Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective May 7, 2009, Tidewater Inc. (the "Company") revised its Code of Business Conduct and Ethics (the "Revised Code of Business Conduct"). The Company, as part of its corporate governance practices, periodically reviews the Code of Business Conduct. As a result of that review, the Company's Board of Directors approved revisions or additions to certain sections of the prior Code of Business Conduct. The revised Code is similar to the existing Code of Business Conduct and Ethics. Primarily, the Code has been updated to expand certain provisions and reorganized around certain compliance "themes," and certain sections have been added to include issues of particular importance to Tidewater (e.g., U.S. economic sanctions and export control laws, anti-terrorism and anti-money laundering laws, customs laws). A copy of the Revised Code of Business Conduct is attached as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference. The Revised Code of Business Conduct is also available on the Company's website at www.tdw.com by clicking on "Governance" and then "Code of Business Conduct and Ethics."

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

14.1 Code of Business Conduct and Ethics of Tidewater Inc.

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