##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission File Number
    001-16857
  Horizon Offshore,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

76-0487309(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification No.)2500 CityWest Boulevard,
    Suite 2200
    Houston, Texas(Address of principal
    executive offices)

77042(Zip
    Code)    Registrants
    telephone number, including area code:(713) 361-2600
   þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




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##### 



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    QUARTERLY REPORT ON
    FORM 10-Q
    For the Quarter Ended March 31, 2006
    TABLE OF CONTENTS
  Description



PagePART I.
    FINANCIAL INFORMATIONItem 1.

Financial
    Statements


3Consolidated
    Balance Sheets as of March 31, 2006 and December 31,
    2005


3Consolidated
    Statements of Operations for the Three Months Ended
    March 31, 2006 and 2005


4Consolidated
    Statements of Cash Flows for the Three Months Ended
    March 31, 2006 and 2005


5Notes to
    Consolidated Financial Statements


6Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


22Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


30Item 4.

Controls and
    Procedures


31PART II.
    OTHER INFORMATIONItem 1.

Legal
    Proceedings


31Item 1A.

Risk Factors


32Item 4.

Submission of
    Matters to a Vote of Security Holders


35Item 6.

Exhibits


35Signatures


37Certification pursuant to Section 302Certification pursuant to Section 302Certification pursuant to Section 906Certification pursuant to Section 906   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS  March 31,


December 31,2006


2005(Unaudited)(In thousands, except share
    data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
22,378


$
42,960Restricted cash


1,620



4,055Accounts
    receivable Contract receivables


87,545



43,423Costs in excess of billings, net


78,470



90,229Other


292



1,209Other current assets


12,182



6,622Total current assets


202,487



188,498PROPERTY AND EQUIPMENT, net


208,267



186,416RESTRICTED CASH


7,967



7,967INVENTORY


92



167OTHER ASSETS


18,765



19,673$
437,578


$
402,721LIABILITIES AND
    STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
19,331


$
15,474Accrued liabilities


7,126



6,617Accrued job costs


51,560



56,085Billings in excess of costs


6,414



7,386Current maturities of long-term debt


29,634



26,130Current taxes payable


8,739



2,687Total current liabilities


122,804



114,379LONG-TERM DEBT, net of current
    maturities


98,413



27,340RELATED PARTY TERM DEBT






63,794SUBORDINATED NOTES


13,102



12,845DEFERRED INCOME TAXES


1,512



OTHER LIABILITIES


776



877Total liabilities


236,607



219,235COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $0.00001 par
    value, 5,000,000 shares authorized, none issued and
    outstanding






Common stock, $0.00001 par
    value, 1,500,000,000 shares authorized,
    30,375,258 shares issued and outstanding and
    30,384,871 shares issued, respectively






Additional paid-in capital


374,276



373,906Accumulated deficit


(173,305
)


(188,776
)Treasury stock, none and
    10,031 shares, respectively






(1,644
)Total stockholders equity


200,971



183,486$
437,578


$
402,721    3




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months EndedMarch 31,2006

2005(Unaudited)(In thousands, except share and
    per share data)CONTRACT REVENUES

$
129,945


$
37,346COST OF CONTRACT REVENUES


91,554



34,750Gross profit


38,391



2,596SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES


8,258



5,568Operating income (loss)


30,133



(2,972
)OTHER:Interest expense


(4,085
)


(10,314
)Interest income


393



38Loss on debt extinguishment


(2,402
)


(1,263
)Other income (expense), net


(25
)


(57
)NET INCOME (LOSS) BEFORE INCOME
    TAXES


24,014



(14,568
)INCOME TAX PROVISION


8,543



905NET INCOME (LOSS)

$
15,471


$
(15,473
)EARNINGS (LOSS) PER
    SHARE  BASIC AND DILUTED:Net income (loss) per
    share  basic

$
0.52


$
(12.01
)Net income (loss) per
    share  diluted

$
0.51


$
(12.01
)WEIGHTED AVERAGE SHARES USED
    IN COMPUTING EARNINGS (LOSS) PER SHARE:BASIC


29,559,869



1,288,768DILUTED


30,375,132



1,288,768    4




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2006


2005(Unaudited)(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income (loss)

$
15,471


$
(15,473
)Adjustments to reconcile net income
    (loss) to net cash provided by (used in) operating
    activities Depreciation and amortization


6,326



3,643(Gain) loss on sale of assets


(15
)


1Deferred income taxes


1,512



Paid in-kind interest on
    subordinated notes and related party term debt


580



4,239Amortization of subordinated debt
    discount recorded as interest expense






1,963Amortization of deferred loan fees
    recorded as interest expense


351



1,035Adjustment of mandatorily
    redeemable preferred stock charged to interest expense






855Expense recognized for issuance of
    treasury stock for 401(k) plan contributions






98Stock-based compensation expense


2,049



Loss on debt extinguishment


2,402



1,263Changes in operating assets and
    liabilities Restricted cash


2,435



(5,700
)Accounts receivable


(43,205
)


44,335Costs in excess of billings


11,759



(4,828
)Billings in excess of costs


(972
)


(3,160
)Inventory


75



411Other assets


(5,930
)


(491
)Accounts payable


3,857



(11,847
)Accrued and other liabilities


(1,524
)


(3,001
)Accrued job costs


(4,525
)


(9,893
)Current taxes payable


6,052



443Net cash provided by (used in)
    operating activities


(3,302
)


3,893CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases and additions to property
    and equipment


(13,740
)


(418
)Proceeds from sale of assets


15



1Net cash used in investing
    activities


(13,725
)


(417
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Principal payments on term debt


(3,550
)


(1,969
)Payments on revolving credit
    facilities






(27,299
)Principal payments on subordinated
    notes






(3,481
)Stock issuance costs


(12
)


Deferred loan fees


(1
)


(1,444
)Stock option and warrant
    transactions and other


8



32Net cash used in financing
    activities


(3,555
)


(34,161
)NET DECREASE IN CASH AND CASH
    EQUIVALENTS


(20,582
)


(30,685
)CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD


42,960



37,975CASH AND CASH EQUIVALENTS AT END OF
    PERIOD

$
22,378


$
7,290SUPPLEMENTAL DISCLOSURES:Cash paid for interest

$
3,445


$
2,286Cash paid for income taxes

$
980


$
433NON-CASH INVESTING AND FINANCING
    ACTIVITIES:Repayment of debt with proceeds of
    additional debt

$
74,679


$
Purchase of vessel with long-term
    debt

$
11,000


$
Capital expenditures for property
    and equipment included in accrued liabilities

$
2,238


$
2,647Payment of deferred loan fees,
    closing costs and fees through issuance of term debt

$
2,721


$
    5




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   1.
    Organization
    and Summary of Significant Accounting Policies  Organization
    and Basis of Presentation
  hook-up
  Form 10-K
  one-for-twenty-five (1-for-25) Form 10-Q 1-for-25
  Recapitalization
  debt-for-equity
 6




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Recent
    Developments
    Texas Horizon,
  Significant
    Customers
    Three MonthsEndedMarch 31,Customer

2006


2005Customer A


33
%


23
%Customer B


17
%



%Customer C


13
%



%Customer D


12
%



%Customer E



%


29
%Customer F



%


13
%Customer G



%


10
%  7




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Concentration
    of Credit Risk
    Principles
    of Consolidation
    Revenue
    Recognition
  percentage-of-completion percentage-of-completion percentage-of-completion
  Interest
    Expense
   8




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Accounts
    Receivable
  percentage-of-completion
      Other
    Assets
    March 31,

December 31,2006

2005Capitalized dry-dock costs

$
14,683


$
15,770Deferred loan fees


2,377



2,408Deposits


383



276Other


1,322



1,219$
18,765


$
19,673    9




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pecos Horizon Sea Horizon Pacific Horizon
      Inventory
    Restricted
    Cash
  18-month
  Stock-Based
    Compensation
   10




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               11




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HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 31, 2005Net loss, as reported

$
(15,473
)Deduct: Total stock-based
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


(135
)Pro forma net loss

$
(15,608
)Earnings (loss) per share:Basic and
    Diluted  as reported

$
(12.01
)Basic and
    Diluted  pro forma

$
(12.11
)     Income
    Taxes
     12




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    Recent
    Accounting Pronouncements
  Accounting Changes and Error
    Corrections  a replacement of APB Opinion
    No. 20 and FASB Statement No. 3
  2.
    Property
    and Equipment    March 31,

December 31,2006

2005Barges, vessels, and related
    equipment

$
249,586


$
223,232Land and buildings


19,694



19,694Machinery and equipment


245



245Office furniture and equipment


6,558



6,509Leasehold improvements


4,192



4,192280,275



253,872Less  accumulated
    depreciation


(72,008
)


(67,456
)Property and equipment, net

$
208,267


$
186,416   Texas Horizon Lone Star Horizon
  units-of-production units-of-production
 13




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Buildings


15 yearsMachinery and equipment


8-15 yearsOffice furniture and equipment


3-5 yearsLeasehold improvements


3-10 years     Three Months EndedMarch 31,2006


2005Cost of contract revenues

$
4,270


$
1,871Selling, general and
    administrative expenses


282



330$
4,552


$
2,201   3.
    Stockholders
    Equity  Authorized
    Shares and Reverse Stock Split
  1-for-25 1-for-25
  Par
    Value
   14




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Earnings
    Per Share
      Three Months EndedMarch 31,2006


2005Net income (loss)

$
15,471


$
(15,473
)Average common shares outstanding


29,560



1,289Basic earnings (loss) per share

$
0.52


$
(12.01
)Average common and dilutive
    potential common shares outstanding:Average common shares outstanding


29,560



1,289Unvested restricted stock and
    assumed exercise of stock options


815



30,375



1,289Diluted earnings (loss) per share

$
0.51


$
(12.01
)   Restricted
    Stock
     15




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Exchange
    of Debt for Equity
        Private
    Placement of Common Stock
    2005
    Incentive Plan
     16




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Treasury
    Stock
    4.
    Related
    Party Transactions    Three Months EndedMarch 31,2006


2005Amount billed to Horizon

$
3.2


$
1.0Amount paid to Odyssea

$
3.8


$
1.3      17




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    % ofOutstandingTotal


Common StockShares of


on March 31,Common Stock


2006Elliott Companies


10,006,119



32.9
%Miller


5,352,876



17.6
%Falcon


3,200,575



10.5
%Riley


2,612,608



8.6
%Highland


2,243,326



7.4
%Other Subordinated Note holders


2,545,340



8.4
%25,960,844



85.5
%       AmountElliott Associates, L.P.

$
4.7Miller


3.5Falcon


4.9$
13.1   5.
    Debt  Texas Horizon.
  Texas Horizon
 18




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gulf Horizon
      6.
    Loss on
    Debt Extinguishment   19




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Commitments
    and Contingencies  Contractual
    Disputes and Litigation
    Gulf
    Horizon Gulf Horizon
    8.
    Geographic
    Information    Three Months EndedMarch 31,2006


2005Revenues:Domestic

$
73.1


$
12.3Latin America


10.2



0.3West Africa


42.7



8.5Southeast Asia/Mediterranean


3.9



16.2Total

$
129.9


$
37.3Gross Profit(1):Domestic

$
27.4


$
(1.2
)Latin America






(1.4
)West Africa


8.6



0.9Southeast Asia/Mediterranean


2.4



4.3Total

$
38.4


$
2.6  20




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   As ofMarch 31,

December 31,2006

2005Property and Equipment(2):Domestic

$
126.4


$
109.6Latin America


25.1



0.1West Africa


56.8



58.2Southeast Asia/Mediterranean






18.5Total

$
208.3


$
186.4     (1)
    
    Gross profit for each geographic segment includes costs incurred
    related to idle and stacked equipment.(2)
    
    Property and equipment includes vessels, property and related
    marine equipment. Amounts reflect the location of the assets at
    March 31, 2006 and December 31, 2005. Equipment
    location changes as needed to meet working requirements. Other
    identifiable assets include inventory and other long-term
    assets, and they are primarily located in the domestic region.  9.
    Subsequent
    Events  1-for-25 Form 10-Q 1-for-25
   21




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  General
      
    laying, burying or repairing marine pipelines;
    providing
    hook-up and
    commissioning services;
    installing production platforms and other structures; and
    disassembling and salvaging production platforms and other
    structures.    
    the price of oil and gas and industry perception of future
    prices;
    expectations about future demand and prices;
    the ability of the oil and gas industry to access capital;
    the cost of exploring for, producing and developing oil and gas
    reserves;
    discovery rates of new oil and gas reserves in offshore areas;
    sale and expiration dates of offshore leases in the United
    States and abroad;
    local and international political and economic conditions;
    governmental regulations;
    the availability and cost of capital; and
    damage to structures and pipelines caused by hurricanes and
    severe weather conditions in the U.S. Gulf of Mexico.     22




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Overview
         23




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##### Table of Contents



Results
    of Operations
    Three Months Ended
    March 31,2006


2005Revenues:Domestic

$
73.1


$
12.3Latin America


10.2



0.3West Africa


42.7



8.5Southeast Asia/Mediterranean


3.9



16.2Total

$
129.9


$
37.3Gross Profit:Domestic

$
27.4


$
(1.2
)Latin America






(1.4
)West Africa


8.6



0.9Southeast Asia/Mediterranean


2.4



4.3Total

$
38.4


$
2.6   Quarter
    Ended March 31, 2006 Compared to the Quarter Ended
    March 31, 2005
  Contract Revenues.
    Atlantic Horizon Texas
    Horizon
   24




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##### Table of Contents



Gross Profit. Sea Horizon
  Selling, General and Administrative
    Expenses. $8.3 million
  Interest Expense.
  Three Months EndedMarch 31,2006


2005Cash paid for interest

$
3.4


$
2.3Interest paid in-kind


0.6



4.2Accretion in the fair value of the
    Series A Preferred Stock






0.9Other non-cash charges, net


0.1



2.9$
4.1


$
10.3     Interest Income.
  Loss on Debt Extinguishment.
 25




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##### Table of Contents



Other Income (Expense), Net.
  Income Taxes.
  Net Income (Loss).
  Liquidity
    and Capital Resources
  General
    start-up
  Recent
    Events
  Texas Horizon
 26




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##### Table of Contents



Cash
    Flows
    Texas Horizon
    Working
    Capital
  Texas Horizon
  Indebtedness
  Texas Horizon
  Texas Horizon
 27




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##### Table of Contents



Gulf
    Horizon
        Claims
    and Litigation
   28




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##### Table of Contents



Gulf Horizon
    Off-Balance
    Sheet Arrangements
    Contractual
    Obligations and Capital Expenditures
    Remainderof 2006


2007


2008


2009


2010


Thereafter


TotalPrincipal and interest payments on
    debt

$
35,151


$
92,545


$
30,668


$
18,337


$
46,669


$
29,334


$
252,704Operating leases


1,860



2,471



2,268



133



140



96



6,968$
37,011


$
95,016


$
32,936


$
18,470


$
46,809


$
29,430


$
259,672     Forward-Looking
    Statements
    
    our ability to meet our significant debt service and other
    obligations;
    our ability to finance our capital requirements;
    our ability to comply with our financial and other covenants in
    the future;
    the potential impairment of our assets in the future;
    our potential to incur operating losses in the future; 29




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##### Table of Contents




    the outcome of the arbitration of our claims against Pemex;
    the outcome of litigation with the underwriters of the insurance
    coverage on the Gulf Horizon;
    our largest stockholders may continue to have a significant
    degree of influence over us;
    our business in highly cyclical;
    oil and gas prices are volatile and price declines may affect us;
    industry volatility, including the level of capital expenditures
    by oil and gas companies due to fluctuations in the price, and
    perceptions of the future price, of oil and gas;
    contract bidding risks, including those involved in performing
    projects on a fixed-price basis and extra work performed outside
    the original scope of work, and the successful negotiation and
    collection of such contract claims;
    the highly competitive nature of the marine construction
    business;
    our operations in the U.S. Gulf of Mexico may be adversely
    impacted by tropical storms and hurricanes;
    operating hazards, including the unpredictable effect of natural
    occurrences on operations, such as hurricanes and other hazards
    associated with maritime activities, and the significant
    possibility of accidents resulting in personal injury and
    property damage;
    seasonality of the offshore construction industry in the U.S.
    Gulf of Mexico;
    risks involved in expanding our operations into international
    offshore oil and gas producing areas, where we have not been
    operating previously;
    our dependence on the continued strong working relationships
    with significant customers operating in the U.S. Gulf of
    Mexico;
    percentage-of-completion
    accounting;
    the continued active participation of our executive officers and
    key operating personnel;
    our ability to obtain and retain highly skilled personnel;
    the effect on our performance of regulatory programs and
    environmental matters; and
    a possible terrorist attack or armed conflict.    Form 10-K. Form 10-K.
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk     30




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Item 4.
    Controls
    and Procedures  Rule 13a-15(b) Rule 13a-15(e)
   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings   31




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##### Table of Contents



Gulf
    Horizon Gulf Horizon
    Item 1A.
    Risk
    Factors  Form 10-K Form 10-K.
  Our
    business is highly cyclical.
    
    revenues, profitability and cash flows;
    the fair market value of our fleet of marine equipment;
    our ability to maintain or increase our borrowing
    capacity; and
    our ability to obtain additional capital to finance our
    business, and the cost of capital.  Oil
    and gas prices are volatile and price declines may affect
    us.
    
    the cost of exploring for, producing and delivering oil and gas;
    the discovery rate of new oil and gas reserves;
    the rate of decline of existing and new oil and gas reserves;
    available pipeline and other oil and natural gas transportation
    capacity; 32




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
    the ability of oil and natural gas companies to raise capital;
    actions by OPEC, the Organization of Petroleum Exporting
    Countries;
    political instability in the Middle East and other major oil and
    gas producing regions;
    economic conditions in the United States and elsewhere;
    governmental regulations, both domestic and foreign;
    domestic and foreign tax policy;
    weather conditions in the United States and elsewhere;
    the pace adopted by foreign governments for the exploration,
    development and production of their oil and gas reserves;
    the price of foreign imports of oil and gas; and
    the overall supply and demand for oil and gas.  Our
    ability to finance our debt obligations and capital requirements
    depends on generating sufficient cash flow from our
    operations.
      We
    have a history of losses and may incur losses in the
    future.
    Our
    operations in the Gulf of Mexico may be adversely impacted by
    tropical storms and hurricanes.
    We
    operate in a highly competitive industry in which price
    competition is intense.
   33




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##### Table of Contents



The
    outcome of our arbitration with Pemex, litigation with the
    underwriters of the insurance coverage of the Gulf Horizon, and
    the outcome of any future arbitration and litigation may
    adversely affect our liquidity and financing
    requirements.
  Gulf Horizon Gulf
    Horizon
  The
    seasonality of the marine construction industry may adversely
    affect our operations.
    If we
    are unable to attract and retain skilled workers, our business
    will be adversely affected.
   34




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##### Table of Contents



Operating
    hazards may increase our operating costs and we have limited
    insurance coverage.
  Gulf
    Horizon
  Item 4.
    Submission
    of Matters to a Vote of Security Holders  (1-for-25). Rule 14c-2(b)
  Rule 14c-2(b)
  Item 6.
    Exhibits    3
.1

Amended and Restated Certificate
    of Incorporation of the Company (Incorporated by reference to
    the Companys Current Report on
    Form 8-K
    filed September 19, 2005)3
.2

Certificate of Amendment to the
    Amended and Restated Certificate of Incorporation of the Company
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed April 13, 2006)3
.3

Bylaws of the Company
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed September 19, 2005)4
.1

Specimen of Common Stock
    Certificate (Incorporated by reference to the Companys
    Current Report on
    Form 8-K
    filed April 13, 2006)10
.1

Amendment to Horizon Offshore,
    Inc.s 2005 Stock Incentive Plan (Incorporated by reference
    to the Companys Current Report on
    Form 8-K
    filed April 13, 2006)*10
.2

Form of Director Stock Option
    Agreement (Incorporated by reference to the Companys
    Current Report on
    Form 8-K
    filed April 13, 2006)*10
.3

Revolving Credit and Security
    Agreement, dated April 28, 2006, by and among PNC Bank,
    National Association, as lender and as agent, and Horizon
    Offshore, Inc., Horizon Offshore Contractors, Inc., HOC
    Offshore, S. De R.L. De C.V., Horizon Marine Contractors
    (Malaysia) Sdn Bhd, PT Horizon Offshore Indonesia, Horizon
    Marine Construction (Mauritius) Ltd., And Horizon Marine
    Construction Ltd., as Borrowers (Incorporated by reference to
    the Companys Current Report on
    Form 8-K
    filed May 4, 2006)10
.4

First Amendment to Amended and
    Restated Purchase Agreement, dated April 28, 2006
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed May 4, 2006)10
.5

First Amendment to Amended and
    Restated Purchase Agreement, dated April 28, 2006
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed May 4, 2006) 35




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##### Table of Contents



31
.1

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)31
.2

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)32
.1

Certification Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)32
.2

Certification Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)     *
    
    Management Contract or Compensatory Plan or Arrangement 36




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##### Table of Contents



SIGNATURES      By:
    /s/  RONALD
    D. MOGEL    Vice President and Chief Financial Officer
   37




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit

Description3
.1

Amended and Restated Certificate
    of Incorporation of the Company (Incorporated by reference to
    the Companys Current Report on
    Form 8-K
    filed September 19, 2005)3
.2

Certificate of Amendment to the
    Amended and Restated Certificate of Incorporation of the Company
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed April 13, 2006)3
.3

Bylaws of the Company
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed September 19, 2005)4
.1

Specimen of Common Stock
    Certificate (Incorporated by reference to the Companys
    Current Report on
    Form 8-K
    filed April 13, 2006)10
.1

Amendment to Horizon Offshore,
    Inc.s 2005 Stock Incentive Plan (Incorporated by reference
    to the Companys Current Report on
    Form 8-K
    filed April 13, 2006)*10
.2

Form of Director Stock Option
    Agreement (Incorporated by reference to the Companys
    Current Report on
    Form 8-K
    filed April 13, 2006)*10
.3

Revolving Credit and Security
    Agreement, dated April 28, 2006, by and among PNC Bank,
    National Association, as lender and as agent, and Horizon
    Offshore, Inc., Horizon Offshore Contractors, Inc., HOC
    Offshore, S. De R.L. De C.V., Horizon Marine Contractors
    (Malaysia) Sdn Bhd, PT Horizon Offshore Indonesia, Horizon
    Marine Construction (Mauritius) Ltd., And Horizon Marine
    Construction Ltd., as Borrowers (Incorporated by reference to
    the Companys Current Report on
    Form 8-K
    filed May 4, 2006)10
.4

First Amendment to Amended and
    Restated Purchase Agreement, dated April 28, 2006
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed May 4, 2006)10
.5

First Amendment to Amended and
    Restated Purchase Agreement, dated April 28, 2006
    (Incorporated by reference to the Companys Current Report
    on
    Form 8-K
    filed May 4, 2006)31
.1

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)31
.2

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)32
.1

Certification Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)32
.2

Certification Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (Filed
    herewith)     *
    
    Management Contract or Compensatory Plan or Arrangement 38