Stock outstanding as of May 5, 2010, as disclosed in the Company’s Quarterly Report on Form 10-Q filed on May 10, 2010. The Reporting Persons hereby incorporate by reference the information on share acquisitions contained in Item 5 of Amendment 26 to this Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Persons hereby incorporate by reference the information contained in Item 6 of Amendment 26 to this Schedule 13D. Except as otherwise set forth in Amendment No. 33 to this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits
1.          An Agreement for Joint Filing pursuant to Rule 13d-1(k)(i) under the Exchange Act (incorporated by reference from the initial Schedule 13D filed by the Reporting Persons on March 25, 2005). 2.          A power of attorney dated as of October 7, 2005 naming Frode Jensen, Esq. and Neal Beaton, Esq. as attorneys-in-fact for Kistefos AS and Christen Sveaas (incorporated by reference from Amendment No. 25 to this Schedule 13D filed by the Reporting Persons on September 10, 2008).

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3.          A letter dated May 4, 2007 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to the Board of Directors of the Company (incorporated by reference from Amendment No. 11 to this Schedule 13D filed by the Reporting Persons on May 4, 2007).

4.          The Stock Purchase Agreement dated as of August 9, 2007 between Kistefos and the Company (incorporated by reference from Amendment No. 14 to this Schedule 13D filed by the Reporting Persons on August 14, 2007).

5.          Amendment No. 1 dated as of August 21, 2007 to the Stock Purchase Agreement dated as of August 9, 2007 between Kistefos and the Company (incorporated by reference from Amendment 19 to this Schedule 13D filed by the Reporting Persons on August 27, 2007).

6.          Registration Rights Agreement dated as of March 15, 2005 by and among the Company and certain holders (as therein defined) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 16, 2005).

7.          Letter agreement dated as of August 24, 2007 relating to the Registration Rights Agreement dated as of March 15, 2005 (incorporated by reference from Amendment 19 to this Schedule 13D filed by the Reporting Persons on August 27, 2007).

8.          A letter dated December 23, 2008 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to the Board of Directors of the Company (incorporated by reference from Amendment 27 to this Schedule 13D filed by the Reporting Persons on December 24, 2008).

9.          Press release issued by Kistefos on December 23, 2008 (incorporated by reference from Amendment 27 to this Schedule 13D filed by the Reporting Persons on December 24, 2008).

10.        A letter dated January 13, 2009 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to Mr. Rishi Varma, Corporate Secretary of the Company, enclosing the revised Declassification Proposal (incorporated by reference from Amendment 28 to this Schedule I3D filed by the Reporting Persons on January 15, 2009).

11.        Demand Letter dated January 14, 2009 requesting inspection of stockholder records of the Company (incorporated by reference from Amendment 28 to this Schedule I3D filed by the Reporting Persons on January 15, 2009).

12.        Notice Letter dated February 27, 2009 Mr. Åge Korsvold to Mr. Rishi Varma, Corporate Secretary of the Company, nominating directors for election and submitting proposals to be considered at the 2009 annual meeting of stockholders (incorporated by reference from Amendment 29 to this Schedule 13D filed by the Reporting Persons on March 2, 2009).

13.        Press release issued by Kistefos on February 27, 2009 (incorporated by reference from Amendment 29 to this Schedule 13D filed by the Reporting Persons on March 2, 2009).

14.        Supplemental Notice dated March 5, 2009 from Kistefos to Mr. Rishi Varma, Corporate Secretary of the Company (incorporated by reference from Amendment 30 to this Schedule 13D filed by the Reporting Persons on March 6, 2009).

15.        14a-7 Demand Letter dated March 6, 2009 requesting the Company’s stockholder list and security position listings (incorporated by reference from Amendment 30 to this Schedule 13D filed by the Reporting Persons on March 6, 2009).

16.        Supplemental Notice Letter dated March 13, 2009 from Kistefos to Mr. Rishi Varma, Corporate Secretary of the Company (incorporated by reference from Amendment 31 to this Schedule 13D filed by the Reporting Persons on March 16, 2009).

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17.        Letter dated March 13, 2009 from the Reporting Persons to the independent directors of the Company and related press release (incorporated by reference from Amendment 31 to this Schedule 13D filed by the Reporting Persons on March 16, 2009).

18.        Letter dated October 15, 2009 from Mr. Christen Sveaas, one of the Reporting Persons to Mr. Ben Guill, a director of the Company (incorporated by reference from Amendment 33 to this Schedule 13D filed by the Reporting Persons on October 16, 2009).

19.        Voting Intent Disclosure Letter dated May 10, 2010 from Mr. Christen Sveaas, one of the Reporting Persons, to Mr. Richard A. Bachmann, lead director of the Company (filed herewith).

20.        Demand Letter dated May 11, 2010 requesting inspection of stockholder records of the Company (filed herewith).

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, each of the undersigned persons certifies that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2010	Kistefos AS
	By:	/s/ Frode Jensen
		Frode Jensen, Esq.
		Attorney-in-fact for Kistefos AS
	Christen Sveaas
	By:	/s/ Frode Jensen
		Frode Jensen, Esq.
		Attorney-in-fact for Christen Sveaas

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of and any title of each person who signs the statement shall be typed or printed beneath his signature.

	ATTENTION:
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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EX-99.19

Exhibit 99.19

KISTEFOS INFORMS TRICO IT WILL VOTE AGAINST COMPANY’S 2010 BOARD NOMINEES

Citing Board’s Unwillingness to Remove Chairman and CEO Compofelice, Kistefos Takes Action to Change the Board and Reverse Trico’s Continued Destruction of Shareholder Value

FOR IMMEDIATE RELEASE

MEDIA CONTACT:

Tom Johnson

Abernathy MacGregor

(212) 371-5999

INVESTOR CONTACT:

Bruce H. Goldfarb/ Pat McHugh

Okapi Partners LLC

(212) 297-0720

OSLO, Norway – May 10, 2010 – Kistefos AS, the largest stockholder of Trico Marine Services, Inc.  (NASDAQ:TRMA), sent a letter to Trico Lead Director Richard A. Bachmann today advising the Board that it intends to vote its 3,535,959 shares against the company’s three incumbent directors up for election at Trico’s 2010 Annual Meeting.  Kistefos said it also intends to vote against Trico’s proposals to adopt an incentive plan, authorize additional shares of common stock and stagger and delay declassifying the Board.

In the letter to Mr. Bachmann, Kistefos Chairman Christen Sveaas said the decision to vote against the three directors – Edward C. Hutcheson, Jr., Myles W. Scoggins and Per Staehr – is a direct result of Kistefos having lost all confidence in Trico Chairman and CEO Joseph Compofelice.

Kistefos had expressly called on the Board last October to remove Mr. Compofelice from his executive positions, citing the overwhelming loss of stockholder value and enormous financial losses that have occurred on his watch. Given the Board’s continuing refusal to respond to the concerns of the stockholders and its continuing support for Mr. Compofelice and his failed strategy, Kistefos said it was left with no choice other than to vote for change in the Board’s composition.  Kistefos said that it believes that much of the crisis which exists today could have been avoided had the Board listened to the stockholders last year when it had the opportunity.

Kistefos believes that removing Mr. Compofelice now is critical to restoring Trico’s credibility among its constituents and saving the company. In its letter, Kistefos cited the following examples of Trico’s poor performance and extraordinary destruction of shareholder value since Mr. Compofelice’s appointment as CEO on July 9, 2007:

·Trico has suffered a devastating 96% drop in share price from a high of over $42 per share in June, 2007 to $1.63 per share on May 7, 2010, resulting in the destruction of over $600 million in market value.  That includes a 53% stock price drop since last year’s Annual Meeting, an unmistakable vote of “no confidence” in current management in Kistefos’ opinion.

·Trico has ranked at the bottom of its peer group for the last two years in nearly every important metric, including profit margin, return on equity and total shareholder return.

·As a result of two ill-timed, misguided and reckless acquisitions, Trico incurred more than $1 billion in debt in 2008, resulting in total indebtedness of more than ten times its then anticipated 2008 EBITDA.  The consequences of such deliberate overleveraging have been, in Kistefos’ opinion, devastating to the company.

·Furthermore, in 2008 and 2009 Trico reported operating losses of $128 million and $125 million, respectively, none of which were foreseen by Trico at the time of the DeepOcean acquisition.

·Trico has reported that it has insufficient cash to make required principal payments under its loan agreements later this year and that it does not expect to be in compliance with certain debt covenants under its loan agreements.

·The company’s liquidity crisis is so acute that it has been forced to sell vessels at fire sale prices, further weakening the company.

In the letter, Kistefos also said it will vote against Trico’s proposals to adopt an incentive plan, to authorize additional shares of common stock and to stagger and delay declassifying the Board. It said that until the Board removes Mr. Compofelice, installs fresh management and develops a coherent strategy to resolve the crisis it is in, Kistefos simply cannot vote for plans to further compensate management or to authorize additional shares of common stock. In addition, while it is strongly in favor of declassifying the Board, it cannot support Trico’s proposal to do so gradually over a four year period.

THIS IS NOT, NOR SHALL IT BE DEEMED TO BE, A SOLICITATION OF PROXIES FOR THE COMPANY’S UPCOMING ANNUAL MEETING.

Investors with questions about the process of voting their shares held in Trico may contact Okapi Partners LLC, our information agent, at (212) 297 0720.

The full text of Kistefos’ letter to Trico Marine’s Board of Directors follows:

May 10, 2010

Richard A. Bachmann

Lead Director

Trico Marine Services, Inc.

10001 Woodloch Forest Drive

Suite 610

The Woodlands, Texas 77380

Dear Mr. Bachmann:

As we have previously stated, we are extremely disappointed with the disastrous and destructive reign of Joseph Compofelice as Trico’s Chairman and CEO.

Most significantly, since Mr. Compofelice’s appointment as CEO on July 9, 2007:

·Trico has suffered a devastating 96% drop in share price from a closing high of $42.96 per share on June 18, 2007 to $1.63 per share on May 7, 2010, resulting in the destruction of over $600 million in market value.

·Since last year’s Annual Meeting through May 7, Trico’s stock price has fallen by an additional 53%, representing an unmistakable vote of “no confidence” in current management.

·While the stock prices of the company’s peers have recovered from 2009 lows, Trico’s, virtually alone among its peers, has fallen further.

·As a result of two ill-timed, misguided and reckless acquisitions, Trico incurred more than $1 billion in debt in 2008, resulting in total indebtedness of more than ten times its then anticipated 2008 EBITDA.  The consequences of such deliberate overleveraging have been, in Kistefos’ opinion, devastating to the company.

·Furthermore, in 2008 and 2009 Trico reported operating losses of $128 million and $125 million, respectively, none of which were foreseen by Trico at the time of the DeepOcean acquisition.

·Trico has fared far worse than its peer group. Trico has ranked at the bottom of its peer group for the last two years in nearly every important metric, including profit margin, return on equity and total shareholder return.

Today, almost three years later, Trico faces a significant on-going financial crisis which threatens its viability.  It has disclosed that it has insufficient cash to make required principal payments under its loan agreements later this year and that it expects to be in breach of certain debt covenants under these agreements.  We are concerned that the company’s liquidity crisis is so acute that it may be forced to sell additional vessels and/or other assets at fire sale prices, further weakening the company, and will likely be forced to issue additional common stock, if market conditions permit, to generate funds to meet its obligations, thereby further significantly diluting stockholders. We feel much of the crisis today could have been mitigated had the Board listened to the stockholders last year when it had the opportunity.

Last October, we expressly called upon the Trico Board of Directors to remove Mr. Compofelice as Chairman and CEO.  In light of your unwillingness to take this action, we have no choice but to hold the Board responsible and vote against the re-election of the class of three incumbent directors, Edward C. Hutcheson, Jr., Myles W. Scoggins and Per Staehr, at the 2010 Annual Meeting.  We also will vote against Trico’s proposals to adopt an incentive plan, to authorize additional shares of common stock and to delay declassifying the Board. Until the Board removes Mr. Compofelice and develops a coherent strategy to resolve the crisis it is in, Kistefos simply cannot vote for plans to further compensate management or to authorize additional shares of common stock. In addition, while it is strongly in favor of declassifying the Board, it cannot support Trico’s proposal to do so gradually over a four year period.

We believe that our opposition to these proposals gives the Board the message it needs to hear: Replace Mr. Compofelice now and start rebuilding the company in the best interests of all of its constituents, including its customers, employees and stockholders.

Here is how we have come to the position we take today.

Background.  We have been Trico’s largest stockholder since 2005. Despite our large position, we have never been insiders and have counted on the Board and company management to be prudent stewards of our investment. While we have had our differences, we have supported management and the Board from the time of the company’s emergence from bankruptcy in 2005 through the 2008 Annual Meeting.

In December 2008, we first communicated to the independent directors our grave concerns regarding the direction and management of the company and asked you to expand the Board to admit two Kistefos representatives as additional members.  You refused to accept representatives of the company’s largest stockholder as members of the Board.  As a result, we felt we had no choice but to bring the matter directly to our fellow stockholders, which we did in last year’s proxy contest.

In the contest, we won over 77% of the vote for my election to the Board, and a clear majority of votes cast for both of our candidates, but under the company’s pro-management bylaws, we were not seated as directors. One would think the election results would have nonetheless sent a clear message to the Board that the stockholders

were dissatisfied with the status quo.  Since then we have asked you to heed the voice of the stockholders and add us to the Board but you have repeatedly refused.  As the condition of the company has continued to deteriorate we have asked you to remove Mr. Compofelice and install fresh and capable new leadership and you have also repeatedly refused to do this.

As we will show, your refusal is absolutely indefensible.

Overwhelming Destruction of Stockholder Value.  Shortly before Mr. Compofelice took over as CEO in July 2007, Trico common stock was at a high of $42.96 per share and the market value of the company exceeded $640 million.  Since Mr. Compofelice’s appointment, the stock has plummeted by 96% to $1.63 per share on May 7, 2010.  This amounts to a loss of over $600 million in total market value during the nearly three year period. While some of this fall could have been attributed to the overall stock market decline in 2008 and early 2009, the stock prices of the company’s peers have recovered from 2009 lows while Trico’s stock price has fallen further.

From the date of the Annual Meeting last year to May 7, 2010, the price of Trico stock has in fact fallen by an additional 53%, an unmistakable vote of continuing “no confidence” in current management. Notwithstanding, the Board sits idly by as the owners of the company continue to watch the value of their investments erode.

Lagging its Peers. Trico’s operating and financial performance since Mr. Compofelice took over has been atrocious.  Trico has failed to earn a profit since 2008 and has finished at the bottom of its peer group for the last two years in nearly every performance metric, including profit margin, return on equity and total shareholder return.

Disastrous Acquisition Strategy.  The loss of stockholder value and abysmal peer ranking can be directly attributed to Mr. Compofelice’s misguided, ill-timed and disastrous acquisition strategy.  Shortly after taking office, Mr. Compofelice embarked on a wildly irresponsible “bet the company” acquisition agenda to transform Trico from a traditional offshore supply company to a “next generation” subsea services company.  While we think investing in the subsea sector was not necessarily a bad idea if done prudently, the execution of the strategy has been reckless and incompetent to the extreme. To acquire two companies, Mr. Compofelice has overleveraged the company, incurring and assuming in excess of $1 billion in additional indebtedness, amounting to more than ten times its then anticipated 2008 EBITDA, and raising not a penny of common stock to mitigate the leverage.  In effect, he has recklessly bet the common stockholder’s equity that he could transform the business fast enough to pay off the debt.  But he was wrong about the direction of the market and, irresponsibly, he left no margin for error. This bet could not have gone more terribly wrong.

In November 2007, Trico kicked off its acquisition strategy by paying approximately $247 million in cash to acquire Active Subsea ASA, a company with no revenues and no operations.  Active Subsea’s assets consisted of orders to purchase eight multi-purpose service vessels, certain charters and approximately $125 million in construction

commitments for the completion and delivery of the eight vessels.  Then, in early 2008, Trico doubled down on its subsea bet by acquiring another subsea company, DeepOcean ASA, and its subsidiary, CTC Marine, for approximately $700 million, funded almost entirely by additional borrowings.

As a result of the Active Subsea and DeepOcean acquisitions, Trico’s balance sheet liabilities ballooned from approximately $289 million at September 30, 2007 to approximately $1.2 billion at June 30, 2008, most of which consisted of indebtedness and did not include its off balance sheet construction obligations.

Nevertheless, Mr. Compofelice stated at the time that he was confident he could manage these acquisitions and the related obligations.  He predicted to analysts shortly after the acquisition that DeepOcean’s EBITDA would grow from $69 million in 2007 to $124 million by 2009, saying, “Growth in the subsea services market for the foreseeable short and long-term future, I believe, is significant and sustainable.”  And, on a conference call with analysts on July 24, 2008 he said, “We believe that [our] stock is a shocking bargain, is the language I would use.”

Of course, he could not have been more wrong.

Since then, the company has taken delivery of only one vessel ordered by Active Subsea, still awaits delivery of three vessels and has written off the four remaining contracts, resulting in an impairment charge in 2009 of $116 million.

The DeepOcean acquisition has been similarly disastrous.  While the DeepOcean business itself appears to have performed satisfactorily “on the water”, Trico grossly overpaid for growth and earnings which have not materialized and dangerously overleveraged itself. At the end of 2008, Trico wrote off the $170 million in goodwill booked at the time of the acquisition. In addition, Mr. Compofelice’s earnings prediction for DeepOcean business was wildly overstated.  DeepOcean itself generated negative EBITDA in 2009 and the entire company, including the legacy supply business, generated EBITDA of only $65 million, compared to the $124 million that Mr. Compofelice had predicted DeepOcean alone would earn in 2009.  Rather than raise equity or sell vessels in 2008 when the market was strong and assets values were trading at all time highs in order to finance the acquisition, Mr. Compofelice relied totally on debt financings to fund the acquisitions.

And the company’s stock, which traded at what Mr. Compofelice called the “bargain” price of $24.10 on July 24, 2008, has never traded so high again.

The Situation Today.

Today, the company faces a significant financial crisis which threatens its viability.  It is grossly over leveraged and has stated that it has insufficient cash to make required principal payments under its loan agreements later this year and that it does not expect to be in compliance with certain debt covenants under its loan agreements.  Its legacy

supply business has shrunk significantly since 2008, it has written off large portions of its subsea acquisitions and it has failed to achieve the growth and earnings necessary to sustain the company.  It has been forced to sell vessels at today’s fire sale prices to raise cash and will likely be forced to sell additional vessels and issue additional common stock at low prices, if market conditions permit, to generate funds to meet its obligations, thereby further significantly diluting stockholders.

Management concedes that these uncertainties raise a substantial doubt about Trico’s ability to continue as a going concern.  In addition, in giving their opinion for 2009, the company’s auditors have reported that the company failed to maintain effective internal control over its financial reporting.  Lastly, we believe that there is reasonable grounds to believe that the company was in violation of the Jones Act during all of 2009, as a result of which statements in its SEC filings for 2009 were materially misleading and the votes cast at the 2009 Annual Meeting may well have been materially miscounted, all to the detriment of the company’s stockholders.

Conclusion.

For all these reasons, removing Mr. Compofelice is now critical to restoring Trico’s credibility and saving the company.  We fear that if action is not taken, there will be no company to save.

The overwhelming vote of no confidence by your stockholders – the owners of the company – at last year’s Annual Meeting apparently has not been enough to spur the Board to take requisite action to remedy the problem, nor has been  the destruction of  over $600 million in market value.

Now is not the time to propose additional management incentive plans or a check book of newly authorized common stock for management to issue without further shareholder approval.  Nor can we endorse a proposal to grudgingly declassify the Board over a four year period given the track record of this Board.

Accordingly, we have no choice but to hold the Board responsible and vote against the re-election of the class of three incumbent directors, Edward C. Hutcheson, Jr., Myles W. Scoggins and Per Staehr, and against the proposals to adopt an incentive plan, to authorize additional shares of common stock and to delay declassifying the Board at the 2010 Annual Meeting.

Sincerely,

On behalf of Kistefos AS

Christen Sveaas

Chief Executive Chairman

cc:    Joseph Compofelice, Chairman and CEO

EX-99.20

Exhibit 99.20

May 11, 2010

VIA TELECOPY AND COURIER

Rishi Varma, Esq.

Corporate Secretary

Trico Marine Services, Inc.

10001 Woodloch Forest Dr.

Suite 610

The Woodlands, Texas  77380

Re:Demand Pursuant to Delaware General Corporation Law Section 220

Dear Mr. Varma:

Kistefos AS (“Kistefos”), with a business address of Stranden 1, N-0250, Oslo, Norway, is the beneficial owner of 3,535,959 shares (the “Shares”) of the outstanding common stock, $.01 par value (the “Common Stock”), of Trico Marine Services, Inc. (the “Company”).  A true and correct copy of a letter attesting to Kistefos’ beneficial ownership of the Shares is attached hereto as Annex I.

Pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) and other applicable law, Kistefos hereby demands (the “Demand”) the right, during the Company’s usual business hours, to inspect the following books and records of the Company (the “Demand Materials”) and to make copies and extracts therefrom:

(a)A complete record or list of the Company’s stockholders, certified by the Company or its transfer agent, showing the names and addresses of each stockholder and the number of shares of stock registered in the name of each such stockholder.

(b)A magnetic computer tape list, computer disk or other electronic media containing the information referred to in paragraph (a), together with the computer processing data necessary to make use of such information on electronic media and a hard copy printout of such information in order of descending balance for verification purposes.

(c)All daily transfer sheets showing changes in the names and addresses of the Company’s stockholders and/or in the number of shares of the Company’s stockholders which are in, or come into, the possession of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder list referred to in paragraph (a).

(d)All information in or which comes into the Company’s or its agents’ possession, or which can reasonably be obtained from nominees of any central certificate depository systems or their nominees, brokers, dealers, banks, respondent banks, clearing agencies or voting trustees or their nominees, concerning the names and addresses of, and the number of shares held by, the actual beneficial owners of shares of Common Stock of the Company, including, without limitation, participating brokers, dealers, banks and other financial institutions which own shares of Common Stock of the Company for their own or their customers’ account, any holdings in the respective names of Cede & Co. and other similar depositories or nominees as well as any material request list provided by Broadridge Financial Services, Inc., any omnibus proxies issued by such entities, all DTC participant listings (whether in electronic form or list form), including any daily or weekly participant list for the Depository Trust Company, or from other similar depositories or nominees, any respondent bank lists and all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise; all such listings or other information which is in electronic form to be provided to Okapi Partners LLC as soon as it is made available to the Company or its agents and, if the Company or its agents are authorized to have online access to the Depository Trust Company security position listings, then Okapi Partners LLC, as Kistefos’ agent, shall be given equivalent access.

(e)A list showing the name and address of and the number of shares of Common Stock of the Company attributable to any participant in any employee stock ownership, stock purchase, stock option, 401(k), retirement, restricted stock, incentive, profit sharing or other employee compensation or benefit plan of the Company in which the decision as to the voting of the shares held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan (and all information on electronic media and the relevant processing data and printouts as described in paragraph (b) above containing such information) and the method(s) by which Kistefos and its agents and representatives may communicate with each such plan, as well as the name, affiliation and telephone number of the trustee or administrator of each such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also of shares for which the trustee or the administrator does not receive instructions or shares that are outstanding in the plan but are unallocated to any participant.

(f)All information in, or which comes into, the Company’s possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or other nominees, relating to the names of the non-objecting

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beneficial owners of the Common Stock (commonly referred to as a “NOBO” list) whose shares are held by brokers, dealers, banks, clearing agencies, voting trustees or their nominees pursuant to Rule 14b-1(b) or Rule 14b-2(b) under the Exchange Act, in the format of a magnetic computer tape, computer disk or similar electronic media listing of such owners showing the name, address and number of shares of Common Stock registered in the name of each such owner in descending balance order, together with such computer processing data as is necessary for Kistefos to make use of such computer disk or other electronic media, and a hard copy printout of such magnetic computer tape, computer disk or electronic media for verification purposes.  Such information with respect to brokers and dealers is readily available to the Company pursuant to Rule 14b-1(b) or Rule 14b-2(b) under the Exchange Act from Broadridge Financial Solutions, Inc. or otherwise.

(g)Any stop transfer lists or stop lists relating to any shares of stock of the Company.

(h)A complete and correct copy of the bylaws and certificate of incorporation of the Company, as in effect now and as amended from time to time.

Each item is requested to be complete and correct as of two days after the date of this letter (or another recently practicable date).  Kistefos demands further that all modifications, additions or deletions to any and all information in the Demand Materials be immediately furnished as such modifications, additions or deletions become available to the Company or its representatives or agents.

The purpose of this Demand is to enable Kistefos to gather information necessary to consider a solicitation of proxies in connection with certain of the Company’s proposals and director nominations submitted for consideration at the Company’s 2010 annual meeting (the “2010 Annual Meeting”) and for Kistefos to consider other stockholder action relating to Kistefos’ interests as a stockholder. The purpose of this Demand is further to enable Kistefos to communicate with the Company’s stockholders regarding matters relating to its interest as a stockholder of the Company with reference to the above.

This letter shall also serve as Kistefos’ demand to inspect and copy each item set forth above reflecting data as of the record date (or amended record date) set for the 2010 Annual Meeting of stockholders of the Company.

Kistefos hereby designates and authorizes Okapi Partners LLC, its principals and employees, Holland & Knight LLP, its partners, principals and employees, and any other persons designated by Kistefos, Okapi Partners LLC, or Holland & Knight LLP, acting together, singly or in any combination, to act as its agents, and to seek the production and conduct the inspection and copying, of the Demand Materials herein requested.

Please advise Frode Jensen, Esq., of Holland & Knight LLP, via mail at 31 W. 52nd St., New York, New York 10019, by telephone at (212) 513-3462, by facsimile at (212) 385-9010 or by e-mail at frode.jensen@hklaw.com as promptly as practicable as to the time and place that the

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Demand Materials will be made available in accordance with this Demand. Please also advise such counsel immediately whether you voluntarily will supply the Demand Materials. In addition, if the Company believes that this Demand is incomplete or otherwise deficient in any respect, please contact such counsel immediately so that Kistefos may promptly address any alleged deficiencies.

If you refuse to permit the inspection and copying demanded herein, or fail to reply to this Demand, within five (5) business days from the date hereof, Kistefos will conclude that this Demand has been refused and reserves the right to take appropriate steps to secure its rights to examine and copy the Demand Materials.

Kistefos reserves the right to withdraw or modify this Demand at any time, and to make other demands of the Company whether pursuant to the DGCL, other applicable law, or the Company’s certificate of incorporation or bylaws.

Please acknowledge receipt of this letter and the enclosures by signing and dating the enclosed copy of this letter and returning it to Mr. Jensen in the enclosed envelope.

Please direct any questions or correspondence regarding this letter to Mr. Jensen.

Sincerely,
KISTEFOS AS
By:	/s/ Åge Korsvold
	Name:	Åge Korsvold
	Title:	Chief Executive Officer

Encls.

cc:	Frode Jensen, Holland & Knight LLP
	Bruce H. Goldfarb, Okapi Partners LLC

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Verification

I, Åge Korsvold, the Chief Executive Officer Kistefos AS (“Kistefos”), on behalf of Kistefos and not in my personal capacity, hereby certify under penalty of perjury under the laws of the United States and of any state that the letter attached hereto is the letter of demand (the “Demand Letter”) for the inspection of certain designated Demand Materials (as this term is defined in such Demand Letter) of Trico Marine Services, Inc. and that the statements made therein are true and correct.

KISTEFOS AS
By:
	Name:	Åge Korsvold
	Title:	Chief Executive Officer

Date: May 11, 2010

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