UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No. 2

(Mark One)

| | X |  | Annual report pursuant to Section 13 or 15(d) of
    the Securities Exchange Act of 1934 for the fiscal year ended December 31,
    2003
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                         
| |   |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
    Commission File Number: 001-16857      



Horizon Offshore, Inc.

(Exact name of registrant as specified in its charter)





|Delaware
    
    (State or other jurisdiction of
    incorporation or organization)
    
    2500 CityWest Boulevard
    Suite 2200
    Houston, Texas
    
    (Address of principal executive offices) |  | 76-0487309
    
    (I.R.S. Employer
    Identification No.)
    
    
    
    77042
    
    (Zip Code)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------

Registrants telephone number, including area code:(713) 361-2600

Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1.00 par value per share
Preferred Stock Purchase Rights

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 __

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes X  No __

The aggregate market value of the voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold as of the last business day of the registrants most recently
completed second fiscal quarter (June 30, 2003), was approximately $109 million.

The number of shares of the registrants common stock, $1.00 par value per
share, outstanding as of June 3, 2004 was 27,138,880.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

We are filing this Amendment No. 2 on Form 10-K/A to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2003 (the Report) to amend and
restate Item 9A of Part II of the Report to read in its entirety as provided
below, and to file Certifications of the Company's Chief Executive Officer and
Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of
2002, which were erroneously either filed unsigned with the Report or, in the
case of the Section 302 Certification of the Company's Chief Financial Officer,
not filed with the Report.

PART II

*     *     *     *     *

Item 9A. Controls and Procedures

As of December 31, 2003, an evaluation was performed under the supervision
and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as defined in Rule 13a-15(e)
of the rules promulgated under the Securities Exchange Act of 1934, as amended.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls and
procedures were effective to provide reasonable assurance that such disclosure
controls and procedures will meet their objectives. There have been no
significant changes in our internal controls over financial reporting or in
other factors during our most recent fiscal quarter ended December 31, 2003 that
has materially affected, or is reasonably likely to materially affect these
internal controls over financial reporting.

Management, including our Chief Executive Officer and Chief Financial
Officer, do not expect that our internal controls over financial reporting will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met due to numerous factors, ranging from
errors to conscious acts of an individual, or individuals acting together. In
addition, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of inherent limitations in a cost-effective control
system, misstatement due to error and/or fraud may occur and not be detected.



SIGNATURE

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on our behalf by
the undersigned, thereunto duly authorized.

| |     | HORIZON OFFSHORE, INC.      
| | --- | ----------------------------
| | By: | /s/ David W. Sharp          
| |     | David W. Sharp              
| |     | Executive Vice President and
| |     | Chief Financial Officer     

June 30, 2004





INDEX TO EXHIBITS

Exhibit No.

|31.1 | -                                                                                       | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
		adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|---- | --------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                         |                                                                                                                                     
|31.2 | -                                                                                       | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
		adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|     |                                                                                         |                                                                                                                                     
|31.3 | -                                                                                       | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
		adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 
|     |                                                                                         |                                                                                                                                     
|31.4 | -                                                                                       | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
		adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
|     |                                                                                         |                                                                                                                                     
|32.1 | -                                                                                       | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002              
|     |                                                                                         |                                                                                                                                     
|32.2 | -                                                                                       | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002              
|     |                                                                                         |                                                                                                                                     
|32.3 | -                                                                                       | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002*             
|     |                                                                                         |                                                                                                                                     
|32.4 | -                                                                                       | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002*             
|     |                                                                                         |                                                                                                                                     
|*    | Due to an oversight, this certification was erroneously filed unsigned with
the Report.
|     |                                                                                        
|**   | Due to an oversight, this certification was erroneously not filed with the
Report.