SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number 0-28732

SEABULK INTERNATIONAL, INC.

Registrant’s telephone number, including area code: (954) 523-2200

     Securities registered pursuant to Section 12(b) of the Act: None

     Securities registered pursuant to Section 12(g) of the Act: Common stock, $.01 par value

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES o NO þ

     The aggregate market value of the shares of voting stock held by non-affiliates of the registrant is approximately $46,423,265 based upon the closing market price on June 30, 2004 of $8.26 per share of common stock on the NASDAQ National Market as reported by the Wall Street Journal.

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES þ NOo

     There were 23,620,342 shares of the registrant’s common stock par value $0.01 per share outstanding, at March 31, 2005 .

Explanatory Note

          The purpose of this Amendment No. 1 on Form 10-K/A to Seabulk International, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 14, 2005, is to provide the information required by Items 10, 11, 12, 13, and 14 of Part III and the certifications required by Item 15 of Part IV of Form 10-K and to file certain additional exhibits. In addition, the Company has amended its financial statements solely to include a “Subsequent Event” note relating to the Merger (as defined below). While the Company typically incorporates this information by reference from the Company’s definitive proxy statement for its annual meeting of stockholders, the Company intends to schedule a special stockholders meeting in the second quarter of 2005 for its stockholders to approve the merger of the Company with and into a wholly-owned subsidiary of SEACOR Holdings, Inc. (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of March 16, 2005 (the “Merger Agreement”). If the stockholders approve the Merger, the Company will not hold an annual meeting of stockholders and no definitive proxy statement will distributed or filed.

          This Amendment No. 1 to the Company’s Annual Report on Form 10-K/A continues to speak as of the date of such original Annual Report on Form 10-K and, except as described above, does not change or update the previously reported financial statements or other disclosures included therein.

          Each of Items 10, 11, 12, 13, and 14 is hereby amended and restated in its entirety and Item 15 is hereby amended to include the new exhibits listed herein and the financial statements, as described above.

Table of Contents

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Part III

Item 10. Directors and Executive Officers of the Registrant.

          (a) Board of Directors

          Set forth below are descriptions of the backgrounds of our directors and their principal occupations for at least the past five years and their directorship positions as of April 1, 2005. The term of each director is one year, and each director listed below was elected at the 2004 annual meeting of stockholders, with the exception of Mr. Clare, who was appointed in October 2004, to replace Ari Benacerraf who resigned in September 2004. Pursuant to the Stockholders’ Agreement (see Item 13), Nautilus Acquisition, L.P. (which we refer to as Nautilus in this report) has designated Messrs. Clare, Durkin, Huseman and Webster as directors and C/R Marine Domestic Partnership, L.P., C/R Marine Non-U.S. Partnership, L.P., C/R Marine Coinvestment , L.P., and C/R Marine Coinvestment II, L.P. (which we refer to collectively as the C/R Entities in this report) collectively have designated Messrs. Lapeyre and Leuschen as directors. Both Nautilus and the C/R Entities are affiliates of the Company. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, all the directors will resign from serving on our board of directors and none of them will serve on the board of SEACOR Holdings, Inc.

          Mr. Kurz was elected Chief Executive Officer and a Director of the Company in April 2000, President in September 2000, and Chairman in September 2002. He formerly served as President of Mobil Shipping and Transportation Company (MOSAT), a Mobil Oil-affiliated company from which he retired in March 2000. Mr. Kurz joined Mobil in London in 1964 as a Chartering Assistant. In 1965 he was transferred to Mobil’s Marine Division in New York. After a series of assignments, he was named Vice President of Planning, Middle East and Marine Transportation, and then President of MOSAT in 1989. Mr. Kurz is past Chairman of the Marine Preservation Association and the Oil Companies International Marine Forum. He serves on the Board of Directors of the American Bureau of Shipping and chairs its Audit Committee. He previously chaired its Finance and Nominating Committees. He also serves on the Boards of the Seamen’s Church Institute and the Coast Guard Foundation. He is a founding member and Chairman of the Massachusetts Maritime Academy’s International Business Advisory Council and a member of the International Advisory Board to the Panama Canal Authority.

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          Mr. Clare, a director of the Company since October 2004, is a Vice President of Credit Suisse First Boston LLC in the Merchant Banking Group, a position he has held since January 2003. Mr. Clare joined Credit Suisse First Boston Corporation in 1999 as an associate in its Private Equity Division. Prior to joining CSFB, he was a management consultant at Bain & Company. Mr. Clare holds an M.B.A. degree from Harvard Business School and a B.A. from Haverford College. He is a director of American Ref-Fuel Holdings Corp. and several of its subsidiaries.

          Dr. Cressy, a director of the Company since March 2000, has been President and Chief Executive Officer of the Distilled Spirits Council of the United States, Inc. (DISCUS) since September 1999. Prior to joining DISCUS, he was Chancellor of the University of Massachusetts at Dartmouth for six years. From 1991 to 1993, he was President of the Massachusetts Maritime Academy. Dr. Cressy, who has a Ed.D. in education from the University of San Francisco and is a Yale graduate, is a retired U.S. Navy Rear Admiral. He joined the Navy in 1963. During his 28-year career, he held senior positions at the State Department, on Capitol Hill, at the Pentagon and held major command assignments. He concluded his naval career as Commander, Fleet Air Mediterranean and Commander, NATO Air Mediterranean during Operation Desert Storm. Dr. Cressy is a Director of the distilled spirits industry’s educational foundation, The Century Council.

          Mr. Durkin, a director of the Company since September 2002, is a Partner of Credit Suisse First Boston LLC in the Merchant Banking Group, a position he has held since July 2004. Mr. Durkin joined Credit Suisse First Boston Corporation in November 2000 upon the merger with Donaldson, Lufkin & Jenrette, where he was a Principal in the Merchant Banking Group since 2000. He served as a Vice President in the Leveraged Finance Group and other roles within investment banking since 1996. Mr. Durkin serves on the board of directors of Merrill Corporation and Prometheus Laboratories, Inc. Mr. Durkin holds an M.B.A. degree from the Wharton School at the University of Pennsylvania.

          Mr. Huseman, a director of the Company since September 2002, serves as the President and Chief Executive Officer of BASiC Energy Services, a position he has held since April 1999. Prior to that, Mr. Huseman held several executive roles at Key Energy Services and its predecessors, including serving as Chief Operating Officer between 1996 and 1999. From 1978 through 1993, Mr. Huseman held several senior operational positions at Pool Energy Services. Mr. Huseman received a B.B.A. in Accounting from Texas Tech University.

          Mr. Keiser has served as a director since March 2000. He is former Chairman of the Board of the Kerr-McGee Corporation, an international energy company, from which he retired in 1999. Mr. Keiser was previously Chairman and Chief Executive Officer of the Oryx Energy Company from 1995 to 1999, and Chief Operating Officer from 1991 to 1994. A graduate of the University of Missouri in Rolla, he joined the Sun Company, Inc. in 1965 and became Vice President of Planning and Development for Oryx when that company was spun off from Sun in 1988. Mr. Keiser is on the Board of Directors of Lone Star Technologies Inc. and a member of the Society of Petroleum Engineers.

          Mr. Lapeyre, a director of the Company since September 2002, is a Founder and Managing Director of Riverstone Holdings LLC, and is responsible for sourcing and negotiating investments, as well as post-closing financial structuring and monitoring. In addition, he serves on the Fund’s Managing Committee which is responsible for all portfolio activity. Prior to founding Riverstone in 2000, Mr. Lapeyre was a Managing Director at Goldman Sachs & Co., where he spent 14 years in the Global Energy and Power Group. Mr. Lapeyre currently serves on the board of directors of Legend Natural Gas, CDM Resources, Frontier Holdings, Mariner Energy, Stallion Oil Field Services, SemGroup and Topaz Power. Mr. Lapeyre received his B.S. degree in Finance/Economics from The University of Kentucky, and his M.B.A. from The University of North Carolina.

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          Mr. Leuschen, a director of the Company since September 2002, is a Founder and Managing Director of Riverstone Holdings LLC, and is responsible for sourcing and negotiating investments, as well as post-closing portfolio-company monitoring. In addition, he serves on the Fund’s Managing Committee responsible for all portfolio activity. Prior to founding Riverstone in 2000, Mr. Leuschen spent 22 years with Goldman Sachs. He joined the firm in 1977, founded the firm’s Global Energy and Power Group in 1982, became a Partner in 1986, and remained a Partner with the firm until leaving to found Riverstone in 2000. Mr. Leuschen has served as a Director of Frontier Drilling ASA, Legend Natural Gas, Buckeye Pipeline Partners, Mariner Energy, Inc., Belden and Blake, SemGroup, and Mega Energy LLC, as well as a significant number of other industry-related business and nonprofit Boards of Directors. He is also owner and President of Switchback Ranch LLC, an integrated cattle ranching operation in the western U.S. Mr. Leuschen received his A.B. degree from Dartmouth College, and his M.B.A. from Dartmouth’s Amos Tuck School of Business.

          Mr. Moore, a director of the Company since December 1999, is a Senior Principal of State Street Global Advisors, the head of Global Fundamental Strategies, and a member of the Senior Management Group. From 1986 through 2001, he was a Senior Vice President of State Street Research & Management Company and was head of the State Street Research International Equity Team. From 1977 to 1986 he served in positions of increasing responsibility with Petrolane, Inc., including Administrative Vice President (1977-1981), President of Drilling Tools, Inc., an oilfield equipment rental subsidiary (1981-1984), and President of Brinkerhoff-Signal, Inc., an oil well contract drilling subsidiary (1984-1986). Mr. Moore is a Chartered Financial Analyst and a Director of First Community Bank in Woodstock, Vermont. Mr. Moore holds an M.B.A. degree from Harvard Business School.

          Mr. Webster, a director of the Company since September 2002, is Chairman of Global Energy Partners, a merchant banking affiliate of CSFB Private Equity that makes investments in energy companies, and has served in that capacity since 2000. From 1998 to 1999, Mr. Webster served as Chief Executive Officer and President of R&B Falcon Corporation, and from 1988 to 1997, Mr. Webster served as Chairman and Chief Executive Officer of Falcon Drilling Corporation, both offshore drilling contractors. Mr. Webster is on the boards of directors of Brigham Exploration Company, Carrizo Oil & Gas, Inc., Goodrich Petroleum Corporation, Grey Wolf Inc., Camden Property Trust, Crown Resources Corporation, and Geokinetics, Inc. Mr. Webster also serves on the boards of several privately held companies, primarily in the energy industry. In addition, Mr. Webster serves as Chairman of Carrizo Oil & Gas, Crown Resources and BASiC Energy Services, Inc., a privately held oil and gas service company. Mr. Webster is the founder and an original shareholder of Falcon Drilling Company, Inc., a predecessor to Transocean, Inc., and is a co-founder and original shareholder of Carrizo Oil & Gas, Inc. Mr. Webster holds a B.S.I.M. from Purdue University and an M.B.A. from Harvard Business School. Mr. Webster serves on the Dean’s Advisory Board for Purdue.

          (b) Executive Officers

     The following table provides information on the Company’s current executive officers, all of whom were serving in the indicated capacities at April 1, 2005.

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     Set forth below are descriptions of the backgrounds of the executive officers and their principal occupations for at least the past five years. For a description of the background of Mr. Kurz, see “Board of Directors” above. We are not aware of any family relationships between any of the foregoing executive officers or between any executive officer and any director.

          Mr. deSostoa has been Senior Vice President and Chief Financial Officer since June 2002. He was previously President and Chief Financial Officer of Zeosoft Corporation, a provider of mobile service networks. Previously, Mr. deSostoa served as Senior Vice President and Chief Financial Officer of OMI Corporation, an international tanker operator with interests in real estate and energy. Mr. deSostoa was also Chief Financial Officer of the New York City Transit Authority and a partner with Peat Marwick, Mitchell & Co., a public accounting firm, which he joined in 1973.

          Mr. Francois has been Senior Vice President since February 2003 and President, Seabulk Offshore since January 2003. He previously served as Area Manager of domestic offshore marine operations for Tidewater Inc. Previously, Mr. Francois was Division Manager for Zapata Gulf Marine Corporation in Mexico, International Marketing Manager in London for Western Oceanic, Inc., and Area Executive for Tidewater in Egypt. He was also Marketing & Sales Manager for Dillingham Maritime, a division of the Dillingham Corporation. A Vietnam War veteran, Mr. Francois served in the United States Air Force with the rank of Captain.

          Mr. Pellicci has been Senior Vice President—Finance and Planning, and Treasurer since January 2005. He was previously Vice President—Finance and Corporate Controller of the Company, which he joined in January 2001. Mr. Pellicci also continues to serve as Chief Accounting Officer, to which he was appointed in March 2002. He previously served as Director of Corporate Finance and Corporate Controller of Caraustar Industries, Inc. in Atlanta, which he joined in 1989. Prior to that, he was a Senior Auditor with Arthur Andersen & Co. He is a Certified Public Accountant.

          Mr. Rogers has been Senior Vice President and President, Seabulk Towing since July 2002. He was previously Senior Vice President of Marketing for Seabulk Towing, which he joined in October 2001. Previously, Mr. Rogers was Managing Director of Maritime Audit Services for Carnival Corporation and President of Southern Ship Management. Mr. Rogers was successively Port Captain, Ship Manager, Assistant Vice President of Operations and Vice President of Operations for OMI Corporation, which he joined in 1986. He began his career upon graduation from the United States Merchant Marine Academy as a deck officer with Texaco Inc.

          Mr. Twaits has been Senior Vice President, General Counsel and Secretary since November 2000. He was previously Senior Vice President, General Counsel and Secretary of Premier Cruise Lines.

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Previously, Mr. Twaits was in private practice and served as General Counsel and Secretary for Carnival Corporation as well as a Director and Vice President, General Counsel and Secretary of Carnival Air Lines. Mr. Twaits has also held senior counsel positions with Crowley Maritime Corporation, Trusthouse Forte, Inc., United States Lines, Inc., and a staff counsel position at Pan American World Airways. He is a member of the Florida Bar, the District of Columbia Bar, the American Bar Association and its International Law Section, and the American Corporate Counsel Association.

          Mr. Willrich has been Senior Vice President since June 2000 and President of Seabulk Tankers since March 1998, when he was also elected a corporate Vice President. He was appointed Senior Vice President of Seabulk Tankers in August 1996. He joined the Company as Vice President of Chartering in January 1988. Previously, Mr. Willrich was employed by Diamond Shamrock Chemical Company from 1975 to 1988, where he rose to Division General Manager. Prior to his service with Diamond Shamrock, he worked for Gulf Oil Corporation as a Third Assistant Engineer on various company tankers. He has more than 28 years of experience in the management of Jones Act product tankers.

          Mr. Thyssen has been Vice President since August 2002. He is also Senior Vice President of Marketing & Sales for Seabulk Offshore and Managing Director of Seabulk Offshore, S.A. Mr. Thyssen joined the Company in 1998 when it acquired Care Offshore, where he served as Managing Director and Director of Marketing. Prior to that, he was Manager for Saunier Maritime SARL in Marseilles, a shipbroker and agent, which he joined in 1972. He is a member of the Association Francaise du Petrole.

Controlled Company Status

NASDAQ marketplace rules require that the board of directors of NASDAQ-listed companies consist of a majority of directors who are independent within the meaning of the rules. These rules also impose additional independence requirements on members of certain committees of the board. The Company has determined that, except with respect to the required independence of members of the Audit Committee, it is exempt from the application of these rules as a “controlled company,” as defined in the rules. The Company believes it qualifies as a controlled company under NASDAQ rules because more than 50% of the voting power of its capital stock is held by Nautilus and the C/R Entities.

Committees of the Board

          The Board of Directors supervises the management of the Company as provided by Delaware law. The Board of Directors has four committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Finance Committee.

          Audit Committee. The Audit Committee hires the Company’s independent registered public accounting firm; oversees the Company’s financial reporting process and reports the results of its activities to the Board; reviews the work of, and approves audit services performed by, the independent registered public accounting firm; oversees the work of the Company’s internal audit department; makes recommendations to the Board relating to the Company’s reporting and control processes; and administers the Company’s policy with respect to transactions with affiliated persons and with respect to grievances relating to accounting and controls. Its current members are Messrs. Moore (Chairman), Cressy and Keiser. The Board of Directors has determined that each member is independent as defined by the rules of the Securities and Exchange Commission and NASDAQ Stock Market. The Board of Directors has also determined that Mr. Moore is an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission and NASDAQ. The Company’s Code of Business Conduct includes a hotline number for accounting and controls grievances. The Chairman of the Audit Committee can be contacted directly about such grievances through procedures described in the Code of Business Conduct.

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          Compensation Committee. The Compensation Committee reviews and recommends to the Board of Directors the compensation and benefits of all executive officers of the Company and general policy matters relating to compensation and benefits of employees of the Company. The Compensation Committee supervises the administration of the Company’s Management Annual Incentive Compensation Plan by reviewing and recommending for approval by the Board bonuses consistent with that Plan. The Compensation Committee has oversight responsibility for the Amended and Restated Equity Ownership Plan and reviews and approves grants under that Plan for review and ratification by the Board. Together with the CEO, the Compensation Committee is also responsible for executive succession planning. Its current members are Messrs. Keiser (Chairman), Lapeyre and Webster.

          Finance Committee. The Finance Committee reviews and advises the Board and the Company’s management on the Company’s financial policies, plans and programs, capital structure, and tax policies, as well as the Company’s credit facilities, credit ratings, insurance programs, investment management of the Company’s benefit plans and related matters. Its current members are Messrs. Moore (Chairman), Cressy, Durkin and Lapeyre.

          Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews and advises the Board and the Company’s management on the Company’s external affairs programs, such as legal and regulatory compliance, communications and crisis planning programs, as well as the Company’s strategic initiatives. It also monitors the Company’s investor relations initiatives, corporate governance procedures, and internal, non-accounting grievance procedures. Its Chairman can be contacted directly through procedures in the Code of Business Conduct for ethics and conflicts of interest grievances. The Committee monitors compliance with SEC and NASDAQ governance policies. The Committee also reviews director qualifications and performance, and recommends candidates for appointment and election to the Board of Directors, subject to the terms of the Stockholders Agreement among the Company and the Investors dated as of September 13, 2002. The Committee also nominates members to the committees of the Board, and monitors committee performance of members. Its current members are Messrs. Cressy (Chairman), Leuschen and Webster.

Code of Business Conduct

          The Board of Directors has a Code of Business Conduct that is applicable to all directors, officers and employees of the Company, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct is intended, among other things, to promote ethical conduct and deter wrongdoing as set forth in Item 406(b) of Regulation S-K of the rules of the Securities and Exchange Commission. The Code of Business Conduct is posted on the Company’s website at www.seabulkinternational.com.

          If the Company makes any amendments to the Code of Business Conduct that relate to the standards enumerated in Item 406(b) of Regulation S-K of the rules of the Securities and Exchange Commission, other than technical, administrative, or other nonsubstantive amendments, or grants any waivers from such provisions of the Code to the Company’s principal executive officer, principal financial officer and principal accounting officer, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website within five business days or as otherwise required by the SEC or NASDAQ.

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and persons who beneficially own more than 10% of the Company’s common stock to file reports of ownership and subsequent changes with the Securities and Exchange Commission. Based only on a

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review of copies of such reports and written representations delivered to the Company by such persons, the Company believes that there were no violations of Section 16(a) by such persons during 2004.

Required Certifications

     We have filed as exhibits to this Form 10-K/A for the year ended December 31, 2004, the certifications of our Chief Executive Officer and Chief Financial Officer required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2004.

Item 11. Executive Compensation.

Summary Compensation Table

          The following table sets forth, with respect to the Chief Executive Officer and each of the four other most highly compensated individuals serving as executive officers whose annual remuneration exceeded $100,000 (the “Named Executives”), the compensation earned for services rendered during the years 2002 through 2004.

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Stock Option Grants in 2004

          The following table contains information concerning stock options granted to each of the Named Executives in 2004.

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Year-end Option Values

          The following table contains information concerning year-end value of unexercised options for each of the Named Executives. No options were exercised in 2004 by any of the Named Executives.

          Upon a qualified termination within two years after the effective time of the Merger, all outstanding options will vest and become exercisable for shares of common stock of SEACOR Holdings, Inc., subject to the exchange ratio of (1) 0.2694 shares of SEACOR common stock for each share of Company common stock and (ii) $4.00 in cash.

Stock Grants in 2005

          On January 19, 2005 the Compensation Committee granted stock options for 54,000 shares at a market value of $12.70 per share that vest ratably over three years and restricted stock for 63,000 shares that become non-forfeitable ratably over three years, to the five Named Executives under the Company’s Amended and Restated Equity Ownership Plan. The Board of Directors ratified the grants on January 20, 2005.

Employment and Severance Agreements

          The Company has an Employment Agreement, as amended, with Mr. Kurz to serve as President and Chief Executive Officer. The Agreement, which expires September 13, 2007, provides for an annual base salary of $500,000, subject to annual review by the Board of Directors for possible upward adjustment based on Company policy and contributions made by Mr. Kurz. Mr. Kurz is eligible for a bonus targeted to 100% of his base salary, based upon the Company’s achievement of performance targets agreed upon annually. If Mr. Kurz’s employment is terminated by the Company “without cause” or for “good reason” (each as defined in the agreement), he is entitled to an amount equal to the sum of two times his annual base salary plus two times his annual maximum bonus for the year in which termination occurs. During 2004 the Employment Agreement was amended to provide that (1) his stock options and restricted stock become exercisable and non-forfeitable, respectively, in full upon termination within two years after a change of control, as defined; (2) such options remain exercisable for thirty-six months after termination; (3) any excess parachute excise tax imposed is subject to a gross-up payment provision payable by the Company; and (4) his severance payment for termination within two years after a change of control shall be in a single lump sum. In April 2005 the Employment Agreement was further amended to provide for payment of 100% of the 2005 maximum incentive award for 2005 performance under the Company’s Management Annual Incentive Compensation Plan for the 2005 calendar year, pro rata to date of termination should he terminate in 2005; and for payment of unused vacation days accrued during the year of termination.

          In April, 2003 the Company entered into Severance Agreements with four executive officers – Vincent deSostoa, Senior Vice President and Chief Financial Officer, Larry Francois, Senior Vice President and President — Seabulk Offshore, Hubert Thyssen, Senior Vice President —Seabulk Offshore, and Alan R. Twaits, Senior Vice President, General Counsel and Secretary; and in May 2004 entered into

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Severance Agreements with three other executive officers – Michael Pellicci, Senior Vice President — Finance and Planning, Treasurer and Chief Accounting Officer; Kenneth Rogers, Senior Vice President and President — Seabulk Towing; and L. Stephen Willrich, Senior Vice President and President — Seabulk Tankers. These Severance Agreements provide for severance payments in the amount of one year’s base salary and one year’s bonus based on the last full year’s bonus. The executive also receives the gross-up of certain payments which may be subject to excise taxes under the Internal Revenue Code as “parachute payments” so that the executive receives the same amount he would have received had there been no applicable excise taxes; and medical plan coverage for one year with the same employee contribution requirements as prior to any involuntary termination without cause. The Agreements also provide that all outstanding options become exercisable upon termination after a change of control, and that such options remain exercisable for thirty-six months after termination. The Agreements have an initial term of two years, with renewals for additional two-year terms unless terminated by the Company before expiration of the renewal period. In April 2005 the Severance Agreements were amended to provide for payment of 100% of the 2005 maximum incentive award specified for each executive for 2005 performance under the Company’s Management Annual Incentive Compensation Plan for the 2005 calendar year, pro rata to date of termination should he terminate in 2005; and for payment of unused vacation days accrued during the year of termination. The Severance Agreements do not require shareholders’ approval.

Other Amendments in 2005

          In April 2005 the Amended and Restated Equity Ownership Plan was amended to eliminate a provision which could potentially limit the vesting of stock options already granted in order to avoid potential gross up payments by the Company for excess parachute excise taxes under the Internal Revenue Code upon termination of certain executives.

          In April 2005 the Stock Option Agreements for employees with stock options were amended to eliminate a provision which could potentially limit the vesting of stock options already granted in order to avoid potential gross up payments by the Company for excess parachute excise taxes under the Internal Revenue Code upon termination of certain executives; and to eliminate a provision permitting the Company to repurchase the shares acquired by an employee after exercise of his options upon termination of the employee.

          In April 2005 the Stock Option Plan for Directors was amended to permit appropriate adjustments of options to convert to options and stock of the company with which the Company is merging.

          In April 2005 the Executive Deferred Compensation Plan was revised to permit stock units in the Plan to be converted into the stock of the company with which the Company is merging.

Director Compensation

          Directors not employed by the Company are paid an annual retainer of $24,000 plus $1,500 per Board meeting and $1,000 per Committee meeting ($750 and $500, respectively, if telephonic) attended. They are reimbursed by the Company for reasonable out-of-pocket expenses incurred for attendance at such meetings in accordance with Company policy. All Committee chairmen not employed by the Company are also paid an annual retainer of $5,000.

          Under the Stock Option Plan for Directors, each non-employee director is granted annual stock options exercisable for 4,000 shares on every Annual Meeting date. The Chairman of the Board of Directors, if a non-employee, is entitled to receive annual stock options for 8,000 shares. In 2004 each non-employee director was granted options to purchase 4,000 shares. In his initial year, a director is granted options to purchase 10,000 shares on the date of the Annual Meeting. All director options vest on the anniversary of each grant. Therefore, all director options will have vested before the effective time of the merger.

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     The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of April 1, 2005 by (i) each person who is known by the Company to be the beneficial owner of more than five percent of the Company’s outstanding Common Stock, (ii) each director of the Company, (iii) each Named Executive, and (iv) all directors and executive officers of the Company as a group. Except as otherwise indicated, the Company believes that the beneficial owners of the Common Stock listed, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

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Equity Compensation Plan Information

          The following table provides information as of April 1, 2005 about the shares of the Company’s common stock issuable under the equity compensation plans maintained for employees and directors.

Change of Control

          On March 16, 2005, the Company and SEACOR Holdings, Inc. (“SEACOR”), entered into a merger agreement (the “Merger Agreement”) with SBLK Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of SEACOR (“Merger Sub”) and CORBULK LLC, a Delaware limited liability company and a direct , wholly owned subsidiary of SEACOR (“LLC”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a direct, wholly owned subsidiary of SEACOR (the “Merger”). A special meeting of stockholders of the Company is expected to be scheduled in June 2005 to consider and approve the Merger. The Merger, if it is approved by the stockholders of the Company and SEACOR and it is completed as anticipated by the Company, will constitute a change of control of the Company.

Item 13. Certain Relationships and Related Transactions.

          As part of the equity investment transaction completed in September 2002, the Company, the investors, Nautilus, the C/R Entities and Gerhard Kurz entered into a Stockholders Agreement dated as of September 13, 2002 which included provisions relating to the right of the investors to designate the majority of the directors on the Board of Directors, independent director oversight of affiliated party transactions, certain protective rights to minority shareholders, and related amendments to the Company’s Certificate of Incorporation and By-laws.

Item 14. Principal Accountant Fees and Services.

          Ernst & Young, LLP (“E&Y”) is the independent registered public accounting firm that audits the financial statements of the Company and its subsidiaries and is the principal accountant for the audit of the Company.

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          Aggregate fees for professional services rendered by E&Y for the Company in 2004 and 2003 were:

          Audit fees relate to the audit services and quarterly reviews, as well as the preparation of comfort letters, consents and review of documents filed with the SEC.

          Audit-related fees relate primarily to the audits of the Company’s benefit plans and accounting research and consultation.

          Tax fees relate to tax planning and consulting services and preparation and review of our tax returns.

          All other fees relate to services not classifiable under the other categories listed in the table above. No such services were rendered by E&Y during the last two years.

          The Audit Committee pre-approves all audit, audit-related, and non-audit services provided by the Company’s independent registered public accounting firm prior to the engagement of the independent registered public accounting firm with respect to such services. In addition to separately approved services, the Audit Committee’s pre-approval policy provides for pre-approval of specifically described audit, audit-related, and non-audit services on an annual basis. The policy authorizes the Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. None of the services described above were approved by the Audit Committee under the de minimis exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.

16

Part IV

Item 15. Exhibits, Financial Statement Schedules.

     (a)     Financial Statements and Schedules. See Index to Consolidated Financial Statements and Schedules which appears on page F-1 herein.

     (b)     Lists of Exhibits. The following is a list of exhibits furnished. Copies of exhibits will be furnished upon request of any stockholder at a charge of $0.25 per page plus postage. The Company hereby files as part of this Form 10-K/A the exhibits required by Item 15(c) listed below. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the Commission, 450 Fifth Street N.W., Room 1024, Washington, D.C. 29549 and at the Commission’s regional office at CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of such material can also be obtained from the Public Reference Section of the Commission, 450 Fifth Street N.W., Washington, D.C. 29549, at prescribed rates.

17

EXHIBIT INDEX

18

19

20

21

22

SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed on behalf of the registrant by the undersigned, thereunto duly authorized, on the 20^th day of April, 2005.

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

23

Seabulk International, Inc. and Subsidiaries

Index to Consolidated Financial Statements

All schedules have been omitted because the information is not applicable or is not material or because the information required is included in the consolidated financial statements or the notes thereto.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Seabulk International, Inc. and Subsidiaries

     We have audited the accompanying consolidated balance sheets of Seabulk International, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, cash flows, and changes in stockholders’ equity, for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Seabulk International, Inc. and Subsidiaries at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

     As described in Note 2, the Company restated the accompanying consolidated statements of cash flows for the years ended December 31, 2003 and 2002.

F-2

SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value data)

See notes to consolidated financial statements.

F-3

SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

See notes to consolidated financial statements.

F-4

SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

F-5

SEABULK INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)