Sec Form 4 Filing - TAYLOR DEAN E @ TIDEWATER INC - 2012-02-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TAYLOR DEAN E 2. Issuer Name and Ticker or Trading Symbol TIDEWATER INC [ TDW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O TIDEWATER INC., 601 POYDRAS ST., SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2012 (Street) NEW ORLEANS, LA70130 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/10/2012 M( 1 ) 54,892 A $ 40.28 263,309 ( 2 ) D Common Stock 02/10/2012 S( 1 ) 54,892 D $ 59.9505 ( 3 ) 208,417 D Common Stock 02/13/2012 M( 1 ) 17,626 A $ 40.28 226,043 D Common Stock 02/13/2012 S( 1 ) 17,626 D $ 60.03 208,417 D Common Stock 3,957 I As Custodian for Children ( 4 ) Common Stock 4,472.907 I By Trustee ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 40.28 02/10/2012 M( 1 ) 54,892 03/27/2003( 6 ) 03/27/2012 Common Stock 54,892 $ 0 17,626 D Stock Option (Right to Buy) $ 40.28 02/13/2012 M( 1 ) 17,626 03/27/2003( 6 ) 03/27/2012 Common Stock 17,626 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TAYLOR DEAN E C/O TIDEWATER INC. 601 POYDRAS ST., SUITE 1900 NEW ORLEANS, LA70130 X President Signatures Dean E. Taylor by: Bruce D. Lundstrom - Agent and Attorney in Fact 02/14/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously entered into by the Reporting Person. These options would have expired if not exercised by March 27, 2012. ( 2 )The total number of shares shown on this Form 4 as directly beneficially owned by the Reporting Person includes two option exercises (one on 1/6/2010 for 10,000 shares, and a second on 4/30/2010 for 15,000 shares) that were erroneously omitted from the reporting person's Forms 4 until Forms 4/A were filed on January 30, 2012. ( 3 )This transaction was executed in multiple trades at prices ranging from $59.95 to $59.96322. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 4 )The Reporting Person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or any other purpose. ( 5 )Acquired on a periodic basis by the Trustee of the Tidewater 401(k) Savings Plan. Includes shares acquired for the account through January 31, 2012. ( 6 )The options vested in three equal annual installments beginning on the date indicated.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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