SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[ ] Definitive Proxy Statement by Rule 14a-6(a)(b))

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

TRANSMONTAIGNE OIL COMPANY
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notes:

TRANSMONTAIGNE OIL COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of TRANSMONTAIGNE OIL COMPANY, a
Delaware corporation ("TransMontaigne" or the "Company"), will be held in the
Central City Room of the Brown Palace Hotel, 321 Seventeenth Street, Denver,
Colorado, on Wednesday, August 26, 1998, at 9:00 a.m., Denver Time, for the
following purposes:

1. To elect seven Directors to serve until the next Annual Meeting of
Stockholders and until their successors have been elected and
qualified. The Board of Directors is nominating the following
individuals for election as Directors: Cortlandt S. Dietler, Richard
E. Gathright, John A. Hill, Bryan H. Lawrence, Harold R. Logan, Jr.,
Thomas R. Denison and Edwin H. Morgens;

2. To consider and act upon a proposal to amend Article II of the
Company's Restated Certificate of Incorporation to change the name of
the Company to TransMontaigne Inc.;

3. To ratify the appointment of KPMG Peat Marwick LLP as the independent
auditors of the Company for the fiscal year ending April 30, 1999; and

4. To consider and act upon such other matters and to transact such other
business as may properly come before the meeting and any adjournment
or postponement thereof.

These matters are fully discussed in the Proxy Statement. The Company's
1998 Annual Report accompanies the Proxy Statement.

The Board of Directors has fixed the close of business on July 21, 1998, as
the record date for the meeting. Only holders of Common Stock of record at such
time are entitled to receive notice of and to vote at the meeting and any
adjournment or postponement thereof.

Whether or not you plan to attend the meeting in person, please indicate
your voting instructions on the enclosed proxy, date and sign it, and return it
promptly in the stamped return envelope which is included with these materials.
In the event you do attend the meeting in person, you may withdraw your proxy
and vote in person.

By Order of the Board of Directors

ERIK B. CARLSON, Secretary

Denver, Colorado
August 6, 1998
(Approximate mailing date of proxy materials)

PLACE AND TIME OF ANNUAL MEETING

CENTRAL CITY ROOM
BROWN PALACE HOTEL
321 SEVENTEENTH STREET
DENVER, COLORADO

Wednesday, August 26, 1998 9:00 a.m. Denver Time

TRANSMONTAIGNE OIL COMPANY
2750 REPUBLIC PLAZA
370 SEVENTEENTH STREET
DENVER, COLORADO 80202

PROXY STATEMENT

GENERAL

This Proxy Statement and the enclosed proxy and are being mailed on or
about August 6, 1998 to Stockholders of record on July 21, 1998 of the common
stock, $0.01 par value (the "Common Stock"), of TransMontaigne Oil Company
("TransMontaigne" or the "Company"), in connection with the solicitation of
proxies for use at the 1998 Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), notice of which appears on the preceding page, and at any
postponement or adjournment thereof. The Annual Meeting will be held on
Wednesday, August 26, 1998, at 9:00 a.m., Denver Time, in the Central City Room
at the Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado.

The cost of soliciting proxies is being paid by the Company. In addition to
the mailings, the Company's officers, Directors and other regular employees,
without additional compensation, may solicit proxies personally or by other
appropriate means.

Only Stockholders of record as of the record date are entitled to notice of
and to vote at the Annual Meeting. The Company will request brokerage firms,
bank nominees and other institutions that act as nominees or fiduciaries for
owners of Common Stock, to forward this Proxy Statement to persons for whom they
hold shares and to obtain authorization for the execution of proxies. If your
shares of Common Stock are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a proxy with respect to your shares.
Accordingly, please contact the person responsible for your account and give
instructions for a proxy to be signed representing your shares of Common Stock.

A Stockholder giving a proxy has the power to revoke the proxy at any time
before it is exercised. A proxy may be revoked by delivering to the Company an
instrument revoking the proxy or a duly executed proxy bearing a later date.
The powers of the proxy holders will be suspended if the person executing the
proxy is present at the meeting and elects to vote in person. If the proxy is
neither revoked nor suspended, it will be voted by one or more of the proxy
holders therein named.

QUORUM AND VOTING

On July 21, 1998, the record date for the determination of stockholders
entitled to receive notice of and to vote at the Annual Meeting, the Company had
outstanding 25,953,324 shares of Common Stock. Each of such shares is entitled
to one vote at the Annual Meeting. The holders of a majority of the shares
entitled to vote at the Annual Meeting, whether present in person or represented
by proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Directors shall be elected by a plurality of the votes of the shares
present in person or by proxy at the Annual Meeting and entitled to vote.
Approval of the proposal to amend the Company's Restated Certificate of
Incorporation to change the Company's name to "TransMontaigne Inc." (the "Name
Change Proposal") requires the affirmative vote of a majority of the shares
outstanding and entitled to vote at the Annual Meeting. Approval of all other
matters shall be determined by the affirmative vote of the majority of the
shares present in person or represented by proxy at the meeting and entitled to
vote. If no voting direction is indicated on the proxy card, the shares will be
considered votes FOR the election of the nominees for Director, FOR the approval
of the amendment to the Company's Restated Certificate of Incorporation, and FOR
the ratification of the appointment of KPMG Peat Marwick LLP as the independent
auditors for the Company for the fiscal year ending April 30, 1999. Proxy cards
that are not signed or that are not returned are treated as not voted for any
purposes. If a broker indicates on a proxy card that it does not have
discretionary authority as to certain shares to vote on a particular matter, (a
"broker non-vote") those shares will not be considered as present and entitled
to vote with respect to that matter. Abstentions with respect to any matter
will be treated as shares present and entitled to vote. Consequently,
abstentions and broker non-votes will have no effect with

respect to the election of Directors or the ratification of the appointment of
the Company's independent auditors, but will have the same effect as a vote
against the Name Change Proposal. The Company knows of no proposals to be
considered at the Annual Meeting other than those set forth in the Notice of
Annual Meeting.

ELECTION OF DIRECTORS

NOMINEES

The Company's By-laws provide that the number of Directors shall be fixed
by its Board of Directors. The number of Directors is presently fixed at seven,
and there are no vacancies. The Company has agreed to take all action necessary
to cause two Directors designated by affiliates of First Reserve Corporation
from time to time to be elected to the Company's Board of Directors so long as
their collective ownership in the Company is at least 10%. The affiliates of
First Reserve Corporation have designated Mr. Hill and Mr. Denison as their
nominees for Directors.

Management has been informed that all nominees are willing to serve as
Directors if elected, but if any of them should decline or be unable to act as a
Director, the proxy holders will vote for the election of another person or
persons as they, in their discretion, may choose. The Board of Directors has no
reason to believe that any Nominee will be unable or unwilling to serve.

The following sets forth, as to each of the nominees, such person's age,
principal occupations during recent years, and the period during which such
person has served as a Director of the Company. Nominees elected at the Annual
Meeting to serve as Directors will serve for a term of one year, until the next
annual meeting of the Company's Stockholders and until their successors have
been elected and qualified. THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES NAMED BELOW.

CORTLANDT S. DIETLER, age 76, has been the Chairman and Chief Executive
Officer of TransMontaigne since April 1995. He was the founder, Chairman and
Chief Executive Officer of Associated Natural Gas Corporation, a natural gas
gathering, processing and marketing company, prior to its 1994 merger with
PanEnergy Corporation, on whose Board he served as an Advisory Director, prior
to its merger with Duke Energy Corporation. He also serves as a Director of
Hallador Petroleum Company, Key Production Company, Inc., Forest Oil Corporation
and Grease Monkey Holding Corporation. Industry affiliations include: Member,
National Petroleum Council; Director, American Petroleum Institute; past
Director, Independent Petroleum Association of America; Director, past President
and Life Member, Rocky Mountain Oil & Gas Association.

RICHARD E. GATHRIGHT, age 44, has been the President and Chief Operating
Officer of TransMontaigne since September 1996 and a Director since April 1995.
From April 1995 until September 1996 he was Executive Vice President of
TransMontaigne. He joined a predecessor of TransMontaigne in December 1993.
From 1988 to 1993 he served as President and Director of North American
Operations in Denver, Colorado for Aberdeen Petroleum PLC, a London-based public
company engaged in international oil and gas operations, of which he was also a
member of its Board of Directors. Prior to joining Aberdeen Petroleum PLC, he
held a number of positions in the energy industry in the areas of procurement,
operations and management of oil and gas assets. Mr. Gathright also serves as
Chief Executive Officer of Bear Paw Energy Inc., TransMontaigne Transportation
Services Inc. and TransMontaigne Product Services Inc., the principal operating
subsidiaries of TransMontaigne, and is a director of its affiliate, Lion Oil
Company.

JOHN A. HILL, age 56, has been a Director of TransMontaigne since April
1995. Mr. Hill is Vice-Chairman of the Board of First Reserve Corporation. Mr.
Hill has also been a Managing Director of First Reserve Corporation since 1983.
First Reserve Corporation is an investment company, based in Greenwich,
Connecticut, specializing in management buyouts and acquisitions in the energy
and energy-related industries. Mr. Hill is a trustee of the Putnam Funds and is
a Director of Snyder Oil Corporation.

BRYAN H. LAWRENCE, age 56, has been a Director of TransMontaigne since
April 1991. Mr. Lawrence joined Dillon, Read & Co. Inc., an investment banking
firm, in January 1966 and served as a Managing Director until September 21, 1997
when Mr. Lawrence resigned to establish Yorktown Partners LLC to manage Yorktown
Energy Partners III, L.P. and predecessor partnerships previously managed by
Dillon, Read & Co. Inc. Mr. Lawrence also serves as a Director of Vintage
Petroleum, Inc., D&K Healthcare Services, Inc., and Hallador Petroleum Company
(each a United States public company), Benson Petroleum Ltd. and Cavell Energy
Corporation (each a Canadian public

company), and certain privately-owned companies in which affiliates of Yorktown
Partners LLC hold equity interests including Meenan Oil Co., L.P., Fintube
Limited Partnership, PetroSantander Inc., Strega Energy Inc., Savoy Energy,
L.P., Ricks Exploration Inc. and Concho Resources Inc.

HAROLD R. LOGAN, JR., age 53, has been Executive Vice President/Finance and
a Director of TransMontaigne since April 1995. From 1985 to 1994, Mr. Logan was
Senior Vice President/Finance and a Director of Associated Natural Gas
Corporation. Prior to joining Associated Natural Gas Corporation, Mr. Logan was
with Dillon, Read & Co. Inc. and Rothschild, Inc. In addition, Mr. Logan is a
Director of Snyder Oil Corporation, Suburban Propane Partners, L.P. and Union
Bankshares, Ltd.

THOMAS R. DENISON, age 37, was elected by the Board of Directors as a
Director of TransMontaigne on June 3, 1998, to replace and serve the remaining
term of William E. Macaulay, who resigned as Director effective June 3, 1998.
Mr. Denison is a Managing Director and the General Counsel of First Reserve
Corporation. Mr. Denison joined First Reserve Corporation in January 1998. Prior
to joining First Reserve Corporation, Mr. Denison was a partner in the Denver
office of the law firm of Gibson, Dunn & Crutcher LLP, which he joined in 1986.
Mr. Denison also serves as a Director of Patina Oil & Gas Corporation.

EDWIN H. MORGENS, age 57, was appointed a Director of TransMontaigne in
June 1996. Mr. Morgens has been Chairman of Morgens, Waterfall, Vintiadis & Co.,
Inc., a financial firm, since 1970. In addition, Mr. Morgens is a Director of
Programmer's Paradise, Inc. and Intrenet, Inc.

MEETINGS AND CERTAIN COMMITTEES OF THE BOARD

During the 1998 fiscal year, the Board of Directors met on four occasions.
No Director attended fewer than 80 percent of the aggregate of the total number
of meetings of the Board of Directors and the total number of meetings held by
all committees of the board on which he served. The Board has Audit and
Compensation Committees. In accordance with the By-laws of the Company, the
Board of Directors elects from its members the members of each committee who
serve at the pleasure of the board. The Board of Directors, as a whole, is
responsible for nominating Directors and has not formed a committee for such
purpose.

The Audit Committee met one time during the 1998 fiscal year and is
composed of nonemployee Directors. The Audit Committee annually considers the
qualifications of the independent auditors of the Company and makes
recommendations to the Board on the engagement of the independent auditors. The
Audit Committee oversees and monitors the Company's independent audit process to
assure that the resources allocated to that process are adequate and utilized
effectively. The members of the Audit Committee are John A. Hill, Edwin H.
Morgens and Thomas R. Denison.

The Compensation Committee approves the salaries of the executive officers
of the Company and administers its stock option plans, including the selection
of the individuals to be granted awards from among those eligible to
participate. The Company currently has three stock option plans - the
TransMontaigne Oil Company Equity Incentive Plan (the "1997 Option Plan"), the
TransMontaigne Oil Company Employees' Stock Option Plan (the "1995 Option Plan")
and the Amended and Restated Employee Nonqualified Stock Option Plan (the "1991
Option Plan"). During the Company's 1998 fiscal year stock options and grants
of restricted stock were awarded. During the 1998 fiscal year, the Compensation
Committee acted three times by unanimous written consent. The members of the
Compensation Committee are John A. Hill and Bryan H. Lawrence. A Report of the
Compensation Committee on Executive Compensation is set forth below.

COMPENSATION OF DIRECTORS

Employee Directors receive no additional compensation for services on the
Board of Directors or Committees of the Board. Directors who are not employees
are paid $12,000 annually, payable quarterly in arrears. All Directors are
reimbursed for reasonable out-of-pocket expenses incurred in attending meetings
of the Board or any Committee or otherwise by reason of their being a Director.

MANAGEMENT

The following table sets forth the names, ages and positions of the
executive officers of TransMontaigne:

NAME AGE POSITION
- ---- --- --------

Cortlandt S. Dietler 76 Chairman, Chief Executive Officer and Director
Richard E. Gathright 44 President, Chief Operating Officer and Director
Harold R. Logan, Jr. 53 Executive Vice President/Finance, Treasurer and Director
W. A. Sikora 61 Executive Vice President
Frederick W. Boutin 43 Senior Vice President
Erik B. Carlson 51 Senior Vice President, Corporate Secretary and General Counsel
Rodney S. Pless 37 Vice President and Chief Accounting Officer
Robert W. Bradberry 44 President of TransMontaigne Product Services Inc.
Robert J. Clark 53 President of Bear Paw Energy Inc.
Larry F. Clynch 53 President of TransMontaigne Transportation Services Inc.
President of TransMontaigne Terminaling Inc.
President of TransMontaigne Pipeline Inc.
Jim H. Boyd 56 Senior Vice President and General Counsel of
TransMontaigne Transportation Services Inc. and
TransMontaigne Product Services Inc.

See "Election of Directors" for additional information with respect to
Messrs. Dietler, Gathright and Logan.

W. A. SIKORA became Executive Vice President of TransMontaigne in September
1996 and is also currently the Executive Vice President of TransMontaigne
Transportation Services Inc. and TransMontaigne Product Services Inc. and was
Senior Vice President and Chief Financial Officer of a subsidiary of
TransMontaigne from May 1995 to September 1996. From November 1993 until April
1995, he was a consultant to the subsidiary. Prior to that time he provided
financial advisory services to the executive management of publicly-owned and
privately- held companies, with particular emphasis in the energy industry. He
was previously a partner with Peat Marwick Mitchell & Co. (a predecessor to KPMG
Peat Marwick LLP) and Touche Ross & Co. (a predecessor to Deloitte & Touche). In
April 1996 Mr. Sikora filed a petition under Chapter 7 of the United States
Bankruptcy Code which was discharged in October 1996.

FREDERICK W. BOUTIN has been a Senior Vice President of TransMontaigne
since April 1995. Mr. Boutin's responsibilities include administration of the
Company's personnel and benefit services group, liability insurance, management
information systems, Year 2000 compliance efforts and other corporate
administrative matters. Prior to his employment with TransMontaigne, Mr. Boutin
was a Vice President of Associated Natural Gas Corporation where he administered
that company's human resources department, liability insurance, tax matters and
other corporate administrative matters. Prior to joining Associated Natural Gas
Corporation in 1985, Mr. Boutin, a certified public accountant, was with KPMG
Peat Marwick LLP.

ERIK B. CARLSON became Senior Vice President, Corporate Secretary and
General Counsel of TransMontaigne on January 1, 1998. Prior to his employment
with TransMontaigne, Mr. Carlson served as Senior Vice President, General
Counsel and Corporate Secretary of Duke Energy Field Services, Inc. (formerly
Associated Natural Gas, Inc.), a wholly-owned subsidiary of Duke Energy
Corporation, since February 1983.

RODNEY S. PLESS became Vice President and Chief Accounting Officer of
TransMontaigne in December 1996 and has been Vice President-Controller and
Treasurer of a subsidiary of TransMontaigne since April 1994. He joined a
predecessor of TransMontaigne in 1987 and has been Credit and Tax Manager,
Accounting Manager and Controller. Prior to joining TransMontaigne, Mr. Pless
was with Arthur Young & Co. (a predecessor to Ernst & Young).

ROBERT W. BRADBERRY has been the President of TransMontaigne Product
Services Inc. since January 1, 1997. Mr. Bradberry joined a predecessor of
TransMontaigne in 1979 and has served in various senior management positions
since that time in the areas of supply, distribution, transportation and
marketing of petroleum products and crude oil. Mr. Bradberry is also a Director
of Lion Oil Company.

ROBERT J. CLARK has been the President of Bear Paw Energy Inc. since
October 31, 1996. Mr. Clark formed a predecessor of Bear Paw Energy Inc. in
March 1995 and joined TransMontaigne in June 1996 when TransMontaigne acquired a
majority interest in the predecessor company. Mr. Clark was Senior Vice
President of Snyder Oil Corporation from 1988 until June 1995. Prior to joining
Snyder, Mr. Clark was Vice President Gas Gathering, Processing and Marketing of
Ladd Petroleum Corporation, an affiliate of General Electric. Mr. Clark is a
member of the Board of Directors of Patina Oil & Gas Corporation.

LARRY F. CLYNCH has been the President of TransMontaigne Transportation
Services Inc. and TransMontaigne Pipeline Inc. since January 1, 1997, and
TransMontaigne Terminaling Inc. since May 26, 1998. Mr. Clynch joined a
subsidiary of TransMontaigne in January 1996 as Senior Vice President of
Operations. Prior to that time, Mr. Clynch was employed by Conoco Pipe Line
Company for 28 years where he most recently served as its President. Mr. Clynch
has served in numerous advisory positions with energy industry and governmental
organizations.

JIM H. BOYD has been Senior Vice President and General Counsel of
TransMontaigne Transportation Services Inc. and TransMontaigne Product Services
Inc. since 1985. Prior to his employment with TransMontaigne, Mr. Boyd was
engaged in the private practice of law in Arkansas. In addition to his legal
duties, Mr. Boyd supervises TransMontaigne's Environmental Safety and
Occupational Health Department and serves as a member of the Management
Committee of Razorback Pipeline Company.

OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the beneficial
ownership of Common Stock and Common Stock equivalents as of July 21, 1998 by
each Director, by the executive officers named in the Summary Compensation table
set forth under "Executive Compensation" below, by each person known by
TransMontaigne to own more than 5% of the outstanding shares of Common Stock and
by all Directors and executive officers as a group. The information set forth
below is based solely upon information furnished by such individuals or
contained in filings made by such beneficial owners with the Securities and
Exchange Commission (the "SEC").

Beneficial Owner NUMBER OF SHARES(1)(2) PERCENT OF CLASS
- ---------------- ---------------------- -----------------

Cortlandt S. Dietler(3) 1,965,188 7.5%
PO Box 5660
Denver, CO 80217
Richard E. Gathright(4) 535,572 2.0%
Harold R. Logan, Jr.(5) 350,162 1.3%
W. A. Sikora(6) 216,419 (7)
Robert W. Bradberry(8) 158,486 (7)
Larry F. Clynch(9) 52,620 (7)
First Reserve Corporation (10)
First Reserve Fund V, Limited Partnership 598,440 2.3%
First Reserve Fund V-2, Limited Partnership 1,196,877 4.6%
First Reserve Fund VI, Limited Partnership 4,488,292 17.3%
----------- -------
6,283,609 24.2%

Merrill Lynch Growth Fund (11) 3,858,334 14.5%
c/o Merrill Lynch Asset Management L.P.
800 Scudders Mill Road
Plainsborough, NJ 08536

John A. Hill (10) 6,283,609 24.2%
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830

Bryan H. Lawrence 76,625 (7)
535 Madison Avenue
New York, NY 10022

Thomas R. Denison (12) --- (7)
First Reserve Corporation
1801 California Street, #4110
Denver, CO 80202

Edwin H. Morgens (13) 46,144 (7)

All Directors and Executive 10,332,126 38.8%
Officers as a Group (15 Persons) (14)

_____________________

(1) All shares are owned both of record and beneficially unless otherwise
specified by footnote to this table. Based solely upon information
furnished by such individuals or contained in filings made by such
beneficial owners with the SEC.

(2) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934, as amended. Under Rule 13d-3(d), shares not outstanding that are
subject to options, warrants, rights, or conversion privileges exercisable
within sixty

days of the date of this table (July 21, 1998) are deemed outstanding for
the purpose of calculating the number and percentage owned by such person.

(3) Includes 2,000 shares, as to which Mr. Dietler disclaims beneficial
ownership, held by Mr. Dietler's spouse and 102,000 shares issuable upon
the exercise of outstanding options.

(4) Includes 252,000 shares issuable upon the exercise of outstanding options.

(5) Includes 25,000 shares, as to which Mr. Logan disclaims beneficial
ownership, owned by Chatham Foundation, a non-profit corporation of which
Mr. Logan is the President; and 67,000 shares issuable upon the exercise of
outstanding options.

(6) Includes 102,000 shares issuable upon the exercise of outstanding options.

(7) Less than one percent.

(8) Includes 22,000 shares issuable upon the exercise of outstanding options.

(9) Includes 52,000 shares issuable upon the exercise of outstanding options.

(10) First Reserve Corporation ("First Reserve") and Mr. Hill do not directly
own any Common Stock. The number of shares shown as beneficially owned by
First Reserve and Mr. Hill consist of all the shares owned by First Reserve
Fund V, Limited Partnership, First Reserve Fund V-2, Limited Partnership
and First Reserve Fund VI, Limited Partnership (collectively the "First
Reserve Funds"). First Reserve may be deemed to have beneficial ownership
of the shares of Common Stock held by the First Reserve Funds because it is
the general partner of each of the First Reserve Funds and has voting and
dispositive power over those shares. Mr. Hill may be deemed to have
beneficial ownership over the shares held by the First Reserve Funds
because of his ownership of common stock of First Reserve and his positions
as a managing director and officer of First Reserve. Mr. Hill expressly
disclaims beneficial ownership of these shares. Mr. Hill is a director of
the Company. The address of First Reserve and the First Reserve Funds is
475 Steamboat Road, Greenwich Connecticut 06830.

(11) TransMontaigne has granted to Merrill Lynch Asset Management L.P. the
right to maintain its 15% ownership of Common Stock if TransMontaigne
issues stock in the future. Merrill Lynch & Co., Inc., a widely-held
public company, has sole voting and dispositive control over these shares.

(12) Thomas R. Denison is an officer and managing director of First Reserve
Corporation and a director of the Company. Mr. Denison does not have
beneficial ownership of the shares held by the First Reserve Funds.

(13) Includes 199,806 shares, as to which Mr. Morgens disclaims beneficial
ownership, held by Edwin Morgens and Linda Morgens 1993 Trust, of which Mr.
Morgens is the Trustee, and 7,080 shares, as to which Mr. Morgens disclaims
beneficial ownership, held by L.W. Morgens 1984 Trust, of which Mr. Morgens
is the Trustee.

(14) Of such 10,332,126 shares, (a) 659,800 represent shares issuable upon the
exercise of outstanding options, (b) 6,283,609 shares indicated as being
owned by First Reserve Corporation and Mr. Hill are included only once in
the aggregate number of shares held by all Directors and officers as a
group and (c) Directors and executive officers disclaim beneficial
ownership with respect to 6,492,495 shares.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by the Company's
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers (collectively, the "Named Executive Officers"),
based on salary and bonus earned in the fiscal year ended April 30, 1998.

Annual Compensation Long Term Compensation Awards
-------------------------------- -------------------------------------
OTHER Restricted All Other
ANNUAL Securities Stock Compen-
SALARY COMPEN- Underlying Awards($) sation
NAME AND PRINCIPAL POSITION YEAR (1) SATION Options (#) (2) (3)
- --------------------------- ------ ----------------------- ------------------- -------------- -------------

Cortlandt S. Dietler (4) 1998 $160,000 $ 0 20,000 $86,250 $3,200
Chairman of the Board and 1997 155,898 0 - 985
Chief Executive Officer 1996 62,500 0 100,000 0

Richard E. Gathright 1998 237,115 0 20,000 86,250 1,186
President and Chief 1997 209,487 0 - 331
Operating Officer 1996 215,000 0 -

W.A. Sikora (5) 1998 215,075 18,306 20,000 86,250 984
Executive Vice President 1997 167,590 23,327 - 265
1996 172,000 0 100,000 0

Robert W. Bradberry 1998 197,115 0 20,000 86,250 3,942
President, TransMontaigne 1997 164,246 0 - 1,077
Product Services Inc. 1996 162,567 0 20,000 0

Larry F. Clynch (6) 1998 200,000 0 20,000 86,250 3,846
President, TransMontaigne 1997 194,872 0 - 1,231
Transportation Services Inc. 1996 66,667 0 50,000 0

1. Amounts shown set forth all cash compensation earned by each of the Named
Executive Officers in the years shown, including salaries deferred under the
TransMontaigne Oil Company Savings and Profit Sharing Plan (the "401(k)
Plan") pursuant to Section 401(k) of the Internal Revenue Code. No bonuses
were paid during any of the periods presented.

2. Represents in each case a grant of 5,000 shares of restricted stock the
market price of which was $17.25 on the date of grant. As of April 30, 1998,
the aggregate value of each such grant was $73,125, based on a market price
of $14.625 as of such date. In each case, such restricted stock awards vest
10% on June 1, 1998, 20% on June 1, 1999, 30% on June 1, 2000 and 40% on June
1, 2001.

3. Amounts shown set forth the Company's matching contributions to the Company's
401(k) Plan.

4. Mr. Dietler became an employee of the Company on July 1, 1995.

5. The other 1998 annual compensation for Mr. Sikora consists of reimbursements
for certain housing costs of $7,128, travel expenses of $5,787 and related
income taxes on these items of $5,391. The other 1997 annual compensation for
Mr. Sikora consists of reimbursement for certain housing costs of $7,077,
travel expenses of $9,576 and related income taxes on these items of $6,674.

6. Mr. Clynch became an employee of a wholly-owned subsidiary on January 1,
1996.

OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information about stock options granted to the
Named Executive Officers under the 1997 Option Plan in the fiscal year ended
April 30, 1998.

Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term (10 Years) (1)
---------------------------------------------------------------------------------------
Number of % of Total
Securities Options 5% 10%
Underlying Granted to Exercise or --------- ---------
Options Employee in Base Price Expiration Aggregate Aggregate
Name Granted (2) Fiscal Year ($/Share) Date Value (3) Value (3)
- ----------------------------------------------------------------------------------------------------------------------

Cortlandt S. Dietler 20,000 2.81% $17.25 08/27/2007 $216,969 $549,841
Richard E. Gathright 20,000 2.81% $17.25 08/27/2007 $216,969 $549,841
W. A. Sikora 20,000 2.81% $17.25 08/27/2007 $216,969 $549,841
Larry F. Clynch 20,000 2.81% $17.25 08/27/2007 $216,969 $549,841
Robert W. Bradberry 20,000 2.81% $17.25 08/27/2007 $216,969 $549,841

(1) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates as set by the SEC and are not intended to forecast
future price appreciation of the Company's Common Stock. The gains reflect
a future value based upon growth at these prescribed rates. The Company did
not use an alternative formula for a grant date valuation, an approach
which would state gains at present, and therefore lower, value. The Company
is not aware of any formula that will determine with reasonable accuracy a
present value based on future unknown or volatile factors. It is important
to note that options have value to recipients, including the Named
Executive Officers and to other option recipients, only if the stock price
advances beyond the grant date price shown in the Table during the
effective option period.

(2) These awards were made pursuant to the 1997 Option Plan. Under the 1997
Option Plan, the option price must be not less than 100% of the fair market
value of Company's Common Stock on the date the option is granted. The fair
market value of a share of Company's Common Stock is the officially listed
closing price of the Company Common Stock on the American Stock Exchange on
the date of grant. These stock options vest 10% on June 1, 1998; 20% on
June 1, 1999; 30% on June 1, 2000; and 40% on June 1, 2001. All
unexercisable stock options granted under the 1997 Option Plan become
exercisable upon a change in control. The 1997 Option Plan allows shares of
the Company's Common Stock to be used to satisfy any resulting Federal,
state and local tax liabilities, but does not provide for a cash payment by
the Company for income taxes payable as a result of the exercise of a stock
option award.

(3) Not discounted to present value.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

There were no options exercised by any of the Named Executive Officers
during the fiscal year ended April 30, 1998. The following table provides
information with respect to the value as of April 30, 1998 of unexercised in-
the-money options held by the Named Executive Officers. The value of unexercised
in-the-money options at the fiscal year end is calculated using the difference
between the option exercise price and the fair market value of the Company's
Common Stock at April 30, 1998.

NUMBER OF SECURITIES VALUE OF UEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)
-------------------------------------- ----------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- -------------------------------------- ----------------------------------------

Cortlandt S. Dietler 100,000 20,000 912,500 ___
Richard E. Gathright 250,000 20,000 2,981,250 ___
William A. Sikora 100,000 20,000 1,192,500 ___
Robert W. Bradberry 20,000 20,000 182,500 ___
Larry F. Clynch 50,000 20,000 494,250 ___

An option is "in the money" on a particular date if the market value of the
underlying Common Stock on that date exceeds the option exercise price.

REPORT OF THE COMPENSATION COMMITTEE

One goal of the Compensation Committee is to design the Company's executive
compensation program to enable the Company to attract, retain and motivate the
executive personnel deemed necessary to maximize return to shareholders. The
fundamental concept of the program is to align the amount of an executive's
total compensation with his contribution to the success of the Company in
creating shareholder value. The program has the following components:

Base Salaries. Base compensation for the Chief Executive Officer and the
Company's other executive officers in the 1998 fiscal year was proposed by the
Chief Executive Officer to the Compensation Committee. The Chief Executive
Officer arrived at his proposed compensation after consultation with the
Company's Chief Operating Officer, among others. The factors considered in
determining base compensation levels included the goals outlined above and were
evaluated by the Compensation Committee to be consistent with competitive
practices (including companies with comparable market valuations, lines of
business and/or revenues) and level of responsibility. Salary increases were
intended to reflect competitive and economic trends, the overall financial
performance of the Company and the performance of the individual executive.
Factors considered in evaluating the Company's overall financial performance
include the Company's revenues and profits, as well as the market performance of
the Company's Common Stock. The Compensation Committee may or may not use
published or private surveys to determine levels of base compensation in the
future. In addition, the executive officers participate in the Company's 401(k)
Plan, which consists of elective employee salary reduction contributions and a
Company match equal to 50% of employee contributions on the first 4% of employee
compensation contributed.

Long-Term Incentives. The Compensation Committee believes that long-
term compensation should comprise a substantial portion of each executive
officer's total compensation. Long-term compensation provides incentives that
encourage the executive officers to own and hold the Company's stock and tie
their long-term economic interests directly to those of the Company's
shareholders and rewards executives for improved performance by the Company. To
date the only long-term compensation available for use by the Compensation
Committee has been the grant of awards of stock options and shares of restricted
stock. Based upon the Company's improved performance over the 1997 fiscal year,
the Company, in the 1998 fiscal year, granted awards of stock options and shares
of restricted stock to the Executive Officers of the Company and, in addition,
granted awards of stock options to key employees.

The Compensation Committee's duties include the annual review and approval
of the compensation of the Chief Executive Officer, review and determination of
individual elements of compensation for the Company's other executive officers,
administration of long-term incentive plans for management, including the
selection of the individuals to be granted awards from among those eligible to
participate.

The Compensation Committee has studied the limitation on the deductibility
of compensation for federal income tax purposes pursuant to Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"). The Compensation
Committee does not currently intend to award levels of compensation that result
in such limitation. The Compensation Committee may authorize compensation in the
future that results in amounts above the limit if it determines that such
compensation is in the best interests of the Company. In addition, the
limitation may affect the future grant of stock options.

Compensation Committee

John A. Hill
Bryan H. Lawrence

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the 1998 fiscal year the Compensation Committee of the Board of
Directors consisted of John A. Hill and Bryan H. Lawrence. During the fiscal
year ending April 30, 1998 there were no Compensation Committee interlocks
between the Company and any other entity.

John A. Hill, a member of the Compensation Committee, is Chairman of the
Board of Directors of First Reserve Corporation, which manages First Reserve
Fund IV, the owner of 6,283,609 shares, or 23.6% of the outstanding Common
Stock. Thomas R. Denison, a Director of the Company, is a Managing Director and
General Counsel of First Reserve Corporation.

PERFORMANCE GRAPH

The graph set forth below provides an indicator of cumulative total
shareholder returns on an investment of $100 in shares of Common Stock as
compared to an investment of $100 in the S&P 500 Stock Index and a "peer group"
index over the period beginning September 30, 1993 and ending April 30, 1998.
The Company changed its fiscal year end from September 30 to April 30 in 1994;
accordingly the fiscal year ending April 30, 1994 consists of seven months.
Prior to December 14, 1993 there was no regular quotation for the Company's
Common Stock. The prices shown were listed in "pink sheets" which reflect inter-
dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions. The stock traded only sporadically
during this period.

[PERFORMANCE GRAPH HERE]

9/30/93 4/30/94 4/30/95 4/30/96 4/30/97 4/30/98
- ------------------------------------------------------------------------------------------------------------------
TransMontaigne $ 100 $ 127.72 $ 66.69 $ 255.62 $ 269.50 $ 267.22
- ------------------------------------------------------------------------------------------------------------------
S & P 500 $ 100 $ 99.70 $ 117.11 $ 152.50 $ 190.83 $ 269.20
- ------------------------------------------------------------------------------------------------------------------
Peer Group (1) $ 100 $ 85.50 $ 98.57 $ 136.82 $ 174.56 $ 254.55
- ------------------------------------------------------------------------------------------------------------------

(1) The peer group consists of the following issuers, each of which has been
weighted according the respective issuer's stock market capitalization at
the beginning of each period for which a return is indicated according to
SEC requirements: Aquila Gas Pipeline Corp., Buckeye Partners, L.P., TEPPCO
Partners, L.P., Kaneb Pipe Line Partners, L.P., The Williams Companies,
Inc., Western Gas Resources, Inc. and GATX Corporation. During the 1998
fiscal year, four prior members of the peer group (MAPCO, Inc., Tejas Gas
Corporation, Delhi Gas Pipeline Corp. and Santa Fe Pacific Pipeline
Partners, L.P.) were acquired by and merged into other entities and their
securities ceased to be traded.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In connection with TransMontaigne's public offering of Common Stock in
February 1997, Merrill Lynch purchased 738,434 shares of Common Stock for
$9,917,169 ($13.43 per share) pursuant to its preemptive right to maintain its
ownership of Common Stock at 15%. See "Ownership of Common Stock."

Richard E. Gathright, the President and Chief Operating Officer and a
Director of the Company, is also a Director of Lion Oil Company, in which a 65%
owned subsidiary of the Company owns 18.04%. The Company purchased $51,940,000
of refined petroleum products from and sold $13,550,000 of refined petroleum
products to Lion Oil Company in the year ended April 30, 1998, all of which
product purchases were made at market prices negotiated between the Company and
Lion Oil Company or through independent brokers. The Company believes the
prices paid by and to Lion Oil Company were comparable to prices that would have
been paid by and to independent third parties.

Pursuant to a private placement agreement (i) First Reserve Fund VI,
Limited Partnership and other partnerships managed by First Reserve Corporation,
Yorktown Energy Partners, L.P. and other venture capital funds

managed by, and shares owned by, officers of Dillon, Read & Co. Inc., and
Waterwagon & Co., nominee for Merrill Lynch Growth Fund for Investment and
Retirement, have the right to require the Company to register their shares under
the Securities Act of 1933; and (ii) the Company agreed to take all action
necessary to cause two Directors designated by affiliates of First Reserve
Corporation from time to time to be elected to the Company's Board of Directors
so long as their collective ownership in the Company is at least 10%. The
affiliates of First Reserve Corporation have designated John A. Hill and Thomas
R. Denison as their nominees for Directors.

Bryan H. Lawrence, a Director of the Company, was a Director of Interenergy
Corporation ("Interenergy") until the date of its sale and merger into KN
Energy, Inc. on December 1, 1997, and a Director and an affiliate of its
majority shareholder. During the 1998 fiscal year, until the date of its sale
and merger into KN Energy, Inc., Interenergy participated with the Company in a
partnership that owned certain gas gathering and processing assets near Lignite,
North Dakota. Day-to-day management of the partnership was provided by
Interenergy for a management fee of $15,000 per month, while major decisions
were made by a management committee consisting of two members each from a
subsidiary of the Company and Interenergy. Interenergy purchased $1,156,135 of
gas from the partnership during the seven month period ending November 30, 1997.
The Company believes that the prices received by the partnership were no less
than the prices that would have been received from an independent third party.

During the 1998 fiscal year, the Company paid $242,915 to Arapahoe
Development, Inc. ("Arapahoe"), 50% of which was owned by Cortlandt S. Dietler,
Chairman of the Board of Directors and Chief Executive Officer of the Company,
for flights aboard an aircraft 66 2/3% owned by Arapahoe, including a working
capital advance. The Company believes that the prices paid for those flights
were competitive with rates charged by other aircraft leasing companies for
similar services. During the course of the 1998 fiscal year, the Company bought
a 33 1/3% interest in the aircraft from Arapahoe for the sum of $725,000, a
price which it believes to be fair market value. Subsequent to this transaction,
Mr. Dietler owned all of Arapahoe. The Company subsequently paid 33 1/3% of all
fixed costs and its share of variable costs attributable to the aircraft, based
on usage.

See "Compensation Committee Interlocks and Insider Participation" for a
description of additional related party transactions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and related
regulations of the SEC require the Company's executive officers and directors,
and certain persons who own more than ten percent of a registered class of the
Company's equity securities to file with the SEC and the American Stock Exchange
initial reports of ownership and reports of changes in ownership of the Common
Stock and other equity securities of the Company. The regulations also require
these persons to furnish the Company with copies of all Section 16(a) reports
they file. Based solely on the Company's review of the copies of those reports
received and written representations from each such person who did not file an
annual report with the SEC (Form 5) that no annual report was due, the Company
believes that all filing requirements applicable to such persons have been
complied with in the fiscal year ended April 30, 1998.

APPROVAL OF AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION

The Company, through its subsidiaries, is principally engaged in providing
a broad range of seamless mid-stream and down-stream logistical services to the
petroleum and chemical industry from locations of production and manufacture to
utilization, and to a lesser extent, owns and operates natural gas gathering and
processing facilities. The Board of Directors has determined that the Company's
current name implies that the Company is involved in oil and gas exploration or
production, or other areas of the energy industry. On June 3, 1998, the Board of
Directors unanimously adopted a resolution approving a proposal, subject to
stockholder approval, to amend Article II of the Company's Restated Certificate
of Incorporation in order to change the name of the Company to TransMontaigne
Inc.

The Board of Directors determined that this amendment is advisable and
directed that the proposed amendment be considered at the Annual Meeting of
Stockholders to be held August 26, 1998. The affirmative vote of the holders of
a majority of the outstanding shares of the Common Stock of the Company is
required to approve the

proposed amendment. The full text of the proposed amendment to the Restated
Certificate of Incorporation is set forth in Appendix A to this Proxy Statement.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of the Company has appointed KPMG Peat Marwick LLP,
certified public accountants, to serve as the Company's independent auditors for
the fiscal year ending April 30, 1999, subject to ratification of this
appointment by the stockholders of the Company at the Annual Meeting.

Coopers & Lybrand L.L.P. served as independent accountant for Sheffield
Exploration Company, Inc. for the years ended June 30, 1995 and 1994. On July
16, 1996, the Company's Board of Directors, in connection with the change in
control of TransMontaigne, selected KPMG Peat Marwick LLP to serve as its
independent accountant with respect to periods after the change in control. The
Board of Directors' failure to select Coopers & Lybrand L.L.P. as the Company's
independent accountants constitutes their being "dismissed" as such term is used
in Item 304 of Regulation S-K, under the Securities Act of 1933, as amended.
The reports of Coopers & Lybrand L.L.P. on the Company's financial statements
for the years ended June 30, 1995 and 1994 did not contain an adverse opinion or
disclaimer of opinion and were not qualified as to audit scope or accounting
principles. During the years ended June 30, 1995 and 1994 or for any subsequent
interim period, the Company has not had any disagreement with Coopers & Lybrand
L.L.P. on any matter of accounting principles, financial statement disclosure,
or auditing scope or procedures which disagreement if not resolved to the
satisfaction of Coopers & Lybrand L.L.P., would have caused Coopers & Lybrand
L.L.P. to make reference to the subject matter of the disagreement in connection
with its report.

Ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors requires the affirmative vote of the holders of a majority
of the shares voting at the meeting. KPMG Peat Marwick LLP was the Company's
independent auditor for the year ended April 30, 1998. KPMG Peat Marwick LLP
has informed the Company that it has no direct financial interest or any
material indirect financial interest in the Company, and has had no connection
with the Company in the capacity of promoter, underwriter, voting trustee,
Director, officer or employee.

The Company anticipates that a representative of KPMG Peat Marwick LLP will
be present at the Annual Meeting. Such representative will have an opportunity
to make a statement, if such representative desires to do so, and will be
available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING APRIL 30, 1999.

ANNUAL REPORT

The Annual Report of the Company for the fiscal year ended April 30, 1998
is being forwarded to each Stockholder of record as of July 21, 1998, together
with this Proxy Statement. The 1998 Annual Report does not form any part of the
materials for the solicitation of proxies.

STOCKHOLDER PROPOSALS AND OTHER MATTERS

Any proposal intended to be presented by a stockholder at the 1999 Annual
Meeting of Stockholders must be received by the Secretary of the Company at the
Company's principal office no later than April 8, 1999 in order to be considered
for inclusion in the Company's Proxy Statement and form of Proxy for that
meeting. For any proposal a Stockholder wishes to bring before the 1999 Annual
Meeting of Stockholders but for which such Stockholder does not seek to have a
written proposal included in the Company's Proxy Statement relating to such
meeting, if the Company does not receive notice of such proposal on or prior to
June 22, 1999, the proxies solicited on behalf of the Company's Board of
Directors will confer discretionary authority to vote with respect to such
proposal.

The Board of Directors knows of no other business to be presented at the
Annual Meeting, but if other matters do properly come before the Annual Meeting,
it is intended that the persons named in the proxies will have discretionary
authority to vote the shares thereby represented in accordance with their best
judgment.

THE ENCLOSED PROXY SHOULD BE COMPLETED, DATED, SIGNED AND RETURNED IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. PROMPT MAILING OF THE PROXY WILL BE
APPRECIATED.

By Order of the Board of Directors

Erik B. Carlson
Secretary

August 6, 1998

APPENDIX A
----------

TEXT OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION

RESOLVED, that Article II of the Restated Certificate of Incorporation of the
Company be amended in its entirety to read as follows:

"ARTICLE II

The name of the Corporation is TransMontaigne Inc."

4550-PS-98

A-1

TransMontaigne Oil Company

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

1998 ANNUAL MEETING OF STOCKHOLDERS

AUGUST 26, 1998

P The undersigned stockholder of TransMontaigne Oil Company, a Delaware
R corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
O Stockholders and Proxy Statement, each dated August 6, 1998, and hereby
X appoints Richard E. Gathright and Erik B. Carlson, and each of them,
Y proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at
the 1998 Annual Meeting of Stockholders of TransMontaigne Oil Company to be
held on August 26, 1998 at 9:00 a.m., Denver Time, in the Central City Room
at the Brown Palace Hotel, 321 17th Street, Denver, Colorado and at any
adjournment or postponements thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth on the reverse side.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE

DETACH HERE
- --------------------------------------------------------------------------------

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE APPROVAL OF THE AMENDMENT
TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY'S
NAME TO "TRANSMONTAIGNE INC.," FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG
PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING APRIL 30, 1999 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.

1. Election of seven Directors:
NOMINEES: Cortlandt S. Dietler, Richard E. Gathright, John A. Hill, Bryan H.
Lawrence, Harold R. Logan, Jr., Thomas R. Denison and Edwin H. Morgens

FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] [ ]

To withhold authority to vote for any Nominee(s), check the following box and
write such Nominee(s) name(s) below

[ ]____________________________________________________
FOR all nominees except as noted above

2. PROPOSAL TO APPROVE THE FOR AGAINST ABSTAIN
AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE [ ] [ ] [ ]
COMPANY'S NAME TO
"TRANSMONTAIGNE INC.".

3. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE
COMPANY'S INDEPENDENT [ ] [ [ [ ]
AUDITORS FOR THE FISCAL YEAR
ENDING APRIL 30, 1999.

AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTER OR MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.

(THIS PROXY SHOULD BE MARKED, DATED AND SIGNED BY THE STOCKHOLDER(S) EXACTLY AS
HIS OR HER NAME APPEARS HEREON, AND RETURNED PROMPTLY IN THE ENCLOSED ENVELOPE.
PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO INDICATE. IF SHARES ARE HELD
BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH SHOULD SIGN.)

SIGNATURE:_____________________________ DATE: _______________

MARK HERE FOR ADDRESS CHANGE AND AT LEFT [ ]