UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       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                                76-0487309
      (State or other jurisdiction                     (I.R.S. employer
           of incorporation or                        Identification no.)
             organization)

                       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 [X]   No [ ]

The number of shares of the registrant's Common Stock outstanding as of May 8,
2000 was 18,812,273.
<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                     HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                        MARCH 31,   DECEMBER 31,
                                                           2000         1999
                                                        ---------   -----------
                                                       (Unaudited)
                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents ........................   $   8,748    $   8,117
   Accounts receivable-

      Contract receivables ..........................      13,819       16,675

      Costs in excess of billings ...................       3,115        4,172

      Affiliated parties ............................          23        3,086

   Inventory ........................................       1,646        1,700

   Other current assets .............................       2,049        1,909
                                                        ---------    ---------
             Total current assets ...................      29,400       35,659

PROPERTY AND EQUIPMENT, net .........................     168,148      163,353

OTHER ASSETS ........................................       3,913        3,389
                                                        ---------    ---------
                                                        $ 201,461    $ 202,401
                                                        =========    =========
      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

   Accounts payable .................................   $   3,242    $   4,247

   Accrued liabilities ..............................       2,928        2,926

   Accrued job costs ................................       7,706       13,332

   Billings in excess of costs ......................       1,069          871

   Current maturities of long-term debt .............      10,305       10,305
                                                        ---------    ---------
             Total current liabilities ..............      25,250       31,681

LONG-TERM DEBT, net of current maturities ...........      74,849       68,986

DEFERRED INCOME TAXES ...............................       4,508        4,634
                                                        ---------    ---------
             Total liabilities ......................     104,607      105,301

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
   Preferred stock, $1 par value, 5,000,000
      shares authorized, none issued and outstanding         --           --
   Common stock, $1 par value, 35,000,000 shares
      authorized, 19,826,480 shares issued ..........       9,119        9,119

   Additional paid-in capital .......................      87,872       87,872

   Retained earnings ................................       6,530        6,835
   Treasury stock, 1,016,524 and 1,025,500
      shares, respectively ..........................      (6,667)      (6,726)
                                                        ---------    ---------
         Total stockholders' equity .................      96,854       97,100
                                                        ---------    ---------
                                                        $ 201,461    $ 202,401
                                                        =========    =========

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

                                      - 2 -
<PAGE>
                     HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                  -----------------------------
                                                      2000             1999
                                                  ------------     ------------
CONTRACT REVENUES ............................    $     15,906     $     12,357

COST OF CONTRACT REVENUES ....................          14,781           10,091
                                                  ------------     ------------
      Gross profit ...........................           1,125            2,266

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES .           2,010            2,342
                                                  ------------     ------------
      Operating loss .........................            (885)             (76)

OTHER INCOME (EXPENSE):
      Interest expense .......................          (1,768)            (959)

      Interest income and other ..............              98              102
                                                  ------------     ------------
NET LOSS BEFORE INCOME TAX BENEFIT AND
     CUMULATIVE EFFECT OF ACCOUNTING CHANGE ..          (2,555)            (933)

INCOME TAX BENEFIT ...........................            (869)            (328)
                                                  ------------     ------------
NET LOSS BEFORE CUMULATIVE EFFECT OF
      ACCOUNTING CHANGE ......................          (1,686)            (605)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF
      TAXES ..................................           1,381             --
                                                  ------------     ------------
NET LOSS .....................................    $       (305)    $       (605)
                                                  ============     ============
EARNINGS PER SHARE - BASIC AND DILUTED:
       NET LOSS BEFORE CUMULATIVE EFFECT
             OF ACCOUNTING CHANGE ............    $      (0.09)    $      (0.03)

       CUMULATIVE EFFECT OF ACCOUNTING CHANGE             0.07             --
                                                  ------------     ------------
       NET LOSS ..............................    $      (0.02)    $      (0.03)
                                                  ============     ============
SHARES USED IN COMPUTING NET LOSS PER SHARE-
      BASIC AND DILUTED ......................      18,804,379       18,669,793


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

                                      - 3 -
<PAGE>
                     HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                   -------------------------
                                                                     2000             1999
                                                                   --------         --------
<S>                                                                <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES:

   Net loss ....................................................   $   (305)        $   (605)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities-

         Depreciation and amortization .........................      1,567            1,502

         Cumulative effect of accounting change ................     (2,126)            --

         Deferred income taxes .................................       (126)            (328)

         Amortization of deferred interest .....................        131             --

         Changes in operating assets and liabilities-

            Accounts receivable ................................      5,919           11,581

            Costs in excess of billings ........................      1,057            3,485

            Billings in excess of costs ........................        198             (988)

            Inventory ..........................................         54             --

            Other current assets ...............................       (140)              35

            Accounts payable ...................................     (1,005)          (1,028)

            Accrued liabilities ................................          2           (1,089)
            Accrued job costs ..................................     (5,626)          (4,183)

            Due to related parties .............................       --                 39
                                                                   --------         --------
                  Net cash provided by (used in) operating
                     activities ................................       (400)           8,421
CASH FLOW FROM INVESTING ACTIVITIES:
   Purchases and additions to equipment ........................     (3,932)          (7,444)
   Drydock costs ...............................................       (759)          (1,618)
                                                                   --------         --------
                  Net cash used in investing activities ........     (4,691)          (9,062)
CASH FLOW FROM FINANCING ACTIVITIES:

   Borrowings under notes payable and long-term debt ...........      8,500            5,000

   Loan fees ...................................................       (200)            --

   Principal payments on long-term debt ........................     (2,637)          (1,986)

   Treasury stock transactions .................................         59              (18)
                                                                   --------         --------

                  Net cash provided by financing activities ....      5,722            2,996
                                                                   --------         --------

NET INCREASE IN CASH AND CASH EQUIVALENTS ......................        631            2,355

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...............      8,117            9,649
                                                                   --------         --------


CASH AND CASH EQUIVALENTS AT END OF PERIOD .....................   $  8,748         $ 12,004
                                                                   ========         ========

SUPPLEMENTAL DISCLOSURES:


   Cash paid for interest ......................................   $  1,711         $  1,387
</TABLE>

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

                                      - 4 -
<PAGE>
                     HORIZON OFFSHORE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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), and are unaudited, except for the balance sheet at December 31, 1999,
which has been prepared from the audited financial statements. 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, 2000, the statements of operations and cash flows for the three-month
periods ended March 31, 2000 and 1999. 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, 2000 are not necessarily indicative of the results to be
expected for the entire year ending December 31, 2000. The consolidated interim
financial statements included herein should be read in conjunction with the
audited financial statements and notes thereto included in our 1999 Annual
Report on Form 10-K.

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, and installing and salvaging production platforms
and other marine structures. Work is performed primarily on a fixed-price or
day-rate basis or a combination of these.

INTEREST CAPITALIZATION

    Interest is capitalized on the average amount of accumulated expenditures
for equipment that is undergoing major modification and refurbishment 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-month period ended March 31, 2000 is net of $67,000 interest
capitalized. Interest capitalized during the three-month period ended March 31,
1999 was $563,000.

INVENTORY

    Inventory consists of structures held for resale from derrick salvage
services. The inventory is reported at the lower of cost or market value.
Horizon periodically assesses the net realizable value of its inventory items.

                                      - 5 -
<PAGE>
2.  PROPERTY AND EQUIPMENT:

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

                                                  MARCH 31,      DECEMBER 31,
                                                     2000            1999
                                                  ---------      -----------
Barges, boats and related equipment ....          $ 168,994        $ 165,266
Land and buildings .....................              7,701            7,586
Machinery and equipment ................                245              245
Office furniture and equipment .........              1,301            1,292
Leasehold Improvements .................              1,489            1,409
                                                  ---------        ---------
                                                    179,730          175,798
                                                    (11,582)         (12,445)
Less - Accumulated depreciation.........          ---------        ---------
Property and equipment, net.............          $ 168,148        $ 163,353
                                                  =========        =========

   During the three months ended March 31, 2000, we incurred $3.9 million of
capital expenditures primarily related to the upgrade of the PACIFIC HORIZON's
lift capacity from 800 tons to 1,000 tons and to complete the installation of
diving equipment on our vessels.

   On January 1, 2000, we changed depreciation methods from the straight-line
method to the units-of-production method on our major barges and vessels to more
accurately reflect the wear and tear of normal use. We believe that the
units-of-production method is best suited to reflect the actual depreciation of
our marine equipment. Depreciation expense calculated under the
units-of-production method may be different than depreciation expense calculated
under the straight-line method in any period. The annual depreciation based on
utilization of each vessel will not be less than 25% of annual straight-line
depreciation, and the cumulative depreciation based on utilization of each
vessel will not be less than 50% of cumulative straight-line depreciation. For
the quarter ended March 31, 2000, we recorded the cumulative effect of a $1.4
million adjustment, or $0.07 per share, which is net of taxes of $0.7 million
related to changing depreciation methods from the straight-line method to the
units-of-production method.

3.  STOCKHOLDERS' EQUITY

EARNINGS PER SHARE

    Earnings per share data for all periods presented has been computed pursuant
to Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share" that requires a presentation of basic earnings per share (basic EPS) and
diluted earnings per share (diluted EPS). Basic EPS excludes dilution and is
determined by dividing income available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted EPS
reflects the potential dilution that could occur if securities and other
contracts to issue common stock were exercised or converted into common stock.
As of March 31, 2000, we had outstanding options covering an aggregate of 1.9
million shares of common stock, of which 0.4 million shares were exercisable.
There are no material differences in basic EPS and diluted EPS for all periods
presented, as all outstanding options would be anti-dilutive to EPS.

TREASURY STOCK

    In July 1998, the board of directors approved the repurchase of up to $10
million of Horizon's outstanding common stock. Shares have been purchased from
time to time, subject to market conditions, in the open market or in privately
negotiated transactions. During 1998 and 1999, we repurchased 1,158,800 shares
of common stock for a total cost of $7.6 million. We re-issued 133,300 shares of
treasury stock in connection with the purchase of the BRAZOS HORIZON in April
1999. During the quarter ended March 31, 2000, we contributed 8,976 shares of
treasury stock to our 401(k) Plan. As of March 31, 2000, our treasury stock
consisted of 1,016,524 shares at a cost of $6.7 million. We record treasury
stock under the average cost basis.

                                      - 6 -
<PAGE>
4.  RELATED PARTY TRANSACTIONS

    In our opinion, all of the transactions described below were effected on
terms at least as favorable to us as those which could have been obtained from
unaffiliated third parties.

    In August 1998, we entered into a master services agreement with Odyssea
Marine, Inc. (Odyssea), an entity wholly-owned by Elliott Associates, L.P. and
Westgate International, L.P., (Principal Stockholders), to charter certain
marine vessels on an as needed basis from Odyssea. As of March 31, 2000, Horizon
owed Odyssea $31,000 as a result of services performed under this agreement,
compared to $30,000 at December 31, 1999. During the three months ended March
31, 2000, Odyssea billed Horizon $1.0 million and we paid Odyssea $1.0 million
for services rendered under the agreement. Odyssea billed Horizon $1.1 million
and we paid Odyssea $2.1 million during the quarter ended March 31, 1999.

    In August 1998, we entered into an agreement with Prime Natural Resources,
Inc. (Prime), an entity that is majority-owned by one of the Principal
Stockholders, to perform marine construction work. Prime awards contracts to us
on the basis of a competitive bid process. Prime paid its outstanding receivable
balance of $3.1 million in full as of March 15, 2000. We did not bill Prime for
any services during the first quarter of 2000. We billed Prime $1.6 million for
services rendered under the agreement during the first quarter of 1999 and had
an outstanding receivable balance of $2.9 million as of March 31, 1999.

                                      - 7 -
<PAGE>
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
HORIZON'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO AND THE DISCUSSION
UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS" INCLUDED IN OUR 1999 ANNUAL REPORT ON FORM 10-K. THE FOLLOWING
INFORMATION CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO RISKS AND
UNCERTAINTIES. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE,
ACTUAL RESULTS MAY DIFFER FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENTS.

GENERAL

    We provide marine construction services to the oil and gas industry
primarily in the Gulf of Mexico and selected international locations. Our marine
fleet installs pipelines to transport oil and gas from newly installed
production platforms and other subsea production systems, and installs and
salvages production platforms and other marine structures.

    We have assembled a fleet of eleven vessels, ten of which are operational.
Our fleet is capable of a wide range of marine construction activities,
including installing up to 48-inch pipelines and smaller diameter rigid and
coiled-line pipe in water depths up to 800 feet, providing pipebury and all
other services necessary to commence transporting oil and gas through an
installed pipeline, and installing and salvaging production platforms and other
marine structures. We believe that our expanded fleet allows us to compete in
the Gulf for substantially all pipeline installation projects in shallow water
depths of 200 feet and less and a substantial number of projects in intermediate
water depths of between 200 and 800 feet. We have also formed a joint venture
with Det Sondenfjelds-Norske Dampkibsselskab ASA (DSND) which allows us to
conduct deepwater pipelaying operations in the Gulf, offshore Mexico and Canada,
and in the Caribbean. During the first quarter, we completed upgrading the
PACIFIC HORIZON from an 800 ton lift capacity to 1,000 tons and the installation
of diving equipment on our vessels. The diving and towing capabilities of the
PEARL HORIZON were also upgraded.

    Our operating results are directly tied to industry demand for our services,
most of which are performed on the outer continental shelf in the Gulf. Demand
for our services is primarily a function of the level of oil and gas activity in
the Gulf. Our 1999 and first quarter 2000 operating results were adversely
affected by relatively low levels of industry demands. As oil prices began to
improve at mid-year 1999, drilling activity began to increase. If the recent
increase in oil and gas prices and drilling levels are sustained, we expect
demand for our services to increase.

    Due to time required to drill a well and fabricate a production platform,
demand for our services usually lags exploratory drilling by six to eighteen
months. We believe our operating results will be highly leveraged to any
improvement in market conditions on the outer continental shelf due to our fleet
capabilities and management expertise in this market area.

RESULTS OF OPERATIONS

    The discussion below describes our results of operations. The first quarter
results were impacted both by the typical seasonality of marine construction in
the Gulf of Mexico and by the current competitive environment in our industry.
Reduced demand for construction and lower margins bid on jobs also impacted
results for the first three months of 2000.

    We believe our enhanced equipment capabilities have strengthened our
competitive position. The lower utilization for the pipelay vessels was
partially offset by increased utilization of our derrick vessels. The PACIFIC
HORIZON and the ATLANTIC HORIZON together successfully completed several
projects during the first quarter.

                                      - 8 -
<PAGE>
    The PACIFIC HORIZON mobilized to offshore Ecuador for the transportation and
installation of a drilling and production platform. This project was completed
in April 2000 and represents our commitment to international expansion in Latin
America. We are also continuing our business development efforts in West Africa
and Mexico by actively bidding on selected projects.

QUARTER ENDED MARCH 31, 2000 COMPARED TO THE QUARTER ENDED MARCH 31, 1999

    CONTRACT REVENUES. Contract revenues were $15.9 million for the quarter
ended March 31, 2000, compared to $12.4 million for the quarter ended March 31,
1999. The increase in revenues is primarily due to the deployment of the PACIFIC
HORIZON which allowed us to participate in a larger share of the platform
installation and abandonment market.

    GROSS PROFIT. Gross profit was $1.1 million (7.1% of contract revenues) for
the quarter ended March 31, 2000 compared to a gross profit of $2.3 million
(18.3% of contract revenues) for the quarter ended March 31, 1999. The reduction
in gross profit is due to lower margins earned on jobs performed due to market
conditions.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased to $2.0 million (12.6% of contract revenues)
for the three months ended March 31, 2000, compared with $2.3 million (19.0% of
contract revenues) for the same period in 1999. The percentage decrease was
primarily due to the increase in revenues without a commensurate increase in
selling, general and administrative expenses.

    INTEREST EXPENSE. Interest expense was $1.8 million for the three months
ended March 31, 2000, net of $0.1 million interest capitalized, and $1.0 million
for the same period last year, net of $0.6 million interest capitalized. Our
total outstanding debt was $85.2 million at March 31, 2000, compared to $72.9
million at March 31, 1999. The outstanding debt increased as a result of the
vessel acquisitions and improvements made to our fleet.

    OTHER INCOME. Included in other income is interest income on cash
investments of $0.1 million for the three months ended March 31, 2000 and $0.1
million for the first quarter in 1999.

    INCOME TAXES. We use the liability method of accounting for income taxes.
For the quarter ended March 31, 2000, we recorded a federal income tax benefit
of $0.9 million, at a net effective rate of 34.0% on a pre-tax income net loss
of $2.6 million. For the quarter ended March 31, 1999, Horizon recorded a
federal income tax benefit of $0.3 million, at a net effective rate of 35.2% on
pre-tax net loss of $0.9 million.

    CUMULATIVE EFFECT OF ACCOUNTING CHANGE. We recorded a cumulative effect of
$1.4 million, or $0.07 per share, net of taxes of $0.7 million, related to
changing depreciation methods from straight-line to the units-of-production
method effective January 1, 2000. See Note 2 of the notes to consolidated
financial statements.

    NET LOSS. Net loss for the first quarter was $0.3 million, or $.02 per
share, which includes the effect of a cumulative adjustment of $1.4 million or
$.07 per share related to a change in accounting principle. This compares with a
net loss of $0.6 million, or $0.03 per share, for the first quarter of 1999.

LIQUIDITY AND CAPITAL RESOURCES

    Our primary liquidity needs are to fund acquisitions and improvements to the
fleet necessary to expand operations and to provide working capital. Horizon had
working capital of $4.2 million at March 31, 2000, compared to working capital
of $4.0 million at December 31, 1999. Cash used in operations was $0.4 million
for the three months ended March 31, 2000, compared to $8.4 million of cash
provided by operations for the first three months ended March 31, 1999. Cash
provided by operations for the quarter ended March 31, 1999 was the result of a
decline in working capital from $12.7 million at December 31,

                                      - 9 -
<PAGE>
1998 to $7.2 million by March 31, 1999. The decrease in accounts receivable and
costs in excess of billings during the first quarter of 1999 caused the decline
in working capital.

    Outstanding borrowings under the term loan with the CIT Group, Inc. at March
31, 2000 were $73.9 million, which was borrowed at various dates. The first
advance of $50 million under the term loan is due in 84 monthly principal
installments of $463,000, the second advance of $5 million is due in 84 monthly
principal installments of $46,000, the third advance of $13.8 million is due in
84 monthly principal installments of $128,000, and the fourth advance of $14.5
million is due in 73 monthly installments of $154,490. The remaining principal
balance is due at the end of the 84 months. The term loan is secured by
mortgages on all owned vessels.

    We have a $30 million revolving credit facility with Wells Fargo Bank at
LIBOR plus 2%. At March 31, 2000, we had $8.7 million in cash and $8.5 million
outstanding under the $30 million revolving credit facility. At May 11, 2000, we
had $4.5 million outstanding and $1.9 million available under the $30 million
revolving credit facility. Outstanding borrowings bear interest at LIBOR plus 2%
and are secured by accounts receivable from customers. The revolving credit
facility matures on December 31, 2001.

    Both the term loan and the revolving credit facility require that certain
conditions be met in order for us to obtain advances. These loans are secured by
substantially all of our assets, including mortgages on all vessels owned by us,
as well as accounts receivable. Both loan facilities contain customary defaults
and require us to maintain certain financial ratios. The facilities also contain
certain covenants that limit our ability to incur additional debt, pay
dividends, create certain liens, sell assets and make capital expenditures.
Horizon was in compliance with all loan covenants as of March 31, 2000.

    We believe that cash generated from operations, together with available
borrowings under our loan facilities, will be sufficient to fund our currently
planned capital projects and working capital requirements into the year 2000.
Planned capital expenditures for the remainder of 2000 are estimated to total
approximately $10.0 million. Our strategy, however, is to make other
acquisitions to expand our operating capabilities and expand into selected
international markets. To the extent we are successful in identifying
acquisition, expansion opportunities and experience a significant increase in
our scope of operations, we may require additional equity or debt financing
depending on the size of any transaction.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not applicable

                                     - 10 -
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

FORWARD-LOOKING STATEMENTS

    In addition to historical information, Management's Discussion and Analysis
of Financial Condition and Results of Operations includes certain
forward-looking statements regarding events and financial trends that may affect
our future operating results and financial position. Some important factors that
could cause actual results to differ materially from the anticipated results or
other expectations expressed in our forward-looking statements include the
following:

        o   industry volatility, including the level of capital expenditures by
            oil and gas companies due to fluctuations in the price of oil and
            gas;

        o   risks of growth strategy, including the risks of rapid growth;

        o   operating hazards, including the unpredictable effect of natural
            occurrences on operations and the significant possibility of
            accidents resulting in personal injury and property damage;

        o   the highly competitive nature of the marine construction business;

        o   dependence on the continued strong working relationships with
            significant customers operating in the Gulf;

        o   seasonality of the offshore construction industry in the Gulf;

        o   the need for additional financing;

        o   contract bidding risks;

        o   percentage-of-completion accounting;

        o   continued active participation of our executive officers and key
            operating personnel;

        o   the effect on our performance of regulatory programs and
            environmental matters;

        o   risks involved in the expansion of our operations into international
            offshore oil and gas producing areas; and

        o   risks involved in joint venture operations, including difficulty in
            resolving disputes with present partners or reaching agreements with
            future partners.

   Many of these factors are beyond our ability to control or predict. We
caution investors not to place undue reliance on forward-looking statements. We
disclaim any intent or obligation to update the forward-looking statements
contained in this report, whether as a result of receiving new information, the
occurrence of future events or otherwise.

   These and other uncertainties related to the business are described in detail
under the heading "Cautionary Statement" in our 1999 Annual Report on Form 10-K.

                                     - 11 -
<PAGE>
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)

    10.21   Employment and Non-Competition Agreement dated as of September 1,
            1999 between the Company and Clay Etheridge (2)

    18.1    Preferability Letter of Arthur Andersen LLP (2)

    27.1    Financial Data Schedule (2)

    (b)     Reports on Form 8-K:

            None

--------------
(1) Incorporated by reference to our Registration Statement on Form S-1
    (Registration Statement No. 333-43965).

(2) Filed herewith

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<PAGE>
                                    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 12, 2000                       By: /s/ DAVID W. SHARP
                                                  David W. Sharp
                                                  Executive Vice President and
                                                  Chief Financial Officer