SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported):  July 8, 1999



                             HVIDE MARINE INCORPORATED
               (Exact name of registrant as specified in its charter)



     Florida                                0-28732              65-0524593
(State or other                       (Commission File          (IRS Employer
jurisdiction of                             Number)          Identification No.)
incorporation)



         2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316
                 (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code: 954.524.4200







Item 5.           Other Events.

         HMI Finance Co. ("HMI"), a limited-purpose corporation, intends to make
a private  offering of First  Priority  Senior Secured Notes due 2004 and Second
Priority Senior Secured Discount Notes due 2004. If the offering is successfully
completed,  HMI will use the proceeds to purchase the  Registrant's  outstanding
indebtedness  under its bank credit  facility,  which will be amended to reflect
generally  the terms of such notes.  The  following  discussion  summarizes  the
events  leading to the  offering,  the purpose of the offering and other matters
relating to the Registrant's lack of liquidity.

         Since  mid-1998,  there has been a severe  downturn in offshore oil and
gas exploration,  development and production activities in the Gulf of Mexico. A
similar  downturn began in late 1998 in international  markets.  These downturns
are  primarily a result of a worldwide  decline in oil and gas prices.  This has
resulted in a substantial  decline in offshore  energy  support vessel day rates
and  utilization,  which  has  adversely  affected  the  Registrant's  operating
results.  For supply  boats  operated by the  Registrant  in the Gulf of Mexico,
average  day rates  declined  from  $8,475  during the first  quarter of 1998 to
$4,530 in the first quarter of 1999, while utilization declined from 86% to 70%.
For anchor  handling  tug/supply  boats  operated by the  Registrant  in foreign
waters,  average day rates  declined from $5,505 in the first quarter of 1998 to
$4,817 in the first quarter of 1999, while utilization declined from 75% to 61%.
As a result, the Registrant  experienced a decline in revenue from $86.5 million
for the first quarter of 1998 to $82.2 million for the first quarter of 1999 and
a decline in EBITDA from $32.2  million to $18.0  million for the same  periods.
The Registrant reported a net loss of $9.1 million for the first quarter of 1999
as  compared  to net income of $6.5  million  for the same  period in 1998.  The
Registrant  experienced  further declines in vessel day rates and utilization in
some of its operating sectors during the second quarter of 1999.

         For the nine months ending December 31, 1999, the Registrant  estimates
that, in addition to working capital requirements, its cash requirements will be
approximately  $104.8  million,  consisting of  approximately  $73.1 million for
principal and interest  payments on its debt (at current  rates),  approximately
$10.0 million for vessel  construction (or up to approximately  $19.2 million if
pending  sales are not  consummated),  approximately  $19.5  million  for vessel
maintenance  and  improvements,   and  approximately  $2.2  million  for  vessel
operating lease  obligations.  Assuming that industry  conditions do not improve
significantly,  the Registrant's cash flow from operations and cash on hand will
not be sufficient  to satisfy its  short-term  working  capital  needs,  capital
expenditures, debt service requirements and lease and other payment obligations.

         Further,  as a result of the decline in the Registrant's  revenue,  the
Registrant  has not been in  compliance  since  March  31,  1999,  with  certain
covenants  contained in its bank credit  facility.  The lenders have waived this
noncompliance  until July 30, 1999. The Registrant's  independent  auditors have
qualified  their report  accompanying  the  Registrant's  financial  statements,
stating that the Registrant's  reduction in revenues and noncompliance with such
covenants raise substantial doubt about the Registrant's  ability to continue as
a going concern.

         The  private  offering  described  above  is  intended  to  reduce  the
Registrant's near-term cash requirements. It is anticipated that the notes to be
issued in the offering will require no amortization of









principal, and that interest on a portion of the notes will not be payable for a
period of three years.  Because the amended  credit  facility will reflect these
terms of the notes,  the Registrant will no longer be required to make quarterly
payments of  principal  under the term loan  portion of the credit  facility and
will not be  required  for three  years to make cash  payments  of interest on a
portion of the  indebtedness  outstanding  under such  facility.  The Registrant
estimates that this will result in a reduction of its cash payments of principal
and interest of $45.5 million for the nine months  ending  December 31, 1999 and
$43.1 million for 2000. There is no assurance,  however,  that the offering will
be  successfully  completed.  Moreover,  even  if  successfully  completed,  the
offering  will not be  sufficient  to satisfy the  Registrant's  near-term  cash
needs. Accordingly, the Registrant will continue to pursue the plan it initiated
in the fourth quarter of 1998 to improve its liquidity.

         This plan  includes:  (i) selling six vessels and three  vessels  under
construction  for  estimated  gross cash  proceeds of $17.4  million (and a $9.2
million  reduction in future vessel  construction  payment  obligations),  which
sales are anticipated to be completed by the end of July 1999, provided that all
conditions to such sales have been  satisfied;  (ii)  identifying  other vessels
that may be sold  for  cash;  (iii)  curtailing  or  deferring  certain  capital
expenditures  such  as  drydocking   (consistent  with  safety  and  operational
considerations);  (iv) seeking to cancel construction of three new vessels;  (v)
reducing  operating and overhead  expenses through the  implementation of salary
reductions,  a hiring freeze and selected layoffs; (vi) strengthening efforts to
collect  receivables;  and (vii) electing to defer  interest  payments under the
Registrant's  Trust  Preferred  Securities.   The  Registrant  is  also  seeking
additional means of financing and is in discussions with respect thereto.

         The Registrant believes that the amendments to its bank credit facility
contemplated  by the private  offering,  together with the plan outlined  above,
will better  position the  Registrant to meet its near-term  cash  requirements.
However,  because various factors,  including  conditions in the offshore energy
support  industry,  general  economic  conditions  and the  cooperation of third
parties,  are beyond the  Registrant's  control,  there can be no assurance that
these measures will succeed in remedying the Registrant's lack of liquidity.  If
the  Registrant  is  unable  to meet its cash  requirements,  it will  likely be
required to seek protection from its creditors under applicable bankruptcy laws.










                                   SIGNATURES

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


                                       HVIDE MARINE INCORPORATED
                                               (Registrant)



                                       By s/  John H. Blankley
                                              John H. Blankley
                                         Executive Vice President and
                                             Chief Financial Officer


Dated: July 9, 1999