SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C. 20549


                                FORM 8-K/A

                              CURRENT REPORT


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


         Date of Report (Date of earliest event reported): December 9, 1999



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



     Delaware                     0-28732                     65-0966399
   (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 3 of the  Company's  Current  Report on Form 8-K,  dated and filed
with the  Securities  and Exchange  Commission  on December 27, 1999,  is hereby
amended, modified and restated in its entirety as follows:

Item 3.  Bankruptcy or Receivership.

         On  December  9,  1999,  the  United  States  Bankruptcy  Court for the
District of Delaware (the "Bankruptcy  Court") confirmed the First Amended Joint
Plan of Reorganization  (the "Plan") proposed by Hvide Marine  Incorporated (the
"Company") and its subsidiary and affiliate  debtors in their  proceedings under
Chapter 11 of the United States  Bankruptcy Code (the  "Bankruptcy  Code") (Case
No. 99-3024(PJW)). For additional information, see the Company's Current Reports
on Form 8-K dated September 21 and October 12, 1999, and its Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999 (the "Third Quarter 10-Q").

         The Plan provides that holders of the Company's  83/8% Senior Notes due
2008 will exchange  their Senior Notes for  9,800,000  shares of common stock of
the reorganized  Company  ("Reorganized  HMI"),  representing  98% of its common
equity;  holders  of the  Trust  Convertible  Preferred  Securities  issued by a
subsidiary  of the  Company  will  receive  200,000  shares of  common  stock of
Reorganized  HMI,  representing 2% of its common equity,  as well as warrants to
purchase an additional 125,000 shares; and holders of the Company's Common Stock
will receive  warrants to purchase 125,000 shares of common stock of Reorganized
HMI. The warrants will be  exercisable  at $38.49 per share and will have a term
of four years.  In addition,  warrants to purchase  6.75% of the common stock of
Reorganized  HMI, that are exercisable at a nominal purchase price for a term of
seven and one-half years,  were issued to purchasers of the Company's new senior
secured  second  lien notes as  described  below.  The Plan also  provides  that
general and trade creditors will be paid in full.

         Consummation  of the Plan is  subject to  various  conditions  that are
required to be satisfied or waived  prior to 60 days  following  the December 9,
1999 confirmation of the Plan by the Bankruptcy Court. However,  there can be no
assurance that the Plan will be consummated, by that time or at all.

         The above  discussion  is qualified in its entirety by reference to the
Plan (including the Supplement  thereto  appended to the Order of the Bankruptcy
Court  filed as an exhibit  to the  Company's  Current  Report on Form 8-K dated
December 27, 1999, and incorporated by reference herein).

         As  required  by the Plan,  the Company  has  obtained  exit  financing
facilities totaling $310.5 million from a group of financial institutions led by
Deutsche  Bank  Securities,  Inc.  The  closing of such  financing  occurred  on
December 15, 1999. The  facilities  consist of $200 million in term loans, a $25
million revolving credit facility (the "Bank Facilities"),  and $85.5 million of
the Company's 12 1/2% Senior Secured Notes due 2007 (the "Notes").  A portion of
the proceeds from these  facilities was used to refinance  borrowings  under the
Company's  debtor-in-possession  credit facility and to pay  administrative  and
other fees and expenses, and the balance of the proceeds will be used for future
working capital.

         The terms of the Bank  Facilities  are set forth in a Credit  Agreement
dated  December 15, 1999,  among the Company,  Deutsche  Bank  Securities,  Inc.
acting as Lead  Arranger and Book Manager,  Bankers Trust Company  acting as the
Administrative Agent, MeesPierson Capital Corp. acting as the Syndication Agent









and  Co-Arranger and various  persons as Lenders (the "Credit  Agreement").  The
Credit  Agreement  provides for an A, B and C Term Loan Facility and a Revolving
Loan Facility,  in the amounts of $75 million,  $30 million, $95 million and $25
million,  respectively.  Pursuant to the Credit  Agreement,  the A, B and C Term
Loan Facilities must be reduced in accordance with amortization  schedules of 5,
6 and 7 years, respectively, and the Revolving Loan Facility will mature 5 years
from the effective date of the Plan.

         The interest rate for borrowings under the Credit Agreement is set from
time to time at the Company's option (subject to certain conditions set forth in
the  Credit  Agreement)  at  either:  (i)  the  higher  of  the  rate  that  the
Administrative  Agent  announces from time to time as its prime lending rate and
1/2 of 1% in excess of the overnight  federal funds rate,  plus a margin ranging
from 2.25% to 4.25%  (referred to in the Credit  Agreement as the Base Rate), or
(ii) a rate based on a percentage (determined by certain reserve requirements of
the  Federal  Reserve  System)  of  the  Administrative   Agent's  quotation  to
first-class  banks  in the New  York  interbank  Eurodollar  market  for  dollar
deposits,  plus a margin ranging from 3.25% to 4.25%  (referred to in the Credit
Agreement as the Eurodollar  Rate).  Borrowings  under the Credit  Agreement are
secured by first priority  perfected  security interests in substantially all of
the  stock  or  equity  interests  of the  Company's  subsidiaries  and by first
priority  perfected  security  interests in substantially all other tangible and
intangible   assets  of  the  Company  and  its   subsidiaries.   In   addition,
substantially  all  of the  Company's  direct  and  indirect  subsidiaries  have
guaranteed  the Company's  obligations  under the Credit  Agreement.  The Credit
Agreement  contains  customary  covenants that require the Company,  among other
things,  to meet  certain  financial  ratios and that  prohibit the Company from
taking  certain  actions and entering into certain  transactions.  The foregoing
description of the Credit Agreement is qualified in its entirety by reference to
the Credit  Agreement,  which was filed as an exhibit to the  Company's  Current
Report on Form 8-K dated December 27, 1999.

         The Notes are senior  obligations  of the Company that are secured by a
second  priority  lien on the  property,  plant and  equipment  that secures the
Credit  Agreement.  The  Notes  are  unconditionally  guaranteed  by  all of the
Company's  direct and  indirect  subsidiaries  that have  guaranteed  the Credit
Agreement.  The Notes were issued at 90% of their face value for gross  proceeds
of $85.5 million.  The Notes were issued pursuant to an Indenture dated December
15, 1999, among the Company,  the subsidiary  guarantors,  State Street Bank and
Trust Company as Trustee and Bankers Trust Company as the Collateral  Agent (the
"Indenture").  The Indenture  contains certain  customary  covenants that, among
other  things,  restricts  the  Company in  connection  with the  incurrence  of
additional indebtedness,  asset sales, mergers and transactions with affiliates.
The foregoing descriptions of the Notes and the Indenture are qualified in their
entirety by  reference  to the  Indenture,  which was filed as an exhibit to the
Company's  Current Report on Form 8-K dated December 27, 1999. As  consideration
for the purchase of the Notes and as compensation for certain advisory fees, the
Company issued  warrants to the purchasers of the Notes to purchase 6.75% of the
common stock of Reorganized HMI at an exercise price of $.01 for a term of seven
and one-half years. The Company also agreed to register for resale the Notes and
the common stock underlying the warrants.

         Information  regarding the number of shares of the Company  outstanding
appears in the Plan (filed as an exhibit to the Third  Quarter  10-Q),  which is
incorporated by reference herein. No shares of the Company or of Reorganized HMI
have been or are to be  reserved  for future  issuance  in respect of claims and
interests  filed and allowed  under the Plan.  Information  as to the assets and
liabilities of the Company appears in the Plan and in the Third Quarter 10-Q.










Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         The following is being filed as an exhibit to this Report:

          4.1*    Indenture for the 12 1/2% Senior Secured Notes due 2007, dated
                  December  15,  1999 among  Hvide  Marine  Incorporated  as the
                  Issuer, the Subsidiary Guarantors named therein,  State Street
                  Bank and  Trust  Company  as the  Trustee  and  Bankers  Trust
                  Company as the Collateral Agent.

         4.2*     Warrant  Agreement,  dated  December 15, 1999,  between  Hvide
                  Marine Incorporated and State Street Bank and Trust Company as
                  Warrant Agent.

         10.1*    Credit Agreement,  dated December 15, 1999, among Hvide Marine
                  Incorporated,  Bankers Trust Company as Administrative  Agent,
                  Deutsche  Bank  Securities  Inc.  as Lead  Arranger  and  Book
                  Manager,  Meespierson  Capital Corp. as Syndication  Agent and
                  Co-Arranger  and the various persons from time to time parties
                  to the agreement as Lenders.

         10.2*    Common Stock Registration Rights Agreement, dated December 15,
                  1999,   among  Hvide  Marine   Incorporated,   Bankers   Trust
                  Corporation and Great American Life Insurance  Company,  Great
                  American Insurance Company, New Energy Corp.,  American Empire
                  Surplus Lines Insurance Company,  Worldwide  Insurance Company
                  and American National Fire Insurance Company as Purchasers.

         10.3*    Registration  Rights  Agreement for the 12 1/2% Senior Secured
                  Notes due 2007,  dated  December 15, 1999,  among Hvide Marine
                  Incorporated,  Bankers Trust  Corporation  and Great  American
                  Life Insurance Company,  Great American Insurance Company, New
                  Energy Corp., American Empire Surplus Lines Insurance Company,
                  Worldwide   Insurance   Company  and  American  National  Fire
                  Insurance Company as Purchasers.

         99.1*    Order, dated December 9, 1999, of the United States Bankruptcy
                  Court  for the  District  of  Delaware,  confirming  the First
                  Amended  Joint Plan of  Reorganization  in In re: Hvide Marine
                  Incorporated,  et al., Case No. 99-3024  (PJW),  including the
                  Supplement to such Plan.



* Filed as an exhibit to the Company's Current Report on Form 8-K dated December
27, 1999.









                                   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: December 30, 1999