<PAGE>

<TABLE> 
    <C>     <S>  
    23(d)   --  Consent of KPMG Peat Marwick with respect to the consolidated
                financial statements of Tidewater.
 
    24+     --  Powers of attorney.
</TABLE>

 
     
ITEM 17.  UNDERTAKINGS      
    
          (a)  The undersigned registrant hereby undertakes:     
    
               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:      
    
                   (i)   To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;      
    
                   (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement; and 
     
    
                   (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;      
    
          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.      
    
               (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.      
    
               (3) To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.      
    
          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.      
    
          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of      

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