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. 27)*

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

195 Broadway, 24th  Floor

New York, NY 10007

212-513-3200

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

December 23, 2008

(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(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) 22.8%
	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) 22.8%
	14.	Type of Reporting Person (See Instructions) IN

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This Amendment No. 27 (this “Amendment”) amends Amendment No. 26 to the Statement of Beneficial Ownership on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2008 (as amended, the “Schedule 13D”) by 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”). The address of the principal executive office of the Company is 3200 Southwest Freeway, Suite 2950, Houston, Texas  77027. 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, par value $0.01 per share, issued by the Company. The address of the principal executive office of the Company is 3200 Southwest Freeway, Suite 2950, Houston, Texas  77027.
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 D.

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Item 4.

Purpose of Transaction

The Reporting Persons hereby incorporate by reference the information contained in Item 4 of Amendment 26 to this Schedule D. Item 4 is hereby amended to add the following : On December 23, 2008, Kistefos delivered a letter to the Board of Directors of the Company (the “Board”) (i) requesting that the Board elect Messrs Christen Sveaas and Ǻge Korsvold, respectively Chairman and CEO of Kistefos, to the Board and (ii) submitting a proposal to declassify the Board for consideration by the stockholders at the Company’s 2009 annual meeting.  Messrs Sveaas and Korsvold have also offered to meet with the Company to discuss the matters raised in the letter. Copies of the letter and the related press release issued by Kistefos are attached hereto as Exhibits 8 and 9. 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, including by removing and replacing members of the Board, by increasing the number of directors and/or by changing the quorum requirements applicable to the Board, at an annual or special meeting of the stockholders or otherwise, 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 22.8% 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 22.8% 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 15,500,695 shares of Common Stock outstanding as of September 30, 2008, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. The Reporting Persons hereby incorporate by reference the information on share acquisitions contained in Item 5 of Amendment 26 to this Schedule D.

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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 D. Except as otherwise set forth in Amendment No. 26 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.

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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). 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 (filed herewith). 9. Press release issued by the Reporting Persons on December 23, 2008 (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: December 23, 2008	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-8

Exhibit 8

December 23, 2008

Board of Directors
c/o Corporate Secretary
Trico Marine Services, Inc.
2401 Fountainview
Suite 920
Houston, TX 77057

Gentlemen:

As you know, Kistefos AS (“Kistefos”) is the beneficial owner of 3,535,959 shares, or approximately 22.8%, of the outstanding common stock of Trico Marine Services, Inc. (“Trico” or the “Company”). Kistefos is and has been the Company’s largest shareholder since it emerged from Chapter 11 reorganization in 2005.

I write today to express our deep concern about the extraordinary loss in value of the Company’s shares and about the current operations, direction, management and governance of the Company. Nevertheless, we believe that there is significant inherent value in the Company and we wish to work with management and the Board of Directors of the Company (the “Board”) to help restore it.  In our view, increased shareholder representation on the Board is a critical first step towards recovering this lost value and we request that you immediately appoint two representatives of Kistefos, Christen Sveaas and the undersigned, Åge Korsvold, to the Board.

Upon our appointment as members of the Board, we will pursue with you a plan to maximize long-term shareholder value, including a review of the Company’s governance, operations and financial structure and its strategic opportunities.  We believe that we can make a significant contribution to an analysis of the Company’s operating and financing alternatives and strategic direction from our perspective as a vested shareholder and as an experienced, industry-wise operating investor. As set out in our curricula vitae enclosed herewith as Annex I, both Mr. Sveaas and I have considerable strategic, financial and offshore services industry experience, and we believe we can substantially enhance the Board’s ability to oversee the Company.

Kistefos is an experienced long-term investor with a strong track record of value creation through successful investments in turnaround opportunities. We have been an owner and operator of anchor handlers and supply ships involved in North Sea oil exploration for over 25 years, and some years ago we owned and operated the Company’s present North Sea fleet.  Since 1989, Mr. Sveaas has been the controlling shareholder of Viking Supply Ships AS (“VSS”), an offshore services company which, through the careful build-up of its supply fleet and drilling rigs and other strategic initiatives during the early 1990s, grew into one of the largest offshore supply companies listed on the Oslo Stock Exchange.  VSS sold its supply vessels fleet and drilling rigs in the mid 1990s and today focuses on owning and operating ice breaking anchor handling vessels, platform supply vessels and North Sea standard barges.  I have led turnaround efforts in various Kistefos portfolio companies, including the shipping company Western Bulk AS and the technology companies Atex Group Ltd. and Ementor ASA.  In addition, I led Kistefos’ investment in Viking Offshore Services Ltd., a leading emergency and rescue recovery services company in the North Sea.  Over the course of our active operating involvement with Viking Offshore Services, we generated a significant return on equity investment, culminating in the sale of Viking Offshore Services in 2007 to Vroon Group B.V.  Both of us also have substantial board experience and qualifications, including in minority and independent roles, in a range of public and private companies, both in the U.S. and abroad.

To be clear, we will bring to the Board significant and relevant operating experience and a track record of generating attractive returns.  Our intention is to actively assist the Company in maximizing value over the long term for all shareholders.

While we would ask you to expedite our appointment through voluntary considered Board action, which we believe is allowed by the Company’s bylaws, we are prepared to take all appropriate steps to accomplish our election to the Board, including by shareholder action at a special meeting of shareholders if necessary.  In addition, we are today proposing that the Board take steps to permit the shareholders to vote to amend the certificate of incorporation to eliminate the classification requirement at the next annual meeting.  This proposal, of which we are required to notify the Company by December 30, is designed to bring the Company more in line with the best corporate governance standards of our day.

Background

After reaching a high of $43.23 in April 2008, the Company’s shares have lost more than 90% of their value in the past eight months. As of December 22^nd, the Company had a market capitalization of $55 million, representing a loss in value to shareholders of more than $565 million in the past eight months. In addition, following the acquisitions made in 2007 and 2008 at the peak of the market in the offshore services industry, the Company’s indebtedness has grown from under $200 million to over $800 million today and its ratio of debt to enterprise value now exceeds 90%.

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The Company also has significantly underperformed its peer group in recent periods.  We do not believe that the precipitous decline in the share price can simply be attributed to the market’s overreaction in the face of the economic crisis or to the recent significant drop in energy prices.  We do in fact believe that the current share price reflects a severe lack of investor confidence in the Company and its prospects.

As is well-known to the Board, we have on numerous occasions dating back to March 2005 privately and publicly urged the Board and management to pursue actions and policies that we believe would preserve and enhance shareholder value, including many of the items addressed in this letter.  We believe that the Board should pursue specific policies to address the following problems, which, in our view, are the principal reasons for the Company’s low share price and very poor performance:

1.The Jones Act restrictions on foreign share ownership effectively operate as a limitation on demand for and liquidity of the Company’s shares and are a deterrent to the use of shares in acquisitions of non-U.S. companies.  By preventing non-U.S. shareholders from acquiring additional shares in the Company, these restrictions substantially reduce the attractiveness and value of the Company’s shares, and are a significant impediment to maximizing shareholder value. A higher share price would provide much needed flexibility to execute value-enhancing strategic initiatives.  The Board well understands that the Jones Act fleet is now a legacy business which accounts for less than 5% of the Company’s revenues and has become increasingly marginal to the future of the Company.  We believe that now is the time to close the Jones Act discount on the share price by taking concrete steps to remove the ownership restriction.

2.The Company’s operating performance has been poor relative to its peers.  We believe that this can be attributed, in part, to suboptimal Board oversight and poor operating and strategic decisions.

·The Company failed to maximize returns, despite the recent boom market, in its historical core supply fleet while making insufficient investments to renew and enhance the Trico fleet. For example, in 2005, the Company contracted for one North Sea class platform supply vessel in Norway together with an option to build an additional vessel at a favourable price.  Trico subsequently elected to build only one of the two vessels and, because of an inexcusable lack of oversight of the construction process on management’s part, delivery of the vessel has been considerably delayed and may well fail. In addition, management failed to realize the “in the money” value of the option for the second vessel when it decided neither to exercise nor sell the option. In both cases, shareholder value has been lost.

·The Company has failed to capitalize on significant profit-making opportunities arising during the past few years in the charter markets. Margins between term and North Sea spot rates have been at record highs

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but, because of its bias towards long-term charters and poor operating decisions, the Company was unable to take advantage of the higher spot rates, which has adversely impacted returns.

·The Company initiated an ill-timed fundamental change in its business focus in 2007-2008 at the peak of the offshore supply services cycle by making significant acquisitions in the subsea segment.  These highly leveraged acquisitions have not been sufficiently profitable to date, have not been integrated well into the Company in order to take advantage of operating synergies and financing and tax efficiencies, and management has never adequately justified the long-term strategic rationale for these investments.  They are now adversely impacting the Company’s earnings, as results for the second and third quarter 2008 have been poor due to low subsea margins.

·In the current economic environment, the substantial indebtedness incurred in connection with these acquisitions is weighing down heavily on the share price and preventing the Company from taking advantage of the reduced share price to buy back more shares. At the same time the incurrence of substantial indebtedness with significant change of control covenants has the effect of insulating management from constructive shareholder action.

3.In our view, the Company has maintained a distinctly hostile attitude towards its shareholders since it came out of Chapter 11 reorganization in 2005, leading to, among other things, a marginalized interest among institutional investors, which has adversely impacted the share price.

·The Company has demonstrated its anti-shareholder attitude repeatedly in the past by adopting a poison pill and most recently by adopting anti-shareholder advance notice bylaws. As we said when the Board implemented the poison pill in 2007, we support good governance, but we do not consider measures such as these advance notice bylaws as exemplary of good corporate governance when they are adopted in the face of a precipitous decline in value and widespread shareholder discontent.  In fact, we would consider the recent bylaw amendment action you have taken and other similar restrictions that the Company may adopt in response to this letter as an intentional act to diminish our and our fellow shareholders’ rights to exercise democratic shareholder control over the governance of the Company, and we are prepared to act to defend those rights.

·The share buy back program, a welcome initiative that Kistefos had called for as a constructive approach to supporting shareholder value, was never completed, as the Company refrained from buying back shares at increasingly attractive prices. Trico is now insufficiently capitalized to

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take advantage of low valuations. The Company has never explained to shareholders whether the program has been discontinued, and, if so, why the program was discontinued.

·The Company’s opaque disclosure policies detract from shareholder understanding of the Company’s operations and results.  Trico should adopt a more transparent presentation of its periodic results, and announce material contracts and other events on a more current basis, enabling shareholders to better understand and analyze the Company.

In summary, while we remain confident that, over the very long -term, the industry will offer the Company opportunities for organic and external growth and increased profitability, the Company faces significant challenges in the near future, including: completing the integration of its two recent major acquisitions and reduction of related indebtedness; initiating the internationalisation of the subsea operations; enhancing the quality and reach of its supply vessels operations; and returning to satisfactory profitability, all within the context of a global recession. As demonstrated by Kistefos’ track record of successful investments in the shipping and offshore services industries, both Christen Sveaas and I have considerable experience in creating long-term value.  We are prepared to put this experience to work to assist the Board in the steps that it must take now to address these challenges and take advantage of these opportunities.

Proposals

Kistefos is prepared to underscore its commitment to assisting the Company in meeting these challenges by asking its two senior officers to join the Board.  We hereby request that Christen Sveaas, Chairman of Kistefos AS, and Åge Korsvold, Chief Executive Officer of Kistefos AS, be appointed to the Board as soon as the required Board action can be taken.  As discussed herein and as set out in our curricula vitae enclosed as Annex I, both Mr. Sveaas and I have considerable relevant strategic, financial and offshore services industry experience and we are confident that we can make a decisive contribution to the Company’s long-term business success.

We believe our request can be implemented by the Board, without shareholder action, and in compliance with the Jones Act and the Company’s governing documents, by asking two current non-executive directors to step down, replacing them with our nominees and increasing the quorum requirement to five. In the longer term we would have no objection to a modest expansion in the size of the Board so that there is no reduction in the number of non-affiliated directors. We would welcome an opportunity to discuss our request with the Company’s senior management and with the lead director and will be available to meet in person with you for that purpose at your convenience during the week of January 5.

We also wish to give notice that pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, Kistefos intends to present the proposal attached hereto as Annex II to declassify the Board at the 2009 annual meeting of shareholders and hereby requests

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that the proposal be included in management’s proxy materials prepared for use at the annual meeting.  By eliminating the classified Board of Directors, the Company will permit shareholders to register their views annually on the performance of the Board of Directors and each individual director. We feel this will promote a culture of responsiveness and dynamism on the Board of Directors, qualities necessary to meet the extensive challenges that the Company faces.

As disclosed in Amendment No. 26 to Kistefos’ Schedule 13D filed with the Securities and Exchange Commission, Kistefos has held the number of shares of common stock of the Company required by Rule 14a-8 for over a year.  In addition, Kistefos intends to continue to hold such number of shares of the Company through the date on which the annual meeting is held.  I also confirm that Kistefos intends to appear in person or by proxy at the annual meeting to present the proposal.

Please do not hesitate to contact me regarding this letter. You may also direct questions or correspondence to our counsel, Frode Jensen, at Holland & Knight.

Very truly yours,

KISTEFOS AS

Åge Korsvold
Chief Executive Officer

cc:	Joseph S. Compofelice
	Myles W. Scoggins

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ANNEX I

Christen Sveaas, Age 52: Mr. Sveaas is the sole equity owner and Chairman of Kistefos AS (“Kistefos”), an investment firm which he founded in 1979. Kistefos has holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development.  In addition, Mr. Sveaas owns 85% of Kistefos Traesliberi, a company engaged in forestry and related industrial activities established by his grandfather in 1889.  He serves as a senior advisor to EQT Partners AB, a Swedish private equity firm, and as a member of the Deans Council, John F. Kennedy School of Government at Harvard University.  Since 1989, Mr. Sveaas has been the controlling shareholder of Viking Supply Ships AS (“VSS”), an offshore services company which, through the careful build-up of its supply fleet and drilling rigs and other strategic initiatives during the early 1990s, grew into one of the largest offshore supply companies listed on the Oslo Stock Exchange.  He also acts as Chairman of Viking Drilling ASA and its US subsidiary Viking Offshore (USA), Inc., two companies whose assets are being sold.  Mr. Sveaas has been in the investment industry since 1979, and previously has served on the board of directors of several public companies, including Orkla ASA, Stolt-Nielsen S.A., Tschudi & Eitzen Shipping AS, Vestenfjeldske Bykreditt AS and SkipsKredittforeningen.  In addition, Mr. Sveaas is the chairman of the Anders Sveaas Charitable Foundation, and is a board member of the Kistefos Museum.  Mr. Sveaas holds an M.B.A. degree from University of St. Gallen, Switzerland.

Åge Korsvold, Age 62: Mr. Korsvold has served as the Chief Executive Officer of Kistefos since December 2001. During this time, he has overseen the expansion of Kistefos’ direct investments in the shipping and offshore services industries, and has directed the private equity and venture capital investments made by Kistefos.  Mr. Korsvold has also led efforts to increase shareholder value in various Kistefos portfolio companies, including the shipping company Western Bulk AS and the technology companies Atex Group Ltd. and Ementor ASA.  He has also led Kistefos’ investment in Viking Offshore Services, a leading emergency and rescue services company in the North Sea which was sold to Vroon Group B.V. in 2007 following a strategic turnaround plan that generated a significant return on investment.  Before joining Kistefos, Mr. Korsvold spent six years as President and Chief Executive Officer of Storebrand ASA (“Storebrand”), the largest insurance company in Norway.  In this position, he oversaw the successful restructuring of Storebrand through consolidation and increased efficiencies, and its market capitalization grew from approximately NOK 4 billion to NOK 16 billion.  Mr. Korsvold has extensive experience in industry, banking and shipping in both executive and board positions.  Mr. Korsvold holds an M.B.A. degree from the Wharton School, University of Pennsylvania.

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ANNEX II

Proposal

RESOLVED that the stockholders of Trico Marine Services, Inc. (the “Company”) request the Board of Directors to take the necessary steps to provide that all directors have a one-year term of office, including approval of amendments to the Certificate of Incorporation and the Bylaws of the Company to eliminate the “classified” Board of Directors terms and submission of such amendments for stockholder approval to the extent required.

Supporting Statement

The election of corporate directors is a primary avenue for stockholders to influence corporate affairs and ensure management accountability. However, under the classified voting system at the Company, individual directors face election only once every three years, and stockholders only vote on roughly one-third of the Board of Directors each year. In our opinion, such a system serves to insulate the Board of Directors and management from stockholder input and the consequences of poor financial performance.

By eliminating the classified Board of Directors, we believe the Company will permit stockholders to register their views annually on the performance of the Board of Directors and each individual director. We feel this will promote a culture of responsiveness and dynamism, qualities necessary to meet the challenges that the Company faces.

We submit that by introducing annual elections and eliminating the classified Board of Directors at the Company, management and the Board of Directors will be more accountable to stockholders.

We believe that by aligning the interest of the Board of Directors and management with the interests of stockholders, our Company will be better equipped to enhance stockholder value.

For the above reasons, we urge a vote FOR the resolution.

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EX-9

Exhibit 9

TRICO MARINE’S LARGEST SHAREHOLDER SENDS LETTER
TO BOARD OF DIRECTORS

Kistefos AS Asks for Appointment of Two Kistefos Executives to Trico Board, Citing Desire to Help Restore Shareholder Value

Gives Notice of Proposal to Declassify Board

Oslo, Norway – December 23, 2008 – Kistefos AS, the largest shareholder of Trico Marine Services, Inc. (NASDAQ: TRMA), an integrated provider of subsea, trenching and marine support vessels and services, announced today that it has sent a letter to the Board of Directors of Trico Marine requesting that two Kistefos executives be appointed to the Company’s  Board of Directors.  Kistefos has also given formal notice of a proposal to declassify the Company’s Board of Directors, to be presented to Trico Marine’s shareholders at the next annual meeting.

While Kistefos has asked Trico Marine’s Board to voluntarily expedite these requests, Kistefos stated that it is prepared “to take all appropriate steps to accomplish our election to the Board, including by shareholder action at a special meeting of shareholders if necessary.”  Kistefos is the beneficial owner of approximately 22.8% of Trico Marine’s outstanding common stock.

Kistefos’s nominees to the Trico Marine Board, Christen Sveaas and Åge Korsvold, have extensive operational experience in the energy and offshore services industry and as directors of public and private companies in the United States and elsewhere.  They have proven track records of owning, operating and advising successful businesses, and for creating long-term shareholder value in the companies on whose Boards they have served.

Citing Trico Marine’s poor performance and extraordinary loss of shareholder value in the last year, the letter points out that:

·Trico Marine’s market capitalization has fallen by $565 million, more than 90%, in the past eight months.  Trico Marine has significantly underperformed its peer group in recent periods and, in Kistefos’ opinion, the Company’s current share price reflects a severe lack of investor confidence in Trico Marine and its prospects.

·Trico Marine has quadrupled its indebtedness to over $800 million in the last year and its ratio of debt to enterprise value now exceeds 90%.

·The Jones Act, which restricts foreign share ownership, limits the demand for and liquidity of Trico Marine’s shares and prevents non-U.S. shareholders from acquiring additional shares in the Company.  Trico Marine’s Jones Act fleet is a legacy business and accounts for less than 5% of the Company’s revenues.

·Trico Marine has maintained a hostile attitude toward its shareholders by adopting a poison pill in 2007 and by recently adopting restrictive advance notice bylaws.  In addition, Trico Marine’s opaque disclosure policies detract from shareholder understanding of the Company’s operations and results.

In addition to requesting two Board seats for Messrs. Sveaas and Korsvold, the letter also gives formal notice to Trico Marine of a proposal to declassify the Company’s Board of Directors, to be presented to Trico Marine’s shareholders at the next annual meeting.

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

December 23, 2008

Gentlemen:

As you know, Kistefos AS (“Kistefos”) is the beneficial owner of 3,535,959 shares, or approximately 22.8%, of the outstanding common stock of Trico Marine Services, Inc. (“Trico” or the “Company”). Kistefos is and has been the Company’s largest shareholder since it emerged from Chapter 11 reorganization in 2005.

I write today to express our deep concern about the extraordinary loss in value of the Company’s shares and about the current operations, direction, management and governance of the Company. Nevertheless, we believe that there is significant inherent value in the Company and we wish to work with management and the Board of Directors of the Company (the “Board”) to help restore it.  In our view, increased shareholder representation on the Board is a critical first step towards recovering this lost value and we request that you immediately appoint two representatives of Kistefos, Christen Sveaas and the undersigned, Åge Korsvold, to the Board.

Upon our appointment as members of the Board, we will pursue with you a plan to maximize long-term shareholder value, including a review of the Company’s governance, operations and financial structure and its strategic opportunities.  We believe that we can make a significant contribution to an analysis of the Company’s operating and financing alternatives and strategic direction from our perspective as a vested shareholder and as an experienced, industry-wise operating investor. As set out in our curricula vitae enclosed herewith as Annex I, both Mr. Sveaas and I have considerable strategic, financial and offshore services industry experience, and we believe we can substantially enhance the Board’s ability to oversee the Company.

Kistefos is an experienced long-term investor with a strong track record of value creation through successful investments in turnaround opportunities. We have been an owner and operator of anchor handlers and supply ships involved in North Sea oil exploration for over 25 years, and some years ago we owned and operated the Company’s present North Sea fleet.  Since 1989, Mr. Sveaas has been the controlling shareholder of Viking Supply Ships AS (“VSS”), an offshore services company which, through the careful build-up of its supply fleet and drilling rigs and other strategic initiatives during the early 1990s, grew into one of the largest offshore supply companies listed on the Oslo Stock Exchange.  VSS sold its supply vessels fleet and drilling rigs in the mid 1990s and today focuses on owning and operating ice breaking anchor handling vessels, platform supply vessels and North Sea standard barges.  I have led turnaround efforts in various Kistefos portfolio companies, including the shipping company Western Bulk AS and the technology companies Atex Group Ltd. and Ementor ASA.  In addition, I led Kistefos’ investment in Viking Offshore Services Ltd., a leading emergency and rescue recovery services company in the North Sea.  Over the course of our active operating involvement with Viking Offshore Services, we generated a significant return on equity investment, culminating in the sale of Viking Offshore Services in 2007 to Vroon Group B.V.  Both of us also have substantial board experience and qualifications, including in minority and independent roles, in a range of public and private companies, both in the U.S. and abroad.

To be clear, we will bring to the Board significant and relevant operating experience and a track record of generating attractive returns.  Our intention is to actively assist the Company in maximizing value over the long term for all shareholders.

While we would ask you to expedite our appointment through voluntary considered Board action, which we believe is allowed by the Company’s bylaws, we are prepared to take all appropriate steps to accomplish our election to the Board, including by shareholder action at a special meeting of shareholders if necessary.  In addition, we are today proposing that the Board take steps to permit the shareholders to vote to amend the certificate of incorporation to eliminate the classification requirement at the next annual meeting.  This proposal, of which we are required to notify the Company by December 30, is designed to bring the Company more in line with the best corporate governance standards of our day.

Background

After reaching a high of $43.23 in April 2008, the Company’s shares have lost more than 90% of their value in the past eight months. As of December 22^nd, the Company had a market capitalization of $55 million, representing a loss in value to shareholders of more than $565 million in the past eight months. In addition, following the acquisitions made in 2007 and 2008 at the peak of the market in the offshore services industry, the Company’s indebtedness has grown from under $200 million to over $800 million today and its ratio of debt to enterprise value now exceeds 90%.

The Company also has significantly underperformed its peer group in recent periods.  We do not believe that the precipitous decline in the share price can simply be attributed to the market’s overreaction in the face of the economic crisis or to the recent significant drop in energy prices.  We do in fact believe that the current share price reflects a severe lack of investor confidence in the Company and its prospects.

As is well-known to the Board, we have on numerous occasions dating back to March 2005 privately and publicly urged the Board and management to pursue actions and policies that we believe would preserve and enhance shareholder value, including many of the items addressed in this letter.  We believe that the Board should pursue specific policies to address the following problems, which, in our view, are the principal reasons for the Company’s low share price and very poor performance:

1.The Jones Act restrictions on foreign share ownership effectively operate as a limitation on demand for and liquidity of the Company’s shares and are a deterrent to the use of shares in acquisitions of non-U.S. companies.  By preventing non-U.S. shareholders from acquiring additional shares in the Company, these restrictions substantially reduce the attractiveness and value of the Company’s shares, and are a significant impediment to maximizing shareholder value. A higher share price would provide much needed flexibility to execute value-enhancing strategic initiatives.  The Board well understands that the Jones Act fleet is now a legacy business which accounts for less than 5% of the Company’s revenues and has become increasingly marginal to the future of the Company.  We believe that now is the time to close the Jones Act discount on the share price by taking concrete steps to remove the ownership restriction.

2.The Company’s operating performance has been poor relative to its peers.  We believe that this can be attributed, in part, to suboptimal Board oversight and poor operating and strategic decisions.

·The Company failed to maximize returns, despite the recent boom market, in its historical core supply fleet while making insufficient investments to renew and enhance the Trico fleet. For example, in 2005, the Company contracted for one North Sea class platform supply vessel in Norway together with an option to build an additional vessel at a favourable price.  Trico subsequently elected to build only one of the two vessels and, because of an inexcusable lack of oversight of the construction process on

management’s part, delivery of the vessel has been considerably delayed and may well fail. In addition, management failed to realize the “in the money” value of the option for the second vessel when it decided neither to exercise nor sell the option. In both cases, shareholder value has been lost.

·The Company has failed to capitalize on significant profit-making opportunities arising during the past few years in the charter markets. Margins between term and North Sea spot rates have been at record highs but, because of its bias towards long-term charters and poor operating decisions, the Company was unable to take advantage of the higher spot rates, which has adversely impacted returns.

·The Company initiated an ill-timed fundamental change in its business focus in 2007-2008 at the peak of the offshore supply services cycle by making significant acquisitions in the subsea segment.  These highly leveraged acquisitions have not been sufficiently profitable to date, have not been integrated well into the Company in order to take advantage of operating synergies and financing and tax efficiencies, and management has never adequately justified the long-term strategic rationale for these investments.  They are now adversely impacting the Company’s earnings, as results for the second and third quarter 2008 have been poor due to low subsea margins.

·In the current economic environment, the substantial indebtedness incurred in connection with these acquisitions is weighing down heavily on the share price and preventing the Company from taking advantage of the reduced share price to buy back more shares. At the same time the incurrence of substantial indebtedness with significant change of control covenants has the effect of insulating management from constructive shareholder action.

3.In our view, the Company has maintained a distinctly hostile attitude towards its shareholders since it came out of Chapter 11 reorganization in 2005, leading to, among other things, a marginalized interest among institutional investors, which has adversely impacted the share price.

·The Company has demonstrated its anti-shareholder attitude repeatedly in the past by adopting a poison pill and most recently by adopting anti-shareholder advance notice bylaws. As we said when the Board implemented the poison pill in 2007, we support good governance, but we do not consider measures such as these advance notice bylaws as exemplary of good corporate governance when they are adopted in the face of a precipitous decline in value and widespread shareholder discontent.  In fact, we would consider the recent bylaw amendment action you have taken and other similar restrictions that the Company may adopt

in response to this letter as an intentional act to diminish our and our fellow shareholders’ rights to exercise democratic shareholder control over the governance of the Company, and we are prepared to act to defend those rights.

·The share buy back program, a welcome initiative that Kistefos had called for as a constructive approach to supporting shareholder value, was never completed, as the Company refrained from buying back shares at increasingly attractive prices. Trico is now insufficiently capitalized to take advantage of low valuations. The Company has never explained to shareholders whether the program has been discontinued, and, if so, why the program was discontinued.

·The Company’s opaque disclosure policies detract from shareholder understanding of the Company’s operations and results.  Trico should adopt a more transparent presentation of its periodic results, and announce material contracts and other events on a more current basis, enabling shareholders to better understand and analyze the Company.

In summary, while we remain confident that, over the very long-term, the industry will offer the Company opportunities for organic and external growth and increased profitability, the Company faces significant challenges in the near future, including: completing the integration of its two recent major acquisitions and reduction of related indebtedness; initiating the internationalisation of the subsea operations; enhancing the quality and reach of its supply vessels operations; and returning to satisfactory profitability, all within the context of a global recession. As demonstrated by Kistefos’ track record of successful investments in the shipping and offshore services industries, both Christen Sveaas and I have considerable experience in creating long-term value.  We are prepared to put this experience to work to assist the Board in the steps that it must take now to address these challenges and take advantage of these opportunities.

Proposals

Kistefos is prepared to underscore its commitment to assisting the Company in meeting these challenges by asking its two senior officers to join the Board.  We hereby request that Christen Sveaas, Chairman of Kistefos AS, and Åge Korsvold, Chief Executive Officer of Kistefos AS, be appointed to the Board as soon as the required Board action can be taken.  As discussed herein and as set out in our curricula vitae enclosed as Annex I, both Mr. Sveaas and I have considerable relevant strategic, financial and offshore services industry experience and we are confident that we can make a decisive contribution to the Company’s long-term business success.

We believe our request can be implemented by the Board, without shareholder action, and in compliance with the Jones Act and the Company’s governing documents, by asking two current non-executive directors to step down, replacing them with our nominees and increasing the quorum requirement to five. In the longer term we would

have no objection to a modest expansion in the size of the Board so that there is no reduction in the number of non-affiliated directors. We would welcome an opportunity to discuss our request with the Company’s senior management and with the lead director and will be available to meet in person with you for that purpose at your convenience during the week of January 5.

 We also wish to give notice that pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, Kistefos intends to present the proposal attached hereto as Annex II to declassify the Board at the 2009 annual meeting of shareholders and hereby requests that the proposal be included in management’s proxy materials prepared for use at the annual meeting.  By eliminating the classified Board of Directors, the Company will permit shareholders to register their views annually on the performance of the Board of Directors and each individual director. We feel this will promote a culture of responsiveness and dynamism on the Board of Directors, qualities necessary to meet the extensive challenges that the Company faces.

As disclosed in Amendment No. 26 to Kistefos’ Schedule 13D filed with the Securities and Exchange Commission, Kistefos has held the number of shares of common stock of the Company required by Rule 14a-8 for over a year.  In addition, Kistefos intends to continue to hold such number of shares of the Company through the date on which the annual meeting is held.  I also confirm that Kistefos intends to appear in person or by proxy at the annual meeting to present the proposal.

Please do not hesitate to contact me regarding this letter. You may also direct questions or correspondence to our counsel, Frode Jensen, at Holland & Knight.

Very truly yours,

KISTEFOS AS

Åge Korsvold
Chief Executive Officer

cc:	Joseph S. Compofelice
	Myles W. Scoggins

ANNEX I

Christen Sveaas, Age 52: Mr. Sveaas is the sole equity owner and Chairman of Kistefos AS (“Kistefos”), an investment firm which he founded in 1979. Kistefos has holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development.  In addition, Mr. Sveaas owns 85% of Kistefos Traesliberi, a company engaged in forestry and related industrial activities established by his grandfather in 1889.  He serves as a senior advisor to EQT Partners AB, a Swedish private equity firm, and as a member of the Deans Council, John F. Kennedy School of Government at Harvard University.  Since 1989, Mr. Sveaas has been the controlling shareholder of Viking Supply Ships AS (“VSS”), an offshore services company which, through the careful build-up of its supply fleet and drilling rigs and other strategic initiatives during the early 1990s, grew into one of the largest offshore supply companies listed on the Oslo Stock Exchange.  He also acts as Chairman of Viking Drilling ASA and its US subsidiary Viking Offshore (USA), Inc., two companies whose assets are being sold.  Mr. Sveaas has been in the investment industry since 1979, and previously has served on the board of directors of several public companies, including Orkla ASA, Stolt-Nielsen S.A., Tschudi & Eitzen Shipping AS, Vestenfjeldske Bykreditt AS and SkipsKredittforeningen.  In addition, Mr. Sveaas is the chairman of the Anders Sveaas Charitable Foundation, and is a board member of the Kistefos Museum.  Mr. Sveaas holds an M.B.A. degree from University of St. Gallen, Switzerland.

Åge Korsvold, Age 62: Mr. Korsvold has served as the Chief Executive Officer of Kistefos since December 2001. During this time, he has overseen the expansion of Kistefos’ direct investments in the shipping and offshore services industries, and has directed the private equity and venture capital investments made by Kistefos.  Mr. Korsvold has also led efforts to increase shareholder value in various Kistefos portfolio companies, including the shipping company Western Bulk AS and the technology companies Atex Group Ltd. and Ementor ASA.  He has also led Kistefos’ investment in Viking Offshore Services, a leading emergency and rescue services company in the North Sea which was sold to Vroon Group B.V. in 2007 following a strategic turnaround plan that generated a significant return on investment.  Before joining Kistefos, Mr. Korsvold spent six years as President and Chief Executive Officer of Storebrand ASA (“Storebrand”), the largest insurance company in Norway.  In this position, he oversaw the successful restructuring of Storebrand through consolidation and increased efficiencies, and its market capitalization grew from approximately NOK 4 billion to NOK 16 billion.  Mr. Korsvold has extensive experience in industry, banking and shipping in both executive and board positions.  Mr. Korsvold holds an M.B.A. degree from the Wharton School, University of Pennsylvania.

ANNEX II

Proposal

RESOLVED that the stockholders of Trico Marine Services, Inc. (the “Company”) request the Board of Directors to take the necessary steps to provide that all directors have a one-year term of office, including approval of amendments to the Certificate of Incorporation and the Bylaws of the Company to eliminate the “classified” Board of Directors terms and submission of such amendments for stockholder approval to the extent required.

Supporting Statement

The election of corporate directors is a primary avenue for stockholders to influence corporate affairs and ensure management accountability. However, under the classified voting system at the Company, individual directors face election only once every three years, and stockholders only vote on roughly one-third of the Board of Directors each year. In our opinion, such a system serves to insulate the Board of Directors and management from stockholder input and the consequences of poor financial performance.

By eliminating the classified Board of Directors, we believe the Company will permit stockholders to register their views annually on the performance of the Board of Directors and each individual director. We feel this will promote a culture of responsiveness and dynamism, qualities necessary to meet the challenges that the Company faces.

We submit that by introducing annual elections and eliminating the classified Board of Directors at the Company, management and the Board of Directors will be more accountable to stockholders.

We believe that by aligning the interest of the Board of Directors and management with the interests of stockholders, our Company will be better equipped to enhance stockholder value.

For the above reasons, we urge a vote FOR the resolution.

Important Information

Security holders are advised to read all filings with the Securities and Exchange Commission made by Kistefos AS, which contain important information.  Copies of these filings are available at no charge at the Securities and Exchange Commission’s website at http://www.sec.gov.

About Kistefos AS

Kistefos AS is a private investment firm focused on making investments in medium-sized companies. Kistefos typically invests in turnaround opportunities and businesses that experience industry consolidation.  Kistefos has holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development.  Kistefos AS was founded in 1979 and is based in Oslo, Norway.

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