CERTIFICATE OF AMENDMENT TO CERTIFICATE
        OF LIMITED PARTNERSHIP FOR: SEABULK TRANSMARINE PARTNERSHIP, LTD.
                     (Certificate filed September 17, 1985)


         THIS  ASSIGNMENT,  made and entered  into as of the 1st day of January,
1991, by and between J. ERIK HVIDE  (hereinafter  referred to as "Assignor") and
SEABULK TANKERS, LTD. a Florida limited partnership,  having its principal place
of business at 2200 Eller Drive,  Fort  Lauderdale,  Florida 33316  (hereinafter
referred to as "Assignee").

                                W I T N E S S E T H:

     WHEREAS,  Assignor  is the  owner  of One  hundred  sixty-five  thousandths
percent  (.165%)  limited  partnership  interest  (the  "Interest")  in  Seabulk
Transmarine   Partnership,   Ltd.   (sometimes   referred   to   herein  as  the
"Partnership"); and

         WHEREAS,  Assignor  desires  to sell and  assign  the  Interest  in the
Partnership  to Assignee  subject to the terms and  conditions of this Amendment
and Assignment; and

         WHEREAS,  the Assignee desires to receive an assignment of the Interest
subject  to and in  accordance  with  the  terms  of the  Partnership's  limited
partnership  agreement  dated the 30th day of August,  1985,  (the  "Partnership
Agreement"),

         NOW THEREFORE,  in  consideration  of the sum of  Twenty-four  Thousand
Seven Hundred Fifty and 00/100 Dollars  ($24,750.00) and other good and valuable
consideration,  the respective receipt of which is hereby  acknowledged by each,
the parties agree as follows:

         1. The above and foregoing preamble is hereby incorporated by reference
herein.

         2. Assignor hereby sells,  assigns and conveys all of its right, title,
privileges,  duties,  obligations,  and  interest in and to the  Interest in the
Partnership  to Assignee,  which accepts the sale,  assignment and conveyance of
the  Interest and agrees to be bound by all of the terms and  conditions  of the
Partnership Agreement.

         3. The  Assignor  is  hereby  released  from all of its  right,  title,
privileges, duties, obligations and interest in and to the Interest.

         4. Assignee hereby  represents and warrants that it is a citizen of the
United States within the meaning of the Shipping Act, 1916, as amended.

         5. The  parties  acknowledge  that by the  assignment  of the  interest
herein,  together with an assignment as of the date hereof by Hans J. Hvide of a
limited  partnership  interest he owns it he  partnership,  the ownership of the
Partnership shall be as follows:

Seabulk Tankers,  Ltd,.  general partner - 33.00% general  partnership  interest
Seabulk  Tankers,  Ltd.,  limited partners - .33% general  partnership  interest
Seabulk America Partnership,  Ltd., limited partner - 41.67% limited partnership
interest






Stolt Tankers  (U.S.A.),  Inc.,  limited  partner - 25.00%  limited  partnership
interest

         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seal the day and year first above written.

Signed, sealed and delivered in the presence of:

- ---------------------------------             --------------------------------
                                              J.  ERIK HVIDE        (Assignor)
- ---------------------------------

                                              SEABULK TANKERS, LTD.
                                              By: Hvide Marine Transport, 
                                                  Incorporated
                                                       as a General Partner


________________________________              By: ____________________________
                                                                    (Assignee)
- --------------------------------



The foregoing  Amendment and  Assignment of the Interest in Seabulk  Transmarine
Partnership,  Ltd. is hereby approved, consented and agreed to as of the 1st day
of January, 1991.

                                 SEABULK TRANSMARINE, PARTNERSHIP, LTD.
                                 By:      By Seabulk Tankers,. Ltd.
                                           general partner
                                 By:      Hvide Marine Transport, Incorporated
                                           as general partner

                                 By: _____________________________________






                           SUPPLEMENTAL AFFIDAVIT OF
            CAPITAL CONTRIBUTIONS FOR A FLORIDA LIMITED PARTNERSHIP


The undersigned, constituting all of the general partners of Seabulk Transmarine
Partnership,  Ltd., a Florida Limited  Partnership,  executed this  supplemental
affidavit filed pursuant to section 620.112, Florida Statutes.

The  total  amount of the  capital  contributions  of the  limited  partners  is
$4,990,041.00.

This 6th day of December, 1994.

FURTHER AFFIANT SAYETH NOT.

Under penalties of perjury I declare that I have read the foregoing and that the
facts are true, to the best of my knowledge and belief.

                          General Partner

                          Hvide Marine Transport, Incorporated, General Partner
                            of Seabulk Tankers, Ltd.


                          By: ___________________________________
                                          Vice President