UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                              
                          FORM 10-Q

(MARK ONE)
                              
 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                             THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
                 PERIOD ENDED MARCH 31, 1998
                             OR
                              
 [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
               Commission file number 0-23653
                              
                   HORIZON OFFSHORE, INC.
   (Exact name of registrant as specified in its charter)
                              
                              
        DELAWARE                              74-2162088
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)         Identification No.)
   


       2500 CITYWEST BOULEVARD, SUITE 2200
                  HOUSTON, TEXAS                77042
    (Address of principal executive offices)  (Zip code)
                              
                       (713) 361-2600
    (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has  filed
all reports required to be filed by Section 13 or 15 (d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                  Yes [   ]         No [X]


The  number  of  shares  of  the registrant's  Common  Stock
outstanding as of May 11, 1998 was 19,826,480.

                              
                              

                                PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                             HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS
                                (In thousands, except share data)

                                                                         March 31,      December 31,
                                                                            1998             1997
                                                                        (Unaudited)
                          ASSETS
<S>                                                                      <C>              <C>
CURRENT ASSETS:
  Cash and cash equivalents                                              $   134          $ 2,846
  Accounts receivable-
    Contract receivables                                                   7,728            9,165
    Costs in excess of billings                                            8,079            2,958
    Related parties                                                          358              577
  Other current assets                                                       543              542
                        Total current assets                              16,842           16,088
PROPERTY AND EQUIPMENT, net                                               69,584           55,040
DEFERRED INCOME TAXES                                                        317              137
OTHER ASSETS                                                               2,229            1,724
                                                                         $88,972          $72,989

           LIABILITIES AND STOCKHOLDERS' EQUITY 
CURRENT LIABILITIES:
  Accounts payable                                                       $ 2,264          $ 4,145
  Accrued liabilties                                                       5,365            2,540
  Accrued job costs                                                        7,943            5,501
  Accrued interest                                                         1,135              681
  Billings in excess of costs                                                105              148
  Current maturities of long-term debt                                     4,750            5,101
   Income taxes payable                                                      194               85
                        Total current liabilities                         21,756           18,201
LONG-TERM DEBT, net of current maturities                                 43,562           34,729
                        Total liabilities                                 65,318           52,930
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Preferred stock, $1 par value, 5,000,000 shares
    authorized, none issued and outstanding                                    0                0
  Common stock, $1 par value, 35,000,000 shares 
    authorized, 14,076,480 shares issued and outstanding                   3,369            3,369
   Subscription receivable                                                     0             (950)
  Additional paid-in capital                                              24,944           24,944
  Accumulated deficit                                                     (4,659)          (7,304)
                        Total stockholders' equity                        23,654           20,059
                                                                         $88,972          $72,989



    The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>



<TABLE>
<CAPTION>

                         HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except share and per share data)


                                                                  Three Months Ended March 31,
                                                                       1998             1997
                                                                            (Unaudited)
<S>                                                              <C>              <C>   
CONTRACT REVENUES                                                   $18,611          $ 4,505
COST OF CONTRACT REVENUES                                            13,227            5,911
               Gross profit (loss)                                    5,384           (1,406)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                          1,939              497
                Operating income (loss)                               3,445           (1,903)
OTHER INCOME (EXPENSE):
   Interest                                                            (801)            (865)
  Gain on sale of asset                                                   0              614
                                                                       (801)            (251)
NET INCOME (LOSS) BEFORE INCOME TAXES                                 2,644           (2,154)
INCOME TAX (PROVISION)BENEFIT                                             0                0
NET INCOME (LOSS)                                                   $ 2,644          $(2,154)

NET INCOME (LOSS) PER SHARE- BASIC AND DILUTED                      $  0.19          $ (0.16)

SHARES USED IN COMPUTING 
NET INCOME (LOSS) PER SHARE- BASIC AND DILUTED                   14,076,480       13,750,000


The accompanying notes are an integral part of these consolidated financial statements.


</TABLE>


<TABLE>
<CAPTION>

                                HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (In thousands)


                                                                          Three Months Ended March 31,
                                                                               1998             1997
CASH FLOW FROM OPERATING ACTIVITIES:                                                (Unaudited)
   <S>                                                                     <C>               <C>
   Net income (loss)                                                       $  2,644          $(2,154)
   Adjustments to reconcile net income (loss) to net 
       cash used in operating activities-
           Depreciation                                                         432              344
           Deferred income taxes                                               (180)
           Gain on sale of asset                                                  -             (614)
           Changes in operating assets and liabilities-
               Accounts receivable                                            1,656             (632)
               Costs in excess of billings                                   (5,121)           2,019
               Billings in excess of costs                                      (43)
               Other assets                                                      (1)             (23)
               Accounts payable                                              (1,881)            (508)
               Accrued liabilities                                            2,825             (525)
               Accrued job costs                                              2,442           (2,386)
               Accrued interest                                                 454              640
               Income taxes payable                                             109
                        Net cash provided by (used in) operating activi       3,336           (3,839)
CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases and additions to equipment                                     (14,975)            (496)
   Purchase of other assets                                                       -              117
   Proceeds from sale of assets                                                   -            2,879
                        Net cash provided by (used in) in investing act     (14,975)           2,500
CASH FLOW FROM FINANCING ACTIVITIES:
   Borrowings under notes payable and long-term debt                          8,903              130
   Principal payments on long-term debt                                        (421)
   Issuance of common stock                                                     950
   Initial public offering costs                                               (505)
                        Net cash provided by financing activities             8,927              130
NET INCREASE IN CASH AND CASH EQUIVALENTS                                    (2,712)          (1,209)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              2,846            2,650
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $    134          $ 1,441

SUPPLEMENTAL DISCLOSURES:
   Cash paid for interest                                                  $    379          $     -
   Cash paid for income taxes                                              $     71
    Non-cash investing and financing activites:
      Gain on sale of assets to related party reflected as a capital
           contribution, net of tax effect of $1,631                       $      -          $ 3,170



The accompanying notes are an integral part of these consolidated financial statements.


</TABLE>




1.    ORGANIZATION  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING
  POLICIES:

The   consolidated  interim  financial  statements  included
herein  have  been  prepared by Horizon  Offshore,  Inc.  (a
Delaware corporation) and its subsidiaries (Horizon  or  the
Company), and are unaudited, except for the balance sheet at
December 31, 1997, which has been prepared from the  audited
financial  statements  at  that  date.  In  the  opinion  of
management,  the  unaudited consolidated  interim  financial
statements  include  all adjustments necessary  for  a  fair
presentation of the financial position as of March 31, 1998,
the  statements  of  operations and the statements  of  cash
flows  for  the three months ended March 31, 1998 and  1997.
Although  management believes the unaudited interim  related
disclosures   in   these  consolidated   interim   financial
statements  are  adequate to make the information  presented
not misleading, certain information and footnote disclosures
normally  included  in  annual audited financial  statements
prepared  in  accordance with generally accepted  accounting
principles  have been condensed or omitted pursuant  to  the
rules of the Securities and Exchange Commission. The results
of  operations for the three months ended March 31, 1998 are
not  necessarily indicative of the result to be expected for
the   entire   year.  The  consolidated  interim   financial
statements  included  herein should be read  in  conjunction
with  the  audited  financial statements and  notes  thereto
included in the Company's Registration Statement on Form S-1
(Registration No. 333-43965).

Organization

Horizon  provides offshore construction services to the  oil
and gas industry. These services generally consist of laying
and  burying marine pipelines for the transportation of  oil
and gas. Work is performed primarily on a fixed-price or day-
rate basis or a combination thereof.

In  April  1998,  the Company completed its  initial  public
offering  (the Offering) of 5,750,000 shares of  its  common
stock at $13.00 per share and received $69.0 million, net of
$5.8  million of underwriting commissions and discounts  and
expenses.  The Company used the Offering proceeds  to  repay
its  $23.8 million indebtedness under Subordinated Notes and
to  acquire  the  Stephaniturm, a  230-foot  diving  support
vessel,  for $17.5 million. The Company repaid $13.0 million
on  its  term  loan  indebtedness and $5.3  million  on  its
revolving  note payable to Den Norske Bank. The Company  has
incurred  $5.6 million of costs related to the  construction
of  a derrick barge, the Pacific Horizon. The balance of the
proceeds is being invested in short-term securities  pending
the completion of the Pacific Horizon.


Interest Capitalization

Interest is capitalized on the average amount of accumulated
expenditures  for equipment that has been purchased  and  is
undergoing major modifications and refurbishments  prior  to
being placed into service.  Interest is capitalized using an
effective rate based on related debt until the equipment  is
placed  into service.  Interest expense for the three-months
ended   March   31,   1998  is  net  of  $148,000   interest
capitalized.


2.   PROPERTY AND EQUIPMENT:

Property  and  equipment  consists  of  the  following   (in
thousands):

                                          March 31,     December 31,
                                            1998           1997
                                         ----------      ----------
Barges, boats and related equipment      $  62,967       $  51,349
Land and buildings                           6,207           4,039
Machinery                                      533             245
Officer furniture and equipment                739             424
Leasehold improvements                         824             237
                                         ----------      ----------
                                            71,270          56,294
Less-Accumulated depreciation               (1,686)         (1,254)
                                         ----------      ----------
Property and equipment, net              $  69,584       $  55,040


  During  the  quarter  ended March 31,  1998,  the  Company
expended   an   additional  $15.0  million,  primarily   for
improvements   and   refurbishments   to   its   fleet   and
improvements  to its marine support base near  Port  Arthur,
Texas.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              

The  following  discussion and analysis should  be  read  in
conjunction   with  the  Company's  consolidated   financial
statements  and  notes  thereto  and  the  discussion  under
"Management's   Discussion   and   Analysis   of   Financial
Conditions  and  Results  of  Operations"  included  in  the
Company's  Registration Statement on Form S-1  (Registration
No.  333-43965) (the "Registration Statement"), relating  to
the Company's initial public offering (the "Offering").

General

The Company provides marine construction services to the oil
and  gas  industry  primarily in the Gulf  of  Mexico.   The
Company's  marine fleet is used primarily to install  marine
pipelines  to  transport oil and gas  from  newly  installed
production  platforms and other subsea  production  systems.
Over  the  past several years, improvements in  seismic  and
drilling  technology and production techniques,  which  have
increased  drilling  success  rates  and  efficiencies  have
resulted  in  increased exploration and development  in  the
Gulf  and have improved the economics of developing  smaller
oil and gas fields especially in shallow water.

The  Company's  present management team, which  assumed  its
current  role  in July 1997, has aggressively  expanded  the
Company's  operations and has assembled  a  fleet  of  eight
vessels,  which includes four vessels capable of  pipelaying
operations, one bury barge, one derrick/pipelay vessel,  one
derrick  barge and two diving support vessels.  Two  of  the
pipelaying  vessels,  the American  Horizon  and  the  Cajun
Horizon,  were  placed into service in  1996.  The  American
Horizon  and  the  Cajun Horizon installed approximately  19
miles  of pipe ranging in diameter from three to ten  inches
during  the  quarter  ended March 31, 1997.  Two  pipelaying
vessels  acquired during the second half of 1997,  the  Gulf
Horizon and Lone Star Horizon, became operational during the
first  quarter of 1998. In shallow water, the  Gulf  Horizon
and  the  Lone  Star  Horizon can lay  pipe  with  diameters
ranging  up  to 36" and 48", respectively. The Gulf  Horizon
completed  a  project offshore Venezuela  during  the  first
quarter  of  1998. During the first quarter of  1998,  these
four  vessels installed 46 miles of pipe ranging in diameter
from three to 36 inches. In addition, a pipebury barge,  the
Canyon  Horizon,  and  a diving support  vessel,  the  Pearl
Horizon,  were acquired in the second half of 1997  and  are
expected  to  become operational in the  second  quarter  of
1998.  The Phoenix Horizon, which was acquired during  1997,
is  being  upgraded and refurbished and is  expected  to  be
placed into service during the fourth 1quarter of 1998 as  a
derrick/pipelay vessel.

As  discussed below, the Stephaniturm was acquired in  April
1998  with  Offering  proceeds  and  is  chartered  to   Det
Sondenfjelds-Norske  Dampskibsselskab  ASA  (DSND)  for   $3
million  until August 31, 1998. The Stephaniturm will  offer
saturation  diving in water depths up to 1,000  feet,  riser
installation,  tie-ins and commissioning services  to  allow
the Company to perform more complex projects and operate  in
deeper water.  The Company's expanded fleet competes in  the
Gulf for substantially all pipeline installation projects in
shallow  water depths of 200 feet and less and a significant
number of projects in intermediate water depths between  200
and 800 feet.

Results of Operations

The  discussion  below  describes the Company's  results  of
operations.  Certain factors in particular make the  results
of  the following periods difficult to compare.  First,  the
Company's  new management team assumed its current  role  in
July  1997  and  has  implemented  operational  systems  and
procedures  that include improved bidding and  profitability
analyses  for  projects,  project  supervision  and   review
procedures,  and  increased equipment  utilization  achieved
through vessel and project scheduling.

Second,  the Company's fleet that operated during the  first
quarter  of  1997  consisted of two  vessels,  the  American
Horizon  and the Cajun Horizon. During the last  quarter  of
1997,   the   Company  made  significant  acquisitions   and
improvements to its fleet. The Company operated four vessels
during  the  first quarter of 1998. The Company  anticipates
that due to the substantial growth in the size and operating
capabilities  of  its fleet, its operating  results  in  the
future  will  not be comparable to the Company's  historical
results.  The  Company's  recent  vessel  acquisitions  have
expanded  its  operating  capabilities  and  increased   its
operating   cost  structure.   The  Company's   ability   to
integrate  these vessels into its operations  will  directly
impact  the  Company's future results  of  operations.   The
aggregate  amount  of  selling, general  and  administrative
expenses  is  also  expected to  increase  to  support  this
growth.

Three  Months  Ended March 31, 1998 Compared  to  the  Three
Months Ended March 31, 1997

Contract Revenues. Contract revenues were $18.6 million  for
the  quarter  ended March 31, 1998 compared to $4.5  million
for  the  quarter ended March 31, 1997. The Company's  fleet
operating  in  the  Gulf during the first  quarter  of  1998
increased to four vessels from two vessels operating in  the
first   quarter   of   last  year.  The  Company   installed
approximately  46  miles of pipe during  the  quarter  ended
March  31, 1998 compared to approximately 19 miles  for  the
first  quarter of 1997. The Company's results of  operations
for  the first quarter of 1998 reflect the level of offshore
activity  in  the Gulf and current management's  ability  to
competitively bid, win and successfully manage projects.

Gross Profit (Loss). Gross profit was $5.4 million (28.9% of
contract revenues) for the first quarter of 1998 as compared
to  a  gross loss of  $1.4 million for the first quarter  of
1997.  Under the guidance of present management, the Company
continued  to improve its gross profit margin  in  the  last
half  of  1997  and the first quarter of 1998  through  more
efficient   execution   of   projects,   greater   equipment
utilization  and  an  increase in the  number  of  contracts
awarded.

The  gross  loss for the first quarter of 1997 was primarily
attributable  to  the  number  of  contracts  performed  and
resulting lack of equipment utilization  and  backlog.  Also,
included in  the  cost  of  contract revenues for the quarter
ended March 31, 1997 is $.4 million of  operating  costs
associated with the  three  boats  and certain  equipment
which were sold to an affiliate in  March 1997.


Selling,  General  and  Administrative  Expenses.   Selling,
general  and  administrative  expenses  increased  to   $1.9
million  (10.4% of contract revenues) for the  three  months
ended  March  31, 1998 from $.5 million (11.0%  of  contract
revenues)  for the first three months in 1997 primarily  due
to  the  addition of personnel and other expenses associated
with  the  growth of the Company. 


Interest Expense. Interest expense was $.8 million  and  $.9
million for the three months ended March 31, 1998 and  1997,
respectively.    The   Company's  total   outstanding   debt
increased  during the last quarter of 1996 due to additional
borrowings  to  fund acquisitions, capital improvements  and
working   capital  requirements.   In  connection   with   a
recapitalization of the Company on March 31, 1997,  Highwood
Partners,   L.P.  and  Westgate  International,  L.P.   (the
Principal Stockholders) contributed $21.0 million of debt to
additional  paid-in  capital.  The  Company  applied   $12.0
million  of  the proceeds from the sale of assets  in  March
1997,  as  described below, to reduce debt to the  Principal
Stockholders.  The  Company's  outstanding  debt   increased
significantly  during the fourth quarter  of  1997  and  the
first quarter of 1998 as a result of the vessel acquisitions
and  improvements made to expand the Company's fleet and the
acquisition  of  marine bases in Houma, Louisiana  and  Port
Arthur, Texas.

Other  Income.  The Company sold one of its  vessels  to  an
unaffiliated  third party in February 1997 for $3.3  million
cash resulting in the recognition of a $.6 million gain.

Income  Taxes.  The  Company uses the  liability  method  of
accounting  for income taxes. As of December 31,  1997,  the
Company  had  net operating loss carryforwards  that  offset
income  taxes  in  the first quarter  of  1998  and  may  be
available  to  reduce  future income  taxes.  For  financial
reporting   purposes,  a  valuation   allowance   has   been
established  as of March 31, 1998 and December 31,  1997  to
offset  the  Company's  net deferred tax  assets,  including
those related to carryforwards, to the extent they were  not
realizable through the sale of appreciated assets.

The  Company recorded a $1.6 million deferred tax  asset  in
Fiscal  1996 related to the $4.8 million gain from the  sale
of assets which was included in taxable income for 1997. The
Company accounted for the $3.2 million gain on the sale, net
of  taxes  of  approximately  $1.6  million,  as  a  capital
contribution for financial reporting purposes.

Net  Income  (Loss).  Net income was $2.6  million  for  the
three months ended March 31, 1998 as compared to a net  loss
for  the  three months ended March 31, 1997 of $2.2 million.
The net loss for the first quarter of 1997 was primarily due
to  the number of contracts performed and resulting lack  of
equipment utilization and backlog.

Liquidity and Capital Resources

In  April  1998,  the Company completed its  initial  public
offering  of  5,750,000 shares of common stock and  received
approximately  $69.0  million,  net  of  $5.8   million   of
underwriting  commissions and discounts  and  expenses.  The
Company  repaid  its  $23.8 million indebtedness  under  its
Subordinated  Notes,  acquired the  Stephaniturm  for  $17.5
million  and expects to use the remaining Offering  proceeds
to  construct the Pacific Horizon. The Company has  incurred
$5.6  million  of costs related to the construction  of  the
Pacific Horizon. Pending application of the proceeds for the
construction  of  the Pacific Horizon,  the  Company  repaid
$13.0  million  on  the term loan and $5.3  million  on  the
revolving note payable to Den norske Bank (DNB). The balance
of the proceeds is being invested in short-term securities.

In May 1998 the Company amended its credit facility with DNB
(the  "Credit  Facility")  to provide  for  $50  million  of
borrowings. The amended Credit Facility provides for  a  $30
million   reducing  revolver  to  be  reduced   in   monthly
increments of $625,000 beginning March 31, 1999  and  a  $20
million  revolving  note due June 30,  2000.  The  amendment
requires  that  certain conditions be met in order  for  the
Company  to  obtain advances under the Credit Facility.  The
Company  has  met certain of these conditions and  estimates
that  it currently has available borrowing capacity  of  $35
million  under the Credit Facility. The Credit  Facility  is
secured   by  substantially  all  assets  of  the   Company,
including mortgages on all vessels owned by the Company,  as
well  as  accounts receivable. Other significant  terms  and
covenants  under  the Credit Facility are described  in  the
Company's Registration Statement.

The Company had working capital deficits of $4.9 million  at
March  31,  1998  and   $2.1 million at December  31,  1997.
Prior to the completion of the Offering and the amendment to
the Credit Facility, the Company financed its vessel and property
acquisitions  and  improvements through  operating cash flow
and short-term borrowings. The significant growth
in the number of construction contracts and related contract
revenues  has  resulted in an increase in contract  receivables.
Cash provided by operations was  $3.3 million  for  the quarter
ended March 31, 1998  compared  to cash  used  by  operations
of $3.8 million  during  the first quarter of last year.  




Cash  used  for  capital  expenditures  totaled  $15.0
million  and $.5 million during the first quarters  of
1998 and 1997, respectively. Principal payments on long-term
debt  were  $.4 million during the  first  quarter  of 1998.
No payments  were made on debt during the first quarter of 1997.
The  Company increased its borrowings under the Subordinated
Notes  and the Credit Facility to make  acquisitions  and
upgrades in the first quarter of 1998. As of March 31, 1998,
$23.8   million  was  due  under  the  Subordinated   Notes,
including  accrued  interest. As  of  March  31,  1998,  the
Company  had $13.0 million outstanding under the  Term  Loan
and  $4.3  million outstanding under the revolving
note payable to DNB bearing interest at 9.0% per annum.


Planned  capital expenditures for the remaining nine  months
in  1998  are  estimated  to total  approximately  $15.7
million  to complete improvements to the Company's  existing
fleet,  excluding the Stephaniturm and the  Pacific  Horizon
discussed above. Management believes that  cash  generated
from  operations,  together with available borrowings  under
the   Credit  Facility,  will  be  sufficient  to  fund  the
Company's  currently  planned capital projects  and  working
capital  requirements for 1998.  Pursuant  to  the  amended
Credit Facility, the Company  estimates available borrowing
capacity  of  $35 million.  under its Credit Facility. The
Company's strategy, however,  is  to  make  other  acquisitions
to  expand  its operating capabilities and expand into  selected
international  markets.  To  the  extent  the   Company   is
successful in identifying acquisition opportunities, it  may
require  additional debt or equity financing depending  upon
the size of the transaction.

Risk Factors and Forward-Looking Statements


Management's Discussion and Analysis of Financial Conditions
and  Results of Operations contains certain statements  that
are  not  historical in nature and are intended to be "forward-
looking statements" within the meaning of
Section  21E  of  the Securities Exchange Act  of  1934,  as
amended. The Company cautions readers that forward-
looking  statements,  including,  without  limitation  those
related   to   the  Company's  future  business   prospects,
revenues,  working  capital, liquidity,  capital  needs  and
capital  expenditures are subject to a  number  of  material
risks  and  uncertainties, including competition,  equipment
and   labor   productivity,  contract  estimating,   weather
conditions, risks inherent in marine construction and  other
risks  and  uncertainties  that  are  beyond  the  Company's
control.  Such forward-looking statements are not guarantees
of  future performance and actual results, developments
and  business  decisions may differ from those envisaged  by
such  forward-looking  statements.  Important  factors  that
could  cause  actual results to differ materially  from  the
Company's expectations are discussed under the heading "Risk
Factors" in the Company's Registration Statement.


                 PART II - OTHER INFORMATION


Item 2. Changes in Securities and Use of Proceeds.

          Use of Proceeds.

The   Company's   Registration   Statement   on   Form   S-1
(Registration No. 333-43965) (the "Registration Statement"),
relating  to  the  Company's initial  public  offering  (the
"Offering")  was  declared effective by the  Securities  and
Exchange  Commission on April 1, 1998. The sale of 5,750,000
shares   of  the  Company's  common  stock,  $1  par  value,
commenced  on  April  1, 1998 and has been completed.  The
managing underwriters for the Offering  were
Smith  Barney,  Inc., PaineWebber Incorporated  and  Raymond
James  & Associates, Inc. The total price to the public  was
$74.7  million,  the underwriting discounts and  commissions
totaled  $5.2  million  and expenses are  estimated  at  $.6
million.

As  of  May 6, 1998, the Company had used the $69.0  million
net  proceeds from the Offering as follows: (i) to repay    
its $23.8 million indebtedness under its Subordinated Notes,
(ii) to acquire the Stephaniturm  for $17.5 million from 
DSND, its strategic  alliance partner,  (iii) to incur  $5.6
million of costs related to the  construction of the Pacific
Horizon  and (iv) to repay  $13.0 million on the term loan
indebtedness and  $5.3 on the revolving note payable to DNB
pending the application of the proceeds for the construction of the
Pacific  Horizon.  The  balance of  the  proceeds  is  being
invested in short-term securities.

Excluding the repayment of the Subordinated Notes to the Principal
Stockholders and the purchase of the Stephaniturm from DSND,
none  of  such payments were direct or indirect payments  to
directors or officers of the Company or their associates, to
persons owning 10% or more of any class of equity securities
of the Company or to affiliates of the Company.

Item 6. Exhibits and Reports on Form 8-K.

       (a)      Exhibits

        3.1     Amended and Restated Certificate of Incorporation
                of the Company 1

        3.2     Bylaws of the Company 1

        10.1    Amended and Restated Credit Agreement dated May 13, 1998
                Provided by Den Norske Bank to Horizon Vessels, Inc. and 
                Horizon Offshore Contractors, Inc., as borrowers, and 
                guaranteed by the Company
        
        27.1    Financial Data Schedule

       (b)      none

_____________________

        1  Incorporated by reference to the Company's Registration Statement
           on Form S-1 (Registration Statement No. 333-43965).


                                SIGNATURE

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.


                                HORIZON OFFSHORE, INC.


Date: May 14, 1998            By: /s/ David W. Sharp
                                      David W. Sharp
                                Executive Vice President and
                                 Chief Financial Officer