Seahawk Deep Ocean Technology Inc · 424B3 · On 2/20/96

Filed On 2/20/96   ·   SEC File 33-68328   ·   Accession Number 948830-96-32

Prospectus   ·   Rule 424(b)(3)
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 1: 424B3       Prospectus                                           130±   603K 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.     

17,086,125 Shares Common Stock      
(No Par Value)      

   This Pospectus relates to the following shares of Common Stock of Seahawk
Deep Ocean Technology, Inc. (the "Company") which have been issued.  All of     
the 17,086,125 shares covered by this Prospectus are being offered by selling   
shareholders.  (For a more complete description, see "SECURITIES COVERED BY     
THIS PROSPECTUS.")                                                              

   1.  810,812 shares of Common Stock out of a total of 970,812 shares which
were issued to fourteen persons in exchange for the conversion of debentures    
with a principal amount of $360,000 and $85,641 of accrued interest.  The       
terms of the debentures required the Company to register these shares.          

   2.  5,986,323 shares of Common Stock which were issued to fifteen persons
from May 1993 to November 1994 in exchange for the conversion of certain loans  
and accounts payable which totaled approximately $1,529,332, including accrued  
interest.  The Company agreed to register the shares in connection with the     
loan conversions.                                                               

   3.  727,273 shares of Common Stock which were issued upon the exercise of
an option which was issued to a person who invested $100,000 with the Company   
during January 1992, and for which the Company agreed to register the shares.   

4.  1,040,000 shares of Common Stock which were issued to six persons 
during May 1993, in connection with a private placement and for which the       
Company agreed to file a registration statement to register such shares for     
sale on behalf of such shareholders.                                            

5.  119,000 shares which were issued to one person on March 31, 1992, 
upon the exercise of Class A Warrants at a price of $2.00 per share.  The       
shares were paid for by converting debt owed by the Company to this person.     
The Company had agreed to register these shares when the warrants were issued.  

 6.  133,500 shares which were issued to one person during January 1992,
in connection with a private placement transaction and for which the Company    
agreed to file a registration statement to register such shares for sale on     
behalf of such shareholder.                                                     

------------------      

The date of this Prospectus is February 14, 1996.           

------------------      
 7.  40,000 shares which were issued to one person during February 1992,
in connection with the settlement of the termination of the lease for the       
Company's planned museum and for which the Company agreed to file a             
registration statement to register such shares for sale on behalf of such       
shareholder.                                                                    

  8.  60,000 shares of Common Stock out of a total of 127,000 shares which
were issued to certain accredited investors during April 1990, in connection    
with a private offering of the Company's shares and for which the Company       
agreed to file a registration statement to register such shares for sale on     
behalf of such shareholders.                                                    

9.  600,000 shares of Common Stock which were issued to Valley Ocean  
Technology, Ltd. on February 4, 1991, in exchange for 100% of the outstanding   
shares of Valley Marine, Inc., the corporation which owned the vessel named     
SEAHAWK RETRIEVER.  The Company had previously agreed to register these         
shares.                                                                         

10.  1,302,438 shares of Common Stock which were issued to five persons 
during June 1994, in connection with a private placement and for which the      
Company agreed to file a registration statement to register such shares for     
sale on behalf of such shareholders.                                            

  11.  1,040,000 shares of Common Stock which were issued to one shareholder
during November 1994, in a private transaction and for which the Company        
agreed to file a registration statement to register such shares for sale on     
behalf of such shareholder.                                                     

12.  100,000 shares of Common Stock which were issued to one shareholder
during February 1994, as payment for a 36 foot motor vessel and for which the   
Company agreed to file a registration statement to register such shares for     
sale on behalf of such shareholder.                                             

13.  367,866 shares of Common Stock which were issued to two of the     
Company's officers in 1994 and 1995 as payment for accrued and unpaid           
remuneration and for which the Company agreed to register the shares.           

 14.  40,000 shares of Common Stock which were issued to one person during
July 1995, upon the exercise of Class G Warrants at a price of $0.25 per        
share.  The shares were paid for by converting debt owed by the Company to      
this person.  The Company had agreed to register these shares when the          
warrants were issued.                                                           

 15.  25,000 shares of Common Stock which were issued to Daniel J. Derfus,
a director of the Company, during July 1995, upon the exercise of Class P       
Warrants at a price of $0.30 per share.  The shares were paid for by            
converting debt owed by the Company to Mr. Derfus.  The Company had agreed to   
register these shares when the warrants were issued.                            

 16.  40,000 shares of Common Stock which were issued to one person during
July 1995, and 20,000 shares issued to a partnership during August 1995, in     
connection with an adjustment in the terms of a joint venture agreement         
between the person, the partnership and the Company.  Also included are an      
additional 40,000 shares issued to the partnership during January 1996          
pursuant to the terms of the joint venture agreement.  The Company agreed to    
file a registration statement for such shares on behalf of such shareholders.   

 17.  15,790 shares of Common Stock which were issued to one person during
August 1995, in exchange for an account payable totaling $3,000.  An            
additional 25,000 shares of Common Stock which were issued to the same person   
in connection with a service contract for offshore operations.  The Company     
agreed to register the shares.                                                  

  18.  360,000 shares of Common Stock which were issued to one person during
October 1995 in connection with the settlement of a lawsuit and for which the   
Company agreed to file a registration statement to register the shares.         

 19.  50,000 shares of Common Stock which were issued to one person during
October 1995 in connection with a loan transaction for which the Company        
agreed to register the shares.                                                  

  20.  105,269 shares of Common Stock which were issued to one person during
October 1995 in connection with the exercise of outstanding options and for     
which the Company agreed to register the shares.                                

21. 1,259,136 shares of Common Stock which were issued to 20 persons    
during the period from August through November 1995 in connection with a        
private placement at a price of $.25 per share and for which the Company        
agreed to file a registration statement to register such shares on              
behalf of such shareholders.  Also included are an additional 314,718 shares    
which were issued to these 20 persons during January 1996 due to a requirement  
to issue an additional 20% of the original number of shares if the shares       
issued in the private placement were not registered by December 31, 1995.       

22. 2,400,000 shares of Common Stock which were issued to six persons in
exchange for 100% of the outstanding shares of Seahawk, Inc., the corporation   
which owns the vessel named Seahawk.  The Company agreed to register the        
shares.                                                                         

23. 64,000 shares of Common Stock which were issued to a creditor in    
settlement of a debt and for which the Company agreed to register the shares.   

  The total estimated expenses incurred in connection with the preparation
of this Prospectus are $65,000, all of which will be paid by the Company.       

The Common Stock of the Company is presently traded on the NASD       
Electronic Bulletin Board under the symbol "SDOT."  On February 13, 1996,       
1995, the closing price for the Common Stock as reported on the Electronic      
Bulletin Board was $.25 per share.                                              

---------------------             

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  PERSONS INVESTING IN 
THESE SECURITIES SHOULD BE ABLE TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT.    
(SEE "RISK FACTORS.")                                                           

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR     
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL  
OFFENSE.                                                                        
---------------------             

The Company is subject to the informational requirements of the       
Securities Exchange Act of 1934 and in accordance therewith files reports,      
proxy statements and other information with the Securities and Exchange         
Commission (the "Commission").  Such reports, proxy statements and other        
information filed by the Company with the Commission can be inspected and       
copied at the public reference facilities maintained by the Commission at Room  
1024, 450 Fifth Street, N.W., Washington, D.C.; and at the Commission's         
regional offices: 75 Park Place, New York, New York 10278; and 500 West         
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such       
materials can also be obtained at prescribed rates from the Public Reference    
Section of the Commission at its principal office at Room 1024, 450 Fifth       
Street, N.W., Washington, D.C. 20549.                                           

PROSPECTUS SUMMARY                  

The Company                                                                     

  Seahawk Deep Ocean Technology, Inc. (the "Company") was formed under the
laws of the State of Colorado on September 17, 1986, for the purpose of         
creating a corporate vehicle to seek and acquire a business opportunity.        

  In October of 1988, the Company completed a public offering of 1,200,000
shares of Common Stock at an offering price of $.50 per share.  The net         
proceeds of that offering to the Company were approximately $490,000.           

On March 13, 1989, the Company issued 2,000,000 shares of its no par  
value Common Stock to the holders of 100% of the outstanding common stock of    
R/V Seahawk, Inc. ("R/V Seahawk") in an exchange transaction in which R/V       
Seahawk became a wholly owned subsidiary of the Company.  During September,     
1989 the Company's name was changed from Fox Ridge Capital, Inc. to Seahawk     
Deep Ocean Technology, Inc.  On March 2, 1992, R/V Seahawk was merged into the  
Company.                                                                        

 On June 12, 1992, the Company effected a one for fifty reverse split of
the shares of the Company's Common Stock outstanding.  All financial            
information and share data in this Prospectus gives retroactive effect to this  
reverse split.                                                                  

 On September 12, 1989, the Company organized Seahawk Artifact Recovery,
Inc.  This subsidiary was inactive throughout 1989 and 1990.  In January 1991,  
its name was changed to Seahawk Museum Development, Inc.  This subsidiary was   
developing plans for a shipwreck and treasure museum in St. Petersburg,         
Florida, however, the Company's inability to finance the museum has forced the  
Company to put the museum plans on hold until appropriate financing can be      
arranged.                                                                       

  Unless the context otherwise requires, the term "Company" as used herein
refers to Seahawk Deep Ocean Technology, Inc. and its wholly owned subsidiary   
Seahawk Museum Development, Inc.                                                

   The Company is an oceanographic service company which is involved in deep
water search, survey and recovery operations.  The Company serves as the        
general partner for three limited partnerships which were formed for the        
purpose of raising money to search for and locate shipwrecks.  The Company      
currently leases or owns and operates a variety of subocean equipment           
including a 204 foot recovery vessel, an 83 foot survey vessel, ROV's           
(Remotely Operated Vehicles), and other specialized search and recovery         
equipment which enables it to locate, photograph and retrieve items lost on     
the seabed in deep water.                                                       

The Company is also seeking opportunities where it can lease its      
equipment to others and generally act as an underwater contractor.              

 The partnerships formed by the Company and for which the Company serves
as the general partner are engaged in the business of attempting to locate,     
identify, recover and market the cargoes and artifacts associated with one or   
more shipwrecks in a specific area.  The Company, on the other hand, provides   
to the partnerships the data, manpower and equipment necessary for the          
partnerships to carry out this business purpose.  The Company is also engaged   
in the business of locating, identifying, recovering and marketing the cargoes  
and artifacts associated with shipwrecks on its own behalf and for others on a  
world wide basis.                                                               

The Company's offices are located at 5102 South Westshore Boulevard,  
Tampa Florida 33611.  Its telephone number is (813) 832-4040.  (See             
"DESCRIPTION OF BUSINESS -- Facilities.")                                       

Offering Summary                                                                

                                                                · Download Table
                                                                            
   Type of Security:        Common Stock, No Par Value                      

   Shares Offered by                                                        
   Selling Shareholders:    17,086,125                                      

Shares offered by                                                           
   the Company:             None                                            

            Total           17,086,125                                      

   Shares Outstanding as                                                    
   of January 31, 1996      25,473,914                                      

   Proceeds From the                                                        
   Offering:                All proceeds from the sale of the 17,086,125    
                            shares offered by the Selling Shareholders will 
                            accrue to the Selling Shareholders.  No proceeds
                            will accrue to the Company from the shares of-  
                            fered by the Selling Shareholders. The shares   
                            are expected to be offered and sold at prices   
                            related to the prevailing market prices at the  
                            time such shares are sold.                      

Financial Summary                                                               

The following financial summary is derived from the consolidated      
financial statements of the Company, and should be read in conjunction with     
such financial statements and accompanying notes appearing elsewhere in this    
Prospectus.  This financial data is not covered by the report of the            
independent accountants.  The per share amounts and the weighted average        
number of shares have been adjusted for the effect of the one for fifty (1 for  
50) reverse stock split effected on June 12, 1992.  (See "FINANCIAL             
STATEMENTS.")                                                                   

                                                                · Download Table

                                                                     At      
                                             At                  December 31,
Balance Sheet Data:                  September 30, 1995              1994    
-------------------                    ---------------           ------------
                                                                             
Current Assets                           $   69,348               $  307,103 
Total Assets                              2,794,115                3,112,850 
Current Liabilities                       1,776,193                2,421,991 
Total Liabilities                         2,616,193                2,421,991 
Stockholders' Equity                        177,922                  690,859 
                                                                · Download Table

Statement of                For the Nine Months          For the Year Ended   
Operations Data:             Ended September 30,             December 31,     
----------------        -------------------------   ------------------------- 
                           1995           1994          1994           1993   
                        ----------    -----------    ------------ ----------- 
                                                                              
Revenues                $ 437,489    $    47,200    $   182,227   $   436,631 
Net Loss                $(812,955)   $(1,107,201)   $(1,451,232)  $(1,876,862)
Net Loss Per Common                                                           
 Share                  $   (0.04)   $     (0.07)   $     (0.09)  $     (0.17)

RISK FACTORS          

 These securities involve a high degree of risk.  Prospective purchasers
should consider carefully, among other factors set forth in the Prospectus,     
the following:                                                                  

1.  Need for Additional Financing.  The Company needs additional      
financing in order to finance the search for additional shipwrecks, the         
continued excavation of wreck sites, the $1 million obligation to Commercial    
Union Capital Limited which is payable over the two years from June 1, 1995,    
and to pay the continuing overhead expenses of the Company.  Except for the     
revenue received from the lease of the Retriever (see "BUSINESS --              
Equipment"), the Company currently has no clear source for any material         
revenues or financing.  The Company's future revenues or financing will depend  
upon the sale of artifacts by Seahawk I, Ltd., the formation of new             
partnership(s) to pay for search and recovery, the leasing or sale of           
equipment to others, or the exercise of outstanding warrants.  The formation    
of new partnerships will dilute any potential return to the Company from a      
wreck due to the distributions which would be due to the partners.              

 The vessel Retriever has been pledged as security for the obligation to
Commercial Union.  Therefore, if the Company defaults on this obligation,       
Commercial Union could take possession of the Retriever which in turn would     
terminate the revenues which the Company receives from the lease of the         
Retriever.                                                                      

 Seahawk I, Ltd. and Seahawk II, Ltd. are both out of cash and currently
do not intend to raise any more financing.  Seahawk I, Ltd. is attempting to    
make arrangements to sell artifacts, reproductions and items based on           
artifacts on home shopping television channels.  Seahawk II, Ltd. has           
terminated all business activity.  Eagle Partners, Ltd. has formed a joint      
venture with Sea Miners, Inc. of Baltimore, Maryland, to jointly search for a   
shipwreck.  The joint venture has raised $100,000 to fund the inspection of     
certain sites and is attempting to arrange additional project funding.  (See    
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF     
OPERATIONS" below.)                                                             

2.  Difficulty of Obtaining Additional Financing.  The Company's poor 
financial condition and the existence of the SEC investigation, which           
commenced in March 1992, and culminated in a civil injunctive action filed in   
August 1994, have made it very difficult to raise any kind of financing.  For   
example, at various times during the past three years the Company has borrowed  
money from investors in order to finance the Company's operations.  In          
connection with these loans, the Company has needed to issue warrants to the    
investors as additional consideration for the loans.                            

3.  Limited Operating History, Operating Losses, and Qualified        
Accountants Opinion.  The Company has only had a limited operating history and  
has incurred substantial operating losses since its inception.  During the      
fiscal year ended December 31, 1994, the Company had a net loss of              
($1,451,232) and had an accumulated deficit of $(11,032,995).  In the           
Company's financial statements for the year ended December 31, 1994, Giunta,    
Ferlita & Walsh, P.A., the Company's independent certified public accountants,  
included an opinion which expressed substantial doubt as to the Company's       
ability to continue as a going concern.  There can be no assurance that the     
Company will be able to continue in business, and if so that it will ever be    
able to achieve profitable operations.  (See "FINANCIAL STATEMENTS.")           

  4.  Speculative Nature of Shipwreck Search and Recovery.  The search for
possible shipwrecks and the recovery of objects therefrom, particularly in      
deep water, is an extremely speculative high risk venture.  Even though the     
Company's first two partnerships, Seahawk I, Ltd. and Seahawk II, Ltd., have    
each located shipwreck sites, and removed artifacts therefrom, there is no      
assurance that the recovery of the wrecks will be profitable.   In addition,    
the retrieval, identification, conservation and storage of such objects will    
be costly and time consuming.  If a shipwreck is determined by the Company to   
be worthy of salvage, because of the costs and inherent risks of deep water     
salvage, there can be no assurance that sufficient additional funds or salvage  
contracts with others can be obtained for such salvage, or even if obtained,    
that such salvage will prove successful.                                        

 5.  SEC Administrative Proceeding and Civil Injunctive Action.  On July
30, 1992, the SEC issued an order directing the staff of the Division of        
Enforcement (the "Division") to conduct an examination pursuant to Section      
8(e) of the Securities Act of 1933 (the "Act") to determine whether a stop      
order should be issued relating to a registration statement which the Company   
had filed during March 1992 and which had become effective by the passage of    
time on August 1, 1992.  Under Section 8(d) of the Act, a stop order            
proceeding was instituted against the Company by order of the SEC dated         
January 12, 1993.  A hearing was held before an SEC Administrative Law Judge    
during late January and early February 1993.                                    

On May 26, 1993, the Administrative Law Judge issued his Initial      
Decision.  The Judge concluded that the registration statement filed by the     
Company was materially false and misleading and that the Company failed to      
cooperate with the examination conducted by the Division's staff.  A stop       
order was issued suspending the effectiveness of the Company's registration     
statement.                                                                      

  The primary focus of the proceeding was the value of shipwreck artifacts
owned by the Company and an affiliated partnership, Seahawk I, Ltd.  The Judge  
found that the Company had overstated the value of the artifacts on its         
balance sheet and in other financial information provided in its registration   
statement.  The Judge concluded that the total net realizable value of all the  
artifacts owned by the Company and Seahawk I was $1,356,361 of which amount     
$285,413 was attributed to the Company artifacts and $1,070,948 was attributed  
to the Seahawk I artifacts.  As a result of this Decision, and in order to      
present the financial statements in accordance with generally accepted          
accounting principles, the Company and Seahawk I, Ltd. restated their December  
31, 1990 and 1991 financial statements.                                         

The findings of the Administrative Law Judge could possibly be used by
private litigants in civil suits against the Company to provide that the        
Company misstated material facts in certain periodic reports it filed with the  
SEC.                                                                            

  During August 1994, the SEC filed a civil action against the Company and
three former officers and directors of the Company seeking injunctive relief    
against the Company and injunctive and monetary relief against the former       
offices and directors.   The SEC did not seek any financial penalties or other  
monetary relief against the Company.                                            

  The Complaint filed by the SEC alleged that the Company violated Section
17(a) of Securities Act of 1933 and Sections 10(b), 13(a) and 13(b) of the      
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13 and      
13b2-1 promulgated thereunder.  The SEC alleged that between April 1989 and     
July 1991, the Company and three former directors and officers disseminated to  
the public, in the form of television broadcasts, videotapes and press          
releases, false and misleading material information and failed to disclose      
certain material information concerning the Dry Tortugas shipwreck discovered   
and excavated by the Company.  The SEC also alleged, as it did in the stop      
order proceeding, that the Company  materially overstated the value of          
artifacts on its balance sheet and in other financial information provided in   
the registration statement of the Company and two amendments thereto filed in   
1992 with the SEC and in certain periodic reports of the Company filed in 1992  
with the SEC.                                                                   

  The Company and the staff of the SEC negotiated a settlement whereby the
Company agreed to consent to the entry of a final judgement of permanent        
injunction, without admitting or denying any of the allegations in the          
Complaint.  In addition, the Company agreed that it will not employ two of the  
three former officers and directors as officers and directors of the Company    
or any subsidiaries of the Company, use corporate funds to pay for or           
reimburse any costs incurred by them for the defense of any civil or            
administrative action instituted against them by the SEC, or redeem or          
purchase any stock they own until after the termination of any such action.     

  6.  Success Dependent on Management.   Success of the Company depends on
the active participation of John T. Lawrence and John P. Balch.  The Company    
has no "key-man" life insurance on either of these persons.  The loss of the    
services of either Mr. Lawrence or Mr. Balch would adversely affect the         
Company's business and its likelihood of continuing operations.                 

7.  Natural Hazards.  Underwater salvage and recovery operations are  
inherently difficult and dangerous and may be delayed or suspended by weather,  
sea conditions and other natural hazards.                                       

8.  Title to Objects Located.  Persons and entities other than the    
Company (both private and governmental) may claim title to shipwrecks or        
objects located by the Company.  Even if the Company is successful in locating  
and salvaging one or more shipwrecks, there is no assurance that the Company    
will be able to establish its right to property recovered as against            
governmental entities claiming an interest therein, prior owners or other       
attempted salvors.  (See ("BUSINESS -- Legal Aspects of International           
Salvage.")                                                                      

9.  Uncertain Market For and Value of Recovered Objects.  Even if     
valuable items can be located and salvaged by the Company, it is difficult to   
predict the price that might be realized for these items.  The value of many    
recovered items may fluctuate with a precious metals market which has been      
highly volatile in recent years.  Additionally, sale for historical or          
numismatic value may require the assistance of experts, which assistance might  
not be readily available and could be prohibitively expensive.  Moreover, the   
entrance on the market of a large supply of antique items from shipwrecks       
located and salvaged by the Company or others could itself depress the market   
for these items.                                                                

 10.  Delay in Distribution or Sale of Recovered Items.  The methods and
channels to be used in the disposition of the salvaged items are uncertain at   
present, except for the Company's plans to market artifacts, reproductions and  
items based on artifacts on home shopping television channels.  The Company is  
also contemplating the opening of a shipwreck and treasure museum including a   
gift shop for the sale of artifacts.  (See "BUSINESS -- Plan of Operations --   
Marketing of Artifacts" below.)  Ready access to buyers for disposition of any  
artifacts or other valuable salvaged items recovered by the Company, cannot be  
assured and delays in the disposition of such salvaged items are very           
possible.  In fact, the Company may decide to not sell all or a portion of the  
salvaged items for a certain period of time  in an attempt to enhance their     
value.  The storage and security of salvaged items pending sale will, most      
likely be expensive.                                                            

   11.  Conflicts of Interest.  Two of the Company's principal shareholders,
John C. Morris and Gregory P. Stemm, are subject to various significant         
potential conflicts of interest with the Company arising from the relationship  
of their affiliates to the Company.  Since 1989, the Company has leased the     
research vessel SEAHAWK from Seahawk, Inc., a corporation owned principally by  
Messrs. Morris and Stemm.  During October 1995, the Company entered into an     
agreement with the stockholders of Seahawk, Inc., in which the Company          
purchased all of the outstanding common stock of Seahawk, Inc. in exchange for  
2,400,000 shares of the Company's Common Stock. (See "TRANSACTIONS WITH         
MANAGEMENT AND OTHERS.")                                                        

On June 1, 1994, the Company entered into a contract for consulting   
services with Remarc International, Inc., a corporation owned by Messrs.        
Morris and Stemm, whereby Remarc was to seek to obtain a permit for a project   
in South American waters on behalf of the Company in return for between 6.0%    
and 9.5% of the gross recovery of the project, depending on the percentage      
paid to the South American government.  In furtherance of the negotiations for  
the permit, it became prudent to join forces with a South American competitor   
to form a bidding Consortium.  The Consortium rendered the original             
Consultancy Agreement with Remarc inappropriate and under a Joint Venture       
Agreement dated August 1995, with the Company, Remarc agreed to forego its      
entitlement to the percentage of the gross recovery of the project and instead  
become an equal partner with the Company in a local company that owns half of   
the Consortium.  All transactions involving Messrs. Morris and Stemm, or their  
affiliates, have been and will be approved by the Board of Directors.           

 In addition, the Company has in the past, and intends in the future, to
form partnerships to pay for the search and recovery of shipwrecks where the    
Company serves as the general partner of the partnership.  Potential conflicts  
of interest may exist between the Company and the partnerships arising from     
this relationship.                                                              

 The three partnerships which have been formed by the Company are in the
business of "engaging in expeditions attempting to locate, identify, recover    
and market the cargoes and artifacts associated with one or more shipwrecks     
within a specified geographic area," while the Company is engaged in the        
business of providing the data, manpower and equipment necessary to locate,     
identify, recover and market the cargoes and artifacts associated with          
shipwrecks, both for itself and others, on a world wide basis.  The Company     
expects that any future partnerships which may be formed would also be limited  
to the search for a specific wreck or for the search of a specific geographic   
area.  The Company believes that the practice of limiting the business of a     
partnership to a specific wreck or geographic area will mitigate the effects    
of any conflicts of interest.  (See "TRANSACTIONS WITH MANAGEMENT AND           
OTHERS.")                                                                       

12.  Competition.  The Company is aware of at least one other operating 
company which is engaged in the business of locating and retrieving shipwrecks  
from deep water.  There are also several companies operating on a world wide    
basis who may have the technological capability necessary to compete with       
Seahawk.  In the event these companies decided to enter the shipwreck           
business, they may have greater experience, technology and financial            
resources.  There are a number of investor groups, or other entities, which     
have been formed for the purpose of searching for a particular shipwreck.  As   
different technologies which can be utilized in the search and recovery of      
shipwrecks are developed or improved the likelihood of competitors may          
increase.                                                                       

 13.  Control by Present Management.  The present Officers and Directors
of the Company beneficially own 1,966,802 shares or approximately 7.5% of the   
Company's outstanding shares, and, as a practical matter, control the           
operations and affairs of the Company.  (See "SECURITY OWNERSHIP OF MANAGEMENT  
AND PRINCIPAL SHAREHOLDERS.")                                                   

14.  Warrants Outstanding to Purchase 6,540,695 Shares.  In connection
with several private placement transactions, loans, loan conversions, and       
settlement agreements during a period from December 1991 through July 1995,     
the Company issued warrants to purchase 7,679,132 shares of Common Stock.       
During this period, 1,012,000 of these Warrants were exercised and 126,437      
Warrants expired.  Included in the 6,540,695 Warrants remaining outstanding     
are Warrants to purchase:                                                       

                                                                · Download Table
                                                        
  142,000     shares at $0.10                           
1,000,000     shares at $0.25                           
  175,000     shares at $0.30                           
3,803,750     shares at $0.32                           
   32,000     shares at $0.38                           
1,100,000     shares at $0.50                           
  100,000     shares at $1.00                           
   25,754     shares at $2.00                           
   32,191     shares at $5.00                           
  100,000     shares at the lower of $2.50 or the lowest
              bid price in previous 180 days            
---------                                               
6,540,695                                               

 The exercise of these warrants would dilute the percentage ownership of
the Company's current shareholders.                                             

  15.  Sales by Selling Shareholders.  The shares being offered hereby are
being offered solely by Selling Shareholders who are not restricted as to the   
price or prices at which they may sell the shares.  To the extent that shares   
are sold below the then current level at which the Company's shares are         
trading, the market price of the Company's Common Stock may be adversely        
affected.  Further, this offering may depress the market price of the           
Company's Common Stock because of the large number of shares being offered and  
the absence of a fixed offering price.  The Company's ability to raise equity   
capital by selling shares of its Common Stock for cash may be impaired because  
of this offering by Selling Shareholders.                                       

  Selling Shareholders must comply with the requirements of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,   
and the rules thereunder including Rules 10b-2, 10b-6 and 10b-7, in offers and  
sales of their shares.  In particular, Selling Shareholders may not:  (i) pay   
commissions or finder's fees to anyone other than normal brokers' commissions   
paid to their brokers who execute their orders for sales; (ii) bid for or       
purchase for their own account or the account of any affiliate (including any   
other Selling Shareholder) or induce others to bid for or purchase, any of the  
Company's shares, including those shares offered by this Prospectus, until      
their shares have been sold; or (iii) make any bids for or purchases of such    
shares, directly or indirectly, for the purpose of stabilizing the price of     
the Company's Common Stock.  Additionally, Selling Shareholders including       
brokers through whom their sales are made, as well as dealers who purchase      
shares being offered hereby for resale, must comply with the prospectus         
delivery requirements of the Securities Act of 1933, as amended, during the     
term of this offering.                                                          

16.  Dividends.  No dividend has been paid on the Common Stock since    
inception and none is contemplated at any time in the foreseeable future.       
(See "DESCRIPTION OF SECURITIES.")                                              

17.  Shares Eligible for Future Sale.  Of the shares of the Company's   
Common Stock outstanding, 17,712,291 are "restricted securities" and under      
certain circumstances may in the future be sold in compliance with Rule 144     
adopted under the Securities Act of 1933, as amended.  Future sales of those    
shares under Rule 144 could depress the market price of the Common Stock in     
any market which may exist.  Of such shares, approximately 5,694,047 shares     
are currently eligible for sale pursuant to Rule 144.                           

18.  Preferred Stock.  The Company is authorized to issue 60,000,000  
shares of Preferred Stock, no par value.  The Preferred Stock may be issued in  
series from time to time with such designation, rights, preferences and         
limitations as the Board of Directors of the Company may determine by           
resolution.  The potential exists, therefore, that preferred stock might be     
issued which would grant dividend preferences and liquidation preferences to    
preferred shareholders over common shareholders.  Unless the nature of a        
particular transaction and applicable statutes require such approval, the       
Board of Directors has the authority to issue these shares without shareholder  
approval.  The issuance of Preferred Stock may have the effect of delaying or   
preventing a change in control of the Company without any further action by     
shareholders.  There are currently 200,000 shares of Series 1 Convertible       
Preferred Stock outstanding.  (See "DESCRIPTION OF SECURITIES.")                

MARKET PRICE AND DIVIDENDS        

   The Company's Common Stock is traded on the over-the-counter market.  The
following table sets forth the range for high and low bid quotations for the    
Company's securities as reported by NASDAQ until February 10, 1994, and the     
NASD's Electronic Bulletin Board since February 10, 1994.  These prices are     
believed to be representative inter-dealer quotations, without retail markup,   
markdown or commissions, and may not represent actual transactions.  The        
Company's Common Stock traded on the NASDAQ Small Cap Market under the symbol   
"SDOT" from January 24, 1990 until February 10, 1994, when it was delisted for  
non-compliance with the rule that requires companies with net equity lower      
than $2,000,000 to maintain a minimum bid stock price of $1.00.                 

                                                                · Download Table

                                          Bid            
                                 ------------------------
Quarter Ended                      High           Low    
-------------                    --------       ---------
                                                         
March 31, 1992                   $3.12500       $1.562500
June 30, 1992                    $3.50000       $1.250000
September 30, 1992               $3.25000       $0.187500
December 31, 1992                $0.40625       $0.125000

March 31, 1993                   $1.00000       $0.125000
June 30, 1993                    $1.37500       $0.500000
September 30,1993                $1.06250       $0.531300
December 31, 1993                $0.78130       $0.187500

March 31, 1994                   $0.56250       $0.500000
June 30, 1994                    $0.34380       $0.250000
September 30, 1994               $0.42190       $0.343800
December 31, 1994                $0.37500       $0.156250

March 31, 1995                   $0.35938       $0.34375 
June 30, 1995                    $0.40625       $0.31250 
September 30, 1995               $0.50000       $0.25000 
December 31, 1995                $0.8125        $0.0625  


Approximate Number of Holders of Common Stock                                   

The number of beneficial holders of the Company's no par value Common 
Stock at February 1, 1996, was approximately 8,000.                             

Dividends                                                                       

  Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors.  The Company has not paid any     
dividends on its Common Stock and the Board of Directors of the Company         
presently intends to pursue a policy of retaining earnings, if any, for use in  
the Company's operations and to finance expansion of its business.  The         
declaration and payment of dividends in the future, of which there can be no    
assurance, will be determined by the Board of Directors in light of conditions  
then existing, including the Company's earnings, financial condition, capital   
requirements and other factors.                                                 

USE OF PROCEEDS           

   No proceeds from the sale of the 17,086,125 shares offered by the Selling
Shareholders will accrue to the Company.                                        

 Although the Company will not be receiving any additional proceeds from
the sales made by the Selling Shareholders, the Company has received            
consideration from the Selling Shareholders when the shares being registered    
were originally issued by the Company.                                          

MANAGEMENT'S DISCUSSION AND ANALYSIS OF         
FINANCIAL CONDITION AND RESULTS OF OPERATIONS         

General                                                                         

  The Company was formed on September 17, 1986 for the purpose of creating
a corporate vehicle to seek and acquire a business opportunity.  The Company    
completed a public offering during October, 1988 and received net proceeds of   
approximately $490,000.  On March 13, 1989 the Company acquired 100% of the     
outstanding stock of R/V Seahawk, Inc. ("R/V Seahawk") in exchange for          
2,000,000 shares of the Company's Common Stock.  The Company had no             
significant operations prior to the March, 1989 acquisition of R/V Seahawk.     
On March 2, 1992, R/V Seahawk was merged into the Company.                      

Results of Operations                                                           

Nine Months Ended September 30, 1995, Compared to Nine Months Ended   
September 30, 1994                                                              

 The net loss for the nine months ended September 30, 1995, was $812,955
as compared to a loss of $1,107,201 in the corresponding period of 1994.        

 The reduced loss for the nine months ended September 30, 1995, compared
to the nine months ended September 30, 1994, resulted from an increase in       
revenues of $390,289 while operating expenses (down by $102,059 to $518,656)    
decreased and administrative expenses (up by $188,820 to $563,804) increased.   

   The most significant revenues and cost reductions resulted primarily from
the charter of the M/V Seahawk Retriever which provided an increase in revenue  
of $281,667 during the 1995 period while there was no such revenues during the  
same nine months of 1994.  There also was a reduction of $28,263 in marine      
operations expense to $205,610 for the nine months ended September 30, 1995,    
compared to $233,873 for the corresponding period of 1994.  The major savings   
in the cost of vessel operations were achieved by decreases in the costs of     
insurance (down $9,478), dockage (down $14,927), supplies and consumables       
(down $2,286), and repairs (down by $3,005).                                    

A reduction of $84,089 in depreciation expense during the nine months 
ended September 30, 1995, as compared to the equivalent nine months of 1994     
resulted primarily from the sale of the ROV Merlin and associated equipment     
during 1994 and the expiration of useful life of certain computer equipment.    
The Company expects that the adoption of SFAS No. 121, Accounting for the       
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,    
which will become effective for fiscal years beginning after December 15,       
1995, would have no effect on the financial statements as of September 30,      
1995.                                                                           

 An increase in interest expense of $69,795 during the nine months ended
September 30, 1995, as compared to the equivalent nine months of 1994 was       
offset by a decrease in the loss on partnership operations of $30,338, an       
increase in interest income from affiliates of $22,438 and a gain in the sale   
of marketable securities of $19,900.                                            

Administrative expense totaled $563,804 for the nine months ending    
September 30, 1995, as compared to $374,984 for the same period in 1994.        
Major components of the administrative expense for the nine months ending       
September 30, 1995, were accounting expense ($32,712), provision for bad debt   
($174,310), legal costs ($73,421), personnel costs ($244,476), and telephone    
and communications ($15,188).  The provision for bad debt related to an amount  
due by International Diving and Consulting Services, Inc. for the charter of    
the vessel M/V Seahawk Retriever.                                               

Year Ended December 31, 1994, Compared to Year Ended December 31, 1993

The net loss for the year ended December 31, 1994, was $1,451,232 as  
compared to a loss of $1,876,863 for the year ended December 31, 1993, a        
decrease in losses of about 23%.                                                

The reduction in revenues to $182,227 in 1994 from $436,631 in 1993   
resulted from a decrease in revenue-producing partnership operations to         
$50,285 in 1994 from $430,545 in 1993.  Revenue from affiliated partnerships    
was down primarily due to management's decision to no longer perform marine     
services for Eagle Partners, Ltd. until the partnership secures funding to      
pay for the services.  This was offset by a $125,856 increase in revenue from   
others ($131,942 in 1994 as compared to $6,086 in 1993).  This increase was     
largely due to the revenue on the lease of the vessel "M/V Seahawk Retriever"   
pursuant to a Bareboat Charter Agreement between the Company and an unrelated   
party which began producing revenue in September 1994.                          

An increase in operating expenses to $836,580 in 1994 from $811,974 in
1993 resulted in part from an increase in expense associated with vessel        
operations to $319,346 in 1994 from $225,403 in 1993.  There were increases in  
the costs of insurance (to $46,863 from $18,898), dockage (to $22,527 from      
$6,812), and personnel (to $178,567 from $104,620) with a decrease in vessel    
maintenance expenses to $22,025 in 1994 from $41,022 in 1993.  The dockage,     
personnel, and insurance increases were directly attributable to the overhead   
of the M/V Seahawk Retriever in the third quarter of 1994 following the         
vessel's release from arrest.  The Company did not bear such costs during       
1993.  The rental of the vessel R/V Seahawk increased to $72,000 in 1994 from   
$54,000 in 1993 as the vessel was rented for the full year in 1994 and only 9   
months in 1993.  Depreciation expense decreased to $324,515 in 1994 from        
$426,087 in 1993 mostly due to the sale in 1994 of the ROV Merlin.              

  A $214,595 reduction in administrative expense to $516,241 from $730,835
in 1993, resulted primarily from reduced legal expenses (to $78,780 in 1994     
from $237,428 in 1993) as the Company no longer incurred the higher costs due   
to the SEC investigation and the Commercial Union lawsuit in 1994.  There was   
also a reduction  in accounting expense (to $33,434 from $58,247),              
administrative salary expense (to $127,847 from $134,195) and a reduction in    
general administrative costs of $8,106 due to the continued strategy of         
overhead reduction in line with operational activity and cash resources.        
There were moderate increases in costs of consulting (increase of $19,436),     
printing (increase of $4,267), postage (increase of $2,178) and insurance       
(increase of $2,941).                                                           

Interest expense was up by $60,792 due to an increase in notes payable
during 1994 when new notes amounting to $310,000 were issued.  Interest         
expense also continued to accrue to Commercial Union on the long-term debt.  A  
decrease in losses resulting from partnership operations to $60,763 in 1994     
from $394,283 in 1993, was primarily due to a lack of funding for the           
partnership's operations and the consequent reduction in their overall          
expenditures.  There was also a reduction of loss due to disposal of assets to  
$45,181 in 1994 from $260,006 in 1993 since the loss on the sale of the ROV     
"Merlin" was provided for in the earlier year.                                  

Liquidity and Capital Resources                                                 

At December 31, 1994, the Company had negative working capital of     
$(2,114,888).  During the nine months ended September 30, 1995, the Company's   
working capital increased to a negative $(1,706,845).                           

  The increase in working capital of $408,043 in the period was mostly the
result of restructuring $825,000 of the preferred ships' mortgage with          
Commercial Union Capital Limited to long-term debt from current liability.      
Net operating losses before depreciation were financed by the proceeds from     
the sale of marketable securities and the issuance of common stock.             

In September 1994 and November 1994, the Company issued 1,001,875 and 
800,000 shares of common stock, respectively, in two private placements.        
Under the terms of the private placements, if the stock issued was not          
registered by December 31, 1994, and March 10, 1995, a bonus of 30% of the      
original issue became due.  The shares were not registered within the time      
limit, consequently 300,562 shares of common stock were issued on January 1,    
1995, and 240,000 were issued in May 1995.  On January 1, 1995, $83,702 of      
accrued expense was converted into 264,774 shares of common stock, and on       
March 1, 1995, an account payable of $4,609 was converted into 31,926 shares    
of common stock.  On June 30, 1995, a debt holder exercised warrants for        
40,000 shares of common stock in exchange for $10,000 of debt owed by the       
Company.  During August and September 1995, the Company issued $698,836 shares  
of common stock for $174,709 cash raised in a private placement stock           
offering.  After September the Private Placement was closed out.  The total     
amount raised was $314,784 by the placement of 1,259,316 shares.                

In October 1993, the Company signed a marketing agreement with Buckeye
Communications, Inc.  The agreement sets out the terms under which the          
Company's artifacts, products derived from the artifacts and products derived   
from the Company's archive material would be marketed by Buckeye on a           
worldwide exclusive basis.  Any sales resulting from this marketing effort      
were to result in royalty payments to the Company.  Similar agreements were     
signed between Buckeye and Seahawk I, Ltd., Seahawk II, Ltd. and Eagle          
Partners, Ltd.  The agreements required a minimum revenue to the Company and    
its Affiliates of $350,000 in the first two years in order for the agreements   
to continue in force.  The development of products under the marketing          
agreement took longer than expected, and little revenue was earned from the     
agreement with Buckeye.  The required minimum revenue in the two years to       
October 1995 was not achieved, and the agreement expired in October 1995.       
During 1994, Buckeye did provide a licensing agreement with a third party to    
develop a CD ROM game which is expected to enter the market in the first        
quarter of 1996 and provide royalty income to the Company from that time.  In   
October 1993, Buckeye also agreed to provide Seahawk I, Ltd. with a loan of     
$250,000 at 10% per annum interest for two years.  The loan was secured by      
certain of the pearls owned by Seahawk I, Ltd. and guaranteed by the Company.   
Under the terms of the note, interest is payable quarterly, but none of the     
interest due was paid.  On December 1, 1994, an agreement was reached between   
the Company, Seahawk I, Ltd. and Buckeye under which the Company assumed the    
Buckeye loan and interest due in return for a note from Seahawk I, Ltd.  The    
principal of the loan was converted into 1,000,000 shares of common stock in    
the Company and 200,000 shares of convertible, redeemable preferred stock in    
the Company. The outstanding interest of $54,156 is scheduled to be repaid at   
the rate of $5,000 per month.                                                   

  The original loan enabled Seahawk I, Ltd. to pay some of its liabilities
to the Company.  Until it can obtain additional financing or begin earning      
revenue from its artifacts, either by direct sale or royalty on reproductions,  
it will not be able to pay the balance of the liabilities.  It is not likely    
that the Partnership will be able to raise further financing except through     
the sale of artifacts.  The Partnership had planned to sell its artifacts       
through the Seahawk Shipwreck and Treasure Museum, but the inability to         
finance the museum had forced the Company to put the museum plans on hold       
until appropriate financing could be arranged.                                  

During August 1994, the Company entered into a Vessel Bareboat Charter
and Purchase Agreement with International Diving and Consulting Services, Inc.  
("International Diving"), a Lafayette, Louisiana based underwater services      
company.  Pursuant to this agreement, International Diving agreed to charter    
the SEAHAWK RETRIEVER for the five year period commencing September 1, 1994,    
and to purchase the vessel at the end of the five year period for a net         
purchase price of approximately $1,350,000 plus interest at a rate equal to 3%  
per annum over the Citibank New York prime rate.                                

  The agreement further provides that International Diving will market the
vessel at a minimum day rate of $5,000, except that all lump sums or turnkey    
projects will have a $6,000 minimum daily rate.  International Diving further   
guarantees one hundred eighty (180) days utilization of the vessel at a rate    
of $5,000, or an annual total of $900,000.  The greater of the guaranteed       
revenues or the actual revenues, after deduction for certain operating costs,   
will be shared between the Company and International Diving as follows: (i)     
35% to the Company as charter hire for the vessel; (ii) 30% to International    
Diving for operating costs and profit; and (iii) 35% to the Company which will  
be applied toward the purchase price of the vessel.  Revenue of $231,857 was    
earned during the six months ended June 30, 1995.  Payments are due quarterly   
within 10 days after the end of each quarter.  In the event International       
Diving fails to purchase the vessel at the end of the five year term, the       
vessel is to be returned to the Company and the 35% payments which are          
credited toward the purchase price will be retained by the Company as           
liquidated damages.  International Diving's performance under this agreement    
has also been personally guaranteed by the two principals of International      
Diving.                                                                         

  On November 23, 1994, International Diving filed a voluntary petition in
the United States Bankruptcy Court under Chapter 11 of the Bankruptcy Code.     
Due to this Chapter 11 filing, International Diving was not able to make the    
lease payment in the amount of approximately $100,000 which was due to the      
Company on December 10, 1994.                                                   

On March 7, 1995, the U.S. Bankruptcy Court Western District of       
Louisiana, Lafayette - Opelousas Division ordered International Diving to pay   
(a) $130,836 on or before March 17, 1995; (b) $56,935 on or before April 7,     
1995; (c) $56,935 on or before May 7, 1995; and (d) all future payments under   
the Agreement as they come due, and ordered that the Agreement be amended to    
grant International Diving the option to purchase the Retriever for the sum of  
$1,450,000 payable in cash on or before June 1, 1995.  International Diving     
has declined the option to purchase the Retriever and has made the payments     
under (a), (b) and (c) above.                                                   

   International Diving was unable to make the payment of $136,703.50 due on
June 10, 1995, and on July 11, 1995 (as modified on July 25, 1995), the same    
U.S. Bankruptcy Court ordered International Diving to make payments of          
$45,568.00 on July 11 and July 25, 1995, and to make payments of $53,179 on     
August 8, August 24 and September 5, 1995.  The payment due on July 11, 1995    
was made and $45,000 was received on August 8, 1995.  No further payments have  
been received.                                                                  

On August 22, 1995, the Bankruptcy Court ordered that because         
International Diving had failed to pay the sums required by the order of July   
25, 1995, they should immediately surrender the Retriever to the Company.  The  
vessel was repossessed by the Company on September 12, 1995.  An account        
receivable from International Diving of $173,620 owing at September 30, 1995,   
was provided for as bad debt due to the possibility that International Diving   
may be forced into a Chapter 7 Bankruptcy Liquidation.  The Company is,         
however, pursuing International Diving for the outstanding payments through     
the same Bankruptcy Court.  The Company is currently offering the M/V Seahawk   
Retriever for charter in the Gulf of Mexico.                                    

 Seahawk II, Ltd. is out of funds and the partners have decided they are
not willing to invest additional funds to continue further excavation of the    
wreck site.  If the General Partner is unable to identify additional working    
capital to work on the Partnership's wreck off St. Augustine, it may consider   
asking the partners to vote on terminating the Partnership.                     

   Eagle Partners, Ltd. is also out of cash but has continued its search for
a shipwreck believed to have sunk off the east coast of the United States.      
The Company has provided survey services to Eagle Partners, Ltd. on credit,     
but has in effect provided in full against the account receivable by assuming   
losses on investments sufficient to create a negative balance on investment in  
the Partnership that is equal to the account receivable. On July 18, 1995, the  
Company announced that it had entered into a joint venture agreement with Sea   
Miners, Inc., a Baltimore, Maryland company, to resume the search for this      
shipwreck.  The joint venture incorporates research by both parties concerning  
this wreck and a pooling of resources to continue the search operations.        
Under the agreement, the Company will continue to be the offshore contractor    
to the joint venture for all marine operations.  The Company earned revenues    
of $45,250 during the quarter ended September 30, 1995, from this partnership   
and expects to earn additional revenue during the fourth quarter of 1995 from   
this partnership.                                                               

The Company is reviewing other potential shipwreck projects, and it is
anticipated that if the Company were to proceed with any of these projects, it  
would help to form limited partnerships for the purpose of funding the          
projects.  There is no assurance that any of the partnerships would be          
successful in raising the necessary amount of funding.                          

   In order for the Company to remain in business during the next 12 months,
it is necessary for the Company to pursue charter and contract work, generate   
new sources of revenue or raise additional financing.  The Company's current    
and future efforts to obtain additional financing will concentrate on offering  
additional equity to investors until such time as the Company's operational     
cash flow is self-supporting.  As indicated above, the Company, acting in its   
capacity as general partner of Seahawk I, Ltd., is attempting to arrange for a  
sale of the artifacts owned by Seahawk I, Ltd.                                  

BUSINESS        

The Company                                                                     

  Seahawk Deep Ocean Technology, Inc. (the "Company") was formed under the
laws of the State of Colorado on September 17, 1986, for the purpose of         
creating a corporate vehicle to seek and acquire a business opportunity.        

  In October of 1988, the Company completed a public offering of 1,200,000
shares of Common Stock at an offering price of $.50 per share.  The net         
proceeds of that offering to the Company were approximately $490,000.           

On March 13, 1989, the Company issued 2,000,000 shares of its no par  
value Common Stock to the holders of 100% of the outstanding common stock of    
R/V Seahawk, Inc. ("R/V Seahawk") in an exchange transaction in which R/V       
Seahawk became a wholly owned subsidiary of the Company.  During September      
1989 the Company's name was changed from Fox Ridge Capital, Inc. to Seahawk     
Deep Ocean Technology, Inc.  On March 2, 1992, R/V Seahawk was merged into the  
Company.                                                                        

 On June 12, 1992, the Company effected a one for fifty reverse split of
the shares of the Company's Common Stock outstanding.  All financial            
information and share data in this Prospectus give retroactive effect to this   
reverse split.                                                                  

 On September 12, 1989, the Company organized Seahawk Artifact Recovery,
Inc.  This subsidiary was inactive throughout 1989 and 1990.  In January 1991,  
its name was changed to Seahawk Museum Development, Inc.  This subsidiary was   
developing plans for a shipwreck and treasure museum in St. Petersburg,         
Florida, however, the Company's inability to finance the museum has forced the  
Company to put the museum plans on hold indefinitely.                           

  Unless the context otherwise requires, the term "Company" as used herein
refers to Seahawk Deep Ocean Technology, Inc. and its wholly owned subsidiary   
Seahawk Museum Development, Inc.                                                

   On February 4, 1991, the Company acquired all of the outstanding stock of
Valley Marine, Inc. ("VMI") in exchange for 600,000 newly issued shares of the  
Company's Common Stock.  VMI owned the SEAHAWK RETRIEVER, the 204-foot          
recovery vessel.  During February 1991, VMI merged into R/V Seahawk.            

R/V Seahawk was formed on May 23, 1988, for the purpose of serving as 
general partner for one or more limited partnerships which were to be formed    
to search for valuable shipwrecks.  R/V Seahawk was initially capitalized with  
$200,000 by John C. Morris, Gregory P. Stemm and three other investors.  R/V    
Seahawk then purchased equipment to be used for the search operations and       
signed an agreement with marine archaeologist Robert Marx for the right to use  
data for a suspected shipwreck site.  R/V Seahawk then formed its first         
partnership, Seahawk I, and raised $175,000 to fund the search activity.  The   
fund raising and initial search efforts were carried on during the remainder    
of 1988 and into 1989 until April, 1989, when the Seahawk I partnership         
located and identified its first shipwreck.                                     

   The Company is an oceanographic service company which is involved in deep
water search, survey and recovery operations.  The Company serves as the        
general partner for three limited partnerships which were formed for the        
purpose of raising money to search for and locate shipwrecks.  The Company      
currently leases or owns and operates a variety of subocean equipment           
including a 204 foot recovery vessel, an 83 foot survey vessel, ROV's           
(Remotely Operated Vehicles), and other specialized search and recovery         
equipment which enables them to locate, photograph and retrieve items lost      
on the seabed in deep water.                                                    

The Company is also seeking opportunities where it can lease its      
equipment to others and generally act as an underwater contractor.              

 The partnerships formed by the Company and for which the Company serves
as the general partner are engaged in the business of attempting to locate,     
identify, recover and market the cargoes and artifacts associated with one or   
more shipwrecks in a specific area.  The Company, on the other hand, provides   
to the partnerships the data, manpower and equipment necessary for the          
partnerships to carry out this business purpose.  The Company is also engaged   
in the business of locating, identifying, recovering and marketing the cargoes  
and artifacts associated with shipwrecks on its own behalf and for others on a  
world wide basis.                                                               

Seahawk I, Ltd., Seahawk II, Ltd. and Eagle Partners, Ltd.                      

The Company has formed three limited partnerships (Seahawk I, Ltd.,   
Seahawk II, Ltd. and Eagle Partners, Ltd.) for the purpose of funding the       
search for deep water shipwrecks in predesignated areas.                        

Seahawk I, Ltd.  During April, 1989, the first partnership (Seahawk I)
located and photographed a Spanish wreck which the Company believes was one of  
the vessels lost during a storm in 1622.  The wreck was found approximately     
1,500 feet deep in international waters south of the Florida Keys.  During      
June, 1989 a bell was recovered from the site in order to perfect the           
admiralty claim in the United States District Court.                            

  During June 1990, Seahawk I commenced its pre-disturbance survey on this
wreck and during August 1990, Seahawk I commenced actual recovery operations.   
The recovery operations continued until November 1990.  The SEAHAWK RETRIEVER   
returned to the site in May 1991, and resumed recovery operations which were    
carried out periodically during the summer of 1991 until October 5, 1991, when  
the SEAHAWK RETRIEVER left the site.  An area of approximately 2,690 square     
feet surrounding the site has been excavated to a depth of 1.5 to 3 feet.  The  
remaining hull structure and ballast stone pile occupy about 430 square feet    
of this area.  A total area of 11,300 square feet has been scanned with a       
metal detecting unit to a depth of approximately 14 inches and revealed in      
excess of 130 targets, most of which were dredged up.                           

   Since the Company does not have the technical capability to determine the
full depth of the wreck, it is impossible to state what percentage of the       
wrecksite has actually been excavated.  The Company does believe that the       
Partnership has reached a point of diminishing returns and the Partnership      
does not intend to return to the wrecksite unless it is able to sell most of    
its artifacts and the partners decide that the  potential of recovering any     
artifacts or treasure in the future justifies the expense of continuing with    
the recovery.                                                                   

A total of 16,480 artifacts have been recovered from the site.  These 
include twenty-nine gold finger bars, over eleven hundred silver coins, a gold  
emerald ring, three mariner's astrolabes (a navigational device used during     
the early 1600's), over 6,000 pearls, seventy-six clay olive jars and other     
miscellaneous items including musket balls, wood, pottery and pottery shards.   
Seahawk I has incurred expenses in locating, recovering, conserving and         
storing these artifacts of approximately $3,384,000 since inception, of which   
$814,156 has been capitalized into the costs of artifacts on Seahawk I's books  
at December 31, 1993.  The Company has contributed $1,190,900 since inception   
to the capital of Seahawk I.  Seahawk I has engaged the Company to provide      
vessel operations, and the Company has provided vessel operations in the        
amount of $868,465 which have been billed to Seahawk I but have not been        
paid.  These are carried in the Company's books as trade accounts receivable.   

The primary focus of the SEC Stop Order proceeding (see "Legal        
Proceedings," below) was the value of the artifacts owned by the Company and    
its partnership Seahawk I, Ltd.  As a result of the decision of the             
Administrative Law Judge on May 26, 1993, a provision has been set up against   
the capitalized cost of the artifacts in Seahawk I's books to reduce their net  
book value to $814,156 and the financial statements of the Company for the      
years ended December 31, 1990 and 1991 have been restated to comply with GAAP   
as a consequence.                                                               

Management of the Company believes that this wreck is from the 1622   
Spanish fleet.  This belief is based upon a number of factors including the     
following:  (1) the location of the shipwreck; (2) similarities of a number of  
the artifacts found on the shipwreck with artifacts found on the Atocha, a      
sunken galleon from the 1622 Spanish fleet; and (3) expert opinions of          
individuals familiar with the artifact collection and the 1622 fleet.  The      
Company does not yet know what the name of this vessel is or how much treasure  
it carried.  The Company believes that the keel length was approximately 56 to  
57 feet long indicating that the vessel size was between 100 and 220 tons.      
The Company also believes that the vessel was most likely a moderate-size       
merchant vessel.                                                                

  Seahawk I, Ltd. is a Florida limited partnership which was formed on May
23, 1988, with R/V Seahawk as the sole general partner.  The Partnership was    
initially funded with a total of $175,000 which was raised from private         
investors.  The salvage operations for this shipwreck have required the         
Partnership to raise additional funding.  The Company will split with the       
limited partners on a 50/50 basis the proceeds from the sale of all valuable    
objects or artifacts after payment of the partnership expenses and a return of  
all capital contributions to both the limited partners and the Company.  The    
expenses of the Partnership include the payment of ten percent (10%) of all     
items salvaged to Tanit Corp., a company owned by Robert Marx, the marine       
archaeologist who provided research and data relevant to this particular        
project.  Seahawk I raised an additional one million dollars ($1,000,000)       
during 1990 to finance the initial salvage operations.  In order to do this,    
Seahawk I created a new class of limited partner which is entitled to twenty    
percent (20%) of the partnership's net distributable income in return for an    
investment of $500,000.  The Company has also invested an additional $500,000   
to maintain its right, as General Partner, to receive 50% of the partnership's  
net distributable income.                                                       

On May 19, 1988, R/V Seahawk, Inc. and Tanit entered into an agreement
whereby R/V Seahawk obtained exclusive access to Mr. Marx's research and data   
covering a specified search area defined on a map, so long as the project       
commenced prior to May 1991.  In exchange for this exclusive right to Mr.       
Marx's research and data, R/V Seahawk paid to Tanit a fee of $10,000 in cash    
and agreed to pay to Tanit an additional fee equal to ten percent (10%) of the  
value of all salvaged items recovered (the "Additional Payment") both as        
additional consideration for the research and data and as consideration for     
consulting services which Mr. Marx was to render during the project.  R/V       
Seahawk licensed the exclusive use of the research and data to Seahawk I, Ltd.  
(the "Partnership") for the Partnership's use in the project.  In return, the   
Partnership assumed R/V Seahawk's obligation to pay the Additional Payment to   
Tanit.  On April 22, 1993, R/V Seahawk's and the Partnership's obligations      
with respect to the Additional Payment were fully satisfied by the transfer of  
certain artifacts to Tanit.  The cost of the artifacts was $18,384.             

  Robert F. Marx is a 58 year old marine archaeologist, maritime historian
and author.  He has participated in over 56 archaeological explorations and/or  
recoveries around the world since 1953, and he has conducted extensive          
historical research on the history of Spanish flotas and galleons.  Mr. Marx    
has written more than thirty books and 100 articles on various aspects of       
marine archaeology.                                                             

  During March 1991, Seahawk I created a new class of limited partners and
raised a total of $691,800 to finance the recovery and conservation of          
artifacts of the Partnership.  The Company also invested an additional          
$690,800 to maintain its right to receive 50% of the net distributable income.  
The Company carries an account and note receivable from Seahawk I, Ltd. of      
$1,059,494 as of June 30, 1995, less a provision for losses in excess of        
investment of $650,617.                                                         

  Seahawk II, Ltd.  During May, 1989, R/V Seahawk formed Seahawk II, Ltd.,
a Florida limited partnership ("Seahawk II"), and agreed to serve as the sole   
general partner.  Seahawk II is structured very similar to Seahawk I except     
that the expenses of the Partnership include a payment of 5% of all items       
salvaged to a fund for the crew.  Seahawk II sold 50 Units at a price of        
$30,000 per Unit.  During 1989, Seahawk II commenced its proposed business of   
attempting to locate deep water shipwrecks in a specific area off the east      
coast of Florida, and found what management believed to be a colonial era       
shipwreck.  This belief was based on, among other things, the opinions of Dave  
Moore described below relating to the age of the silver coins and cannons       
found on the wreck.  A cooking pot and piece of rigging were recovered from     
the site in order to perfect the admiralty claim.  During October 1990,         
Seahawk II conducted a predisturbance survey of this wreck site (referred to    
as the "St. Augustine" site) utilizing Harbor Branch Oceanographic              
Institution's Johnson Sea-Link manned submersible.  During this survey,         
approximately 90 artifacts were recovered including two cannons, numerous       
cannon balls, and a dozen copper cooking pots.  Dave Moore, an archaeologist    
who used to be employed by the Company, estimated the cannon is from the        
1700's.  Dave Moore holds a Masters Degree in Maritime History and Underwater   
Research and he has over 10 years' experience in archaeology.                   

  During April 1991, the Johnson Sea-Link returned to the site to continue
work on the shipwreck for 6 days.  A good portion of the area surrounding the   
ballast pile was uncovered and some timbers and ribs of the ship were exposed   
which, according to archaeologist Robert Marx, indicated that the ship was      
small in size -- most likely in the 50 to 75 ton range.  During this trip, a    
number of artifacts were recovered, including 6 Spanish silver coins, three     
four-foot cannons, more copper cooking pots, scores of lead musket and pistol   
balls, pulley blocks and sheaves and other miscellaneous items.  According to   
Mr. Moore, the coins date between 1712 and 1714.  Mr. Marx has reported to the  
Company that he believes that the ship was a small Spanish vessel known as an   
"Adviso" or advice boat -- sometimes called a "Patache."  One or more of these  
ships was usually employed in each treasure fleet with their main purposes      
being to carry mail and official communications between the king and            
government officials.                                                           

According to Mr. Moore, this class of vessel was never authorized to  
carry treasure, but contraband treasure was sometimes carried on these ships.   
He has also stated that there was no way he could say whether or not this       
shipwreck contains substantial amounts of treasure.                             

   The Seahawk II Partnership currently has no cash, and the partnership has
no plans except to attempt to liquidate the artifacts if a reasonable           
opportunity to do so arises.                                                    

The Company carries an account receivable from Seahawk II, Ltd. of    
$14,928 as of June 30, 1995, less a provision for bad debt of $6,454 and for    
losses in excess of investment of $17,090.                                      

Eagle Partners, Ltd.  During November 1991, the Company formed Eagle  
Partners, Ltd., a Florida limited partnership ("Eagle Partners"), with the      
Company serving as the general partner.  Eagle Partners sold 3 Units for a      
total of $150,000.  The partnership is operating under a joint venture          
agreement with a non-affiliated researcher who has provided the research and    
data for a 19th Century shipwreck off the east coast of the United States.      
The joint venture agreement was entered into between the Company and the        
researcher, and the Company assigned its rights and responsibilities in the     
joint venture to Eagle Partners.  According to the researcher and newspaper     
accounts of the sinking, the vessel was believed to have a valuable cargo of    
specie on board at the time of the sinking, although there is no assurance      
that the researcher is correct or that the shipwreck will be located.  The      
researcher holds a Bachelor's Degree in Interdisciplinary Studies with a        
concentration in Marine Archaeology, and he has been involved in underwater     
archaeology and searching for shipwrecks for over 25 years.  He has written     
over 10 books and a number of articles on the history of shipwrecks.            

  Pursuant to the terms of the joint venture agreement, the researcher was
to receive twenty percent (20%) of any items recovered from the ship.   The     
partnership was responsible for conducting and paying the expenses of the       
search and recovery of the shipwreck and if successful, for marketing any       
cargo which was recovered.  The partnership was to receive eighty percent       
(80%) of any recovery.                                                          

The joint venture agreement required the partnership to dedicate the  
vessel R.V. Seahawk (or a similar vessel with similar equipment) to work on     
this project at least 120 days during 1992, and each year thereafter,           
beginning not later than May 30 of each year.  The joint venture agreement was  
amended in June 1994.  The amended agreement required the partnership to work   
on the project for at least 60 days during 1994.  The partnership did not meet  
this schedule and defaulted on the agreement.  In such an event, the agreement  
provided that all rights to conduct search and/or salvage efforts relative to   
this wreck would revert to the researcher.  The Company has negotiated a        
replacement of the joint venture agreement (the "1995 Agreement") under which   
the researcher's share of any successful recovery was reduced to ten percent    
(10%) and the requirement for the partnership to work on the project was        
reduced to 60 days during 1995.  In return the Company agreed to issue the      
researcher and his partner 60,000 shares of its Common Stock.  The 1995         
Agreement provides that if the minimum work requirement is not met by the end   
of 1995, then to continue the arrangements without a minimum performance        
requirement, the Company must issue the researcher and his partner an           
additional 40,000 shares.                                                       

  The partnership's eighty percent interest in the joint venture was to be
allocated among the Company and the limited partners as follows:  After the     
return of all contributed capital each $50,000 unit was to receive 5% of the    
first $1 million distributed, 4% of the second $1 million distributed, 3% of    
the third $1 million distributed, 2% of the fourth $1 million distributed and   
1% of anything over $4 million distributed.  The Company, as the general        
partner, was to receive the balance of any distribution.                        

   After reviewing the research, Eagle Partners established a primary search
area of 100 square miles and a larger search area of 600 square miles.  During  
1992, Eagle Partners searched approximately 500 square miles and located six    
shipwrecks.  During May 1993, using newly acquired research data, Eagle         
Partners searched approximately 140 square miles and located five shipwrecks.   
During 1994, Eagle Partners searched approximately 140 square miles.  None of   
the shipwrecks located to date has been that shipwreck the partnership is       
seeking.                                                                        

  In early 1995, the Company became aware of another company ("Sea Miners,
Inc.") that was searching for the same shipwreck (code named "Golden Eagle")    
and in order to pool research and resources and to remove all-or-nothing        
competition, Eagle Partners and Sea Miners formed an equal joint venture to     
search for the vessel.  As a result of the joint venture, each of the limited   
partners of Eagle Partners agreed to reduce their entitlement of any            
distribution to one-half of the original amount in the paragraph above.  The    
joint venture has contracted to use the Company for all of its offshore         
services. $100,000 was raised by the joint venture to finance the initial       
inspection of certain sites that Sea Miners has revealed as possible            
shipwrecks in its search area.  The joint venture intends to raise additional   
financing for this project but there is no assurance that it will be able to    
do so.                                                                          

The Company carries an account receivable from Eagle Partners of      
$1,024,329 as of June 30, 1995, less a provision for losses in excess of        
investment of $1,027,854.                                                       

Management of Partnerships                                                      

The following table sets forth information concerning the authority of
the general partner in the three partnerships referred to above for which the   
Company serves as general partner.  The purpose of this table is to disclose    
generally the types of actions that the general partner can take without        
needing approval of the limited partners and the types of actions where         
approval of the limited partners is required.                                   

                                                                · Download Table

                                                         Approval of        
                 Action                           Limited Partners Required 
                                                                            
1.  Enter into contracts and agreements         1.  No.                     
    which the general partner ("G.P.")                                      
    deems necessary or advisable for the                                    
    conduct of the partership's business.                                   

2.  Enter into partnerships or joint            2.  No.                     
    ventures.                                                               

3.  Employ advisers or agents.                  3.  No.                     

4.  Borrow money on secured or unsecured        4.  No.                     
    basis.                                                                  

5.  Amend limited partership agreements.        5.  Yes (by the holders of a
                                                    majority of the limited 
                                                    partnership units).     

6.  Admit additional G.P.'s.                    6.  Yes (by the holders of a