UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No. 1

(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 March 29, 2004 was 27,110,689.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

We are filing this Amendment No. 1 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
supplement the following items of Part III of the Report to read in their
entirety as follows:

PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth, as of March 31, 2004, information about our
directors:

|Name                 | Age | Position                              | Director
    Since | Term
    Expires
|-------------------- | --- | ------------------------------------- | ------------------ | ----------------
|J. Louis Frank       | 67  | Chairman of the Board                 | 2001               | 2004            
|Bill J. Lam          | 37  | President and Chief Executive Officer | 1997               | 2004            
|Ken R. LeSuer        | 68  | Director                              | 2003               | 2004            
|Michael R. Latina    | 31  | Director                              | 2000               | 2005            
|John T. Mills        | 55  | Director                              | 2002               | 2005            
|Charles O. Buckner   | 59  | Director                              | 2003               | 2006            
|Edward L. Moses, Jr. | 67  | Director                              | 1998               | 2006            

J. Louis Frank has served as our Chairman of the Board since June
2002. Mr. Frank served as Executive Vice President of Marathon Oil Corporation
from January 2001 to June 2001 and held the same position from 1995 to 1998. He
served as President of Marathon Ashland Petroleum LLC from 1998 to 2000.

Bill J. Lam has served as our President and Chief Executive Officer
since December 1997. From July 1997 to November 1997, Mr. Lam was our Vice
President Operations. Prior to being employed by us, Mr. Lam held various
supervisory positions for the following providers of marine construction
services to the offshore oil and gas industry: Lowe Offshore, Inc. (from January
1997 to July 1997), J. Ray McDermott, S.A. (from January 1995 to January 1997)
and OPI International, Inc. (from August 1990 to January 1995).

Ken R. LeSuer retired in January 1999 as Vice Chairman of Halliburton
Company where he was employed for over 40 years. He served as President and
Chief Executive Officer of Halliburton Energy Group, Vice President of
International Operations, and president of three other operating units.

Michael R. Latina has been an independent consultant to the oil and
gas industry since July 2001. Previously, he was employed as a portfolio manager
of the oil and gas investments for Stonington Management Corporation, an
affiliate of Elliott International, L.P. and Elliott Associates, L.P., from
January 1998 to July 2001. Mr. Latina was employed as an analyst for Stonington
Management Corporation from February 1996 to December 1997 and as an investment
banker in the Media and Entertainment Group of Bear, Stearns & Co., Inc. from
August 1994 to February 1996. Mr. Latina is a director of Baycorp Holdings, Ltd.

John T. Mills served as Chief Financial Officer of Marathon Oil
Corporation from January 2002 until his retirement in December 2003. From
September 1998 until December 2001, Mr. Mills served as Senior Vice President of
Finance and Administration of Marathon Oil Corporation. Prior to joining
Marathon, Mr. Mills served as Vice President of Taxes of USX Corporation.

Charles O. Buckner was elected to the board of directors in December
2003 to fill the vacancy caused by the resignation of Phil D. Wedemeyer. Mr.
Buckner retired from Ernst & Young LLP in 2002 after 35 years of service in a
variety of direct client services and administrative roles. His client service
roles included accounting and audit related services as a coordinating partner
for numerous clients in the energy and oil field service sectors. Among his
administrative duties were co-chairmanship of Ernst & Youngs Global Energy
Group, and chairmanship of the United States, Houston and Russian energy,
chemical and utility practices.

Edward L. Moses, Jr. has been involved in managing his personal
investments since April 2001. Previously, Mr. Moses served as President and
Chief Executive Officer of Prime Natural Resources, Inc. from January 1998 until
April 2001. Mr. Moses served as Senior Vice President Engineering and
Production of DeepTech International Inc. from 1992 until January 1998 and as a
managing director of Deepwater Production Systems, Inc. from August 1993 to
January 1998.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and 10% beneficial owners to file with the Securities and
Exchange Commission reports of ownership and changes in ownership of our equity
securities. We believe that, during 2003, our directors and executive officers
complied with all these filing requirements.

Code of Ethics and Business Conduct

We have adopted a code of ethics and business conduct that applies to all our
directors, officers, employees and representatives. This code is publicly available on our website at http://www.horizonoffshore.com/invest/. Amendments
to the code of ethics and business conduct and any grant of a waiver from a
provision of the code requiring disclosure under applicable Securities and
Exchange Commission rules will be disclosed on our website. These materials may
also be requested in print, without charge, by writing to our Investor Relations
department at Horizon Offshore, Inc., 2500 CityWest Boulevard, Suite 2200,
Houston, Texas, 77042.

Audit Committee and Audit Committee Financial Experts

Our board of directors has established a separately-designated standing audit
committee for the purpose of overseeing our accounting and financial reporting
processes and the audits of our financial statements. Mr. Mills, Mr. Buckner and
Mr. LeSuer are the members of the committee. The board has determined that
Messrs. Mills and Buckner qualify as audit committee financial experts.

Item 11. Executive Compensation

The following table sets forth information about the compensation we paid to
our Chief Executive Officer and to each of our other executive officers for
services rendered during the fiscal year ended December 31, 2003:

Summary Compensation Table

|                                                                             |                        | Annual Compensation                        | Long Term Compensation           |                                                 
|---------------------------------------------------------------------------- | ---------------------- | ------------------------------------------ | -------------------------------- | ------------------------------------------------
|                                                                             |                        |                                            |                                  |                                                 
|Name and
    principal
    position                                          | Year                   | Salary
    ($)                             | Bonus
    ($)                    | Other
    Annual
    Compensation
    ($)(1)    
|                                                                             |                        |                                            |                                  |                                                 
|Bill J. Lam
    President and     Chief Executive Officer                    | 2003
    2002
    2001 | $441,000
    420,000
    400,133           | $110,250
    105,000
    500,102 | $67,734(3)
    
    66,554(3)
    
    58,555(4)
|                                                                             |                        |                                            |                                  |                                                 
|David W. Sharp
    Executive Vice President and Chief Financial Officer      | 2003
    2002
    2001 | $ 228,000
    200,000
    206,125          | $ --
    --
    274,328          | $
    27,543(5)
    
    --                     
|                                                                             |                        |                                            |                                  |                                                 
|J. Louis FrankChairman of the Board(6)                                       | 2003
    2002
    2001 | $200,000
    139,584(7)
    
    22,500(8) | $ 40,000
    --
    --           | $28,465(9)
    
    20,670(10)
    
    --      
|                                                                             |                        |                                            |                                  |                                                 
|William B. Gibbens,
    III Executive Vice President and General Counsel(11) | 2003
    2002
    2001 | $240,500
    210,417
    200,000           | $ --
    --
    106,660          | $ --
    --
    --                              

__________________

| | (1) | For years in which no amounts are disclosed in this column,
        perquisites and other personal benefits paid to such executive officer
        in that year did not exceed the lesser of $50,000 or 10% of such
        executive officers salary and bonus for that year.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                
| | (2) | Comprised of (i) matching contributions to our 401(k) Plan and (ii)
    premiums that we paid on term life insurance policies that we maintain for
    these executive officers for which we are not the named beneficiary, in each
    case as follows:                       



|Name        | Year                   | 401(k) PlanContributions   | Life InsurancePremiums    
|----------- | ---------------------- | -------------------------- | --------------------------
|            |                        |                            |                           
|Mr. Lam     | 2003
    2002
    2001 | $6,000
    5,450
    5,100 | $4,231
    5,217
    6,111
|            |                        |                            |                           
|Mr. Sharp   | 2003
    2002
    2001 | $3,600
    3,300
    3,150 | $5,180
    5,325
    5,400
|            |                        |                            |                           
|Mr. Frank   | 2003
    2002
    2001 | $      --
    --
    --    | $3,323
    1,229
    --   
|            |                        |                            |                           
|Mr. Gibbens | 2003
    2002
    2001 | $2,400
    2,200
    2,100 | $ 970
    583
    532     



| | (3)  | Of this aggregate amount, $28,800 is attributable to an annual
    automobile allowance and $25,000 is attributable to an annual financial
    planning allowance.                                      
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                         
| | (4)  | Of this aggregate amount, $16,800 is attributable to an annual automobile
    allowance and $25,000 is attributable to an annual financial planning
    allowance.                                      
| |      |                                                                                                                                                                                                         
| | (5)  | Of this aggregate amount, $21,000 is attributable to an annual
    automobile allowance.                                                                                                                
| |      |                                                                                                                                                                                                         
| | (6)  | Mr. Frank became an executive officer on May 31, 2002.                                                                                                                                                  
| |      |                                                                                                                                                                                                         
| | (7)  | Of this aggregate amount, $22,917 represents compensation paid to Mr.
    Frank for his service as a non-employee director prior to May 31, 2002.                                                       
| |      |                                                                                                                                                                                                         
| | (8)  | This amount represents the compensation paid to Mr. Frank for his
    service as a non-employee director in 2001.                                                                                       
| |      |                                                                                                                                                                                                         
| | (9)  | Of this aggregate amount, $24,000 is attributable to an annual
    automobile allowance.                                                                                                                
| |      |                                                                                                                                                                                                         
| | (10) | Of this aggregate amount, $14,000 is attributable to the portion of
    Mr. Franks annual automobile allowance that he received in 2002 and $6,670
    is attributable to country club membership dues.
| |      |                                                                                                                                                                                                         
| | (11) | Mr. Gibbens became an executive officer on July 1, 2003.                                                                                                                                                

Stock Options

The following table shows all stock options that we granted to our executive
officers in 2003. No stock appreciation rights were granted in 2003.

Option Grants in 2003

|Individual Grants          
|---------------------------
|Name                       
|5%
    ($)                 
|Bill J. Lam                
|David W. Sharp             
|J. Louis Frank             
|William B. Gibbens,
    III

____________________

| | (1) | Each respective percentage includes all options granted to that
    executive officer in 2003.                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                   
| | (2) | We have calculated the appreciation over the term of the options,
    beginning with the exercise price of each respective option.

The following table shows all outstanding stock options held by each of our
executive officers as of December 31, 2003, none of which were in the money.
None of our executive officers exercised stock options in 2003.

Options at December 31, 2003

|                            | Number of securities underlying unexercised options/SARs
    at fiscal year end (#)
|--------------------------- | -----------------------------------------------------------------------------------
|Name                        | Exercisable/
    Unexercisable                                                     
|Bill J. Lam                 | 226,250 / 93,750                                                                   
|David W. Sharp              | 124,300 / 43,700                                                                   
|J. Louis Frank              | 16,666 / 33,334                                                                    
|William B. Gibbens,
    III | 48,100 / 44,900                                                                    

Executive Employment Agreements

We have entered into employment agreements with all of our current executive
officers. All such contracts contain agreements of the executive officers to
refrain from using or disclosing confidential information. Each agreement with
our executive officers contains an agreement of the executive officer to refrain
from competing with us in specified geographic areas during the officers
employment and for one year after the termination of such officers employment.
We may terminate each of the executive officers employment at any time for
cause or for breach of the employment agreement.



On April 1, 2001 we entered into an employment agreement with Mr. Sharp that
we amended on July 1, 2003 to provide for a term of employment expiring on July
1, 2007 and an annual base salary of $256,000. If Mr. Sharp terminates the
agreement after a public announcement of certain defined change in control
events, he is entitled to: (i) a lump sum payment equal to two times his annual
base salary at the time of termination; (ii) a lump sum payment equal to the
difference between the option exercise price of any unvested options held by him
and the market value of our common stock on the date of termination; and (iii)
continued participation in benefits plans and continued receipt of any
perquisites he is receiving on the date of termination for a period of two
years. In the event payments or benefits to Mr. Sharp are subject to excise tax
imposed by Section 4999 of the Internal Revenue Code, we will pay to Mr. Sharp
an additional amount so that the net amount retained by him after deduction of
any excise tax, together with any interest or penalties, shall be equal to the
value of such payments or benefits.



On July 1, 2003, we entered into an employment agreement with Mr. Gibbens
that provides for a term of employment expiring on July 1, 2007 and an annual
base salary of $256,000. If Mr. Gibbens terminates the agreement after a public
announcement of certain defined change in control events, he is entitled to: (i)
a lump sum payment equal to two times his annual base salary at the time of
termination; (ii) a lump sum payment equal to the difference between the option
exercise price of any unvested options held by him and the market value of our
common stock on the date of termination; and (iii) continued participation in
benefits plans and continued receipt of any perquisites he is receiving on the
date of termination for a period of two years. In the event payments or benefits
to Mr. Gibbens are subject to excise tax imposed by Section 4999 of the Internal
Revenue Code, we will pay to Mr. Gibbens an additional amount so that the net
amount retained by him after deduction of any excise tax, together with any
interest or penalties, shall be equal to the value of such payments or benefits.

Director Compensation

In 2003, each member of our board of directors who was not one of our
employees received an annual retainer of $30,000 plus $5,000 for serving on a
committee of the board. The chairmen of our standing board committees each
receive an additional $5,000 per year for their service. We reimburse all
directors for reasonable out of pocket expenses incurred in attending board and
committee meetings, and each board member receives $1,500 for each board meeting
attended.

Under our Amended and Restated 2002 Stock Incentive Plan (the Plan), each
person who becomes a non-employee director also receives options to buy 10,000
shares of common stock at an exercise price equal to the fair market value of
our common stock on the date such person becomes a director. In addition, in
each year during which a sufficient number of shares are available under the
Plan, on the day following each annual meeting of stockholders, each
non-employee director will receive options to purchase 10,000 shares of common
stock at an exercise price equal to the fair market value of our common stock on
such date. Each stock option will become fully exercisable on the first
anniversary of its grant and will expire ten years from the date of grant,
unless the non-employee director ceases to be a director. In that case, the
former director must exercise all options that are exercisable at the time of
termination within one year from the date of termination of board service,
provided, however, that if he or she left the board as a result of retirement
(at age 65 or later or having completed five or more years of service on the
board), he or she must exercise all stock options within ten years from the date
of termination of board service. Notwithstanding these provisions, however, no
stock options may be exercised later than ten years after the date of grant.

Compensation Committee Interlocks and Insider
Participation

No member of the compensation committee of our board of directors served as
an officer or employee of our company or any of our subsidiaries prior to or
while serving on the compensation committee. In 2003, none of our executive
officers served as a director or member of the compensation committee of another
entity, any of whose executive officers served on our board of directors or on
our compensation committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Common Stock Ownership of Principal Stockholders

The following table provides you with information, as of March 31, 2004,
regarding beneficial ownership of our common stock of each stockholder that we
know to be the beneficial owner of more than 5% of our outstanding common stock,
determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934. Unless otherwise indicated, all information set forth in the following
table is based on the most recent information filed by such stockholder with the
Securities and Exchange Commission and the shares are held with sole voting and
investment power.

|Name and Address of Beneficial Owner                                                                                                         | No. of
    Shares | Percent
    of
    Class
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ------------------------
|Wellington
    Management Company, LLP(1)
    75 State Street
    Boston, MA 02109                                                           | 3,383,820         | 12.5%                   
|                                                                                                                                             |                   |                         
|Geocapital, LLC(2)
    825 Third Avenue
    New York, NY 10022-7519                                                                          | 2,329,589         | 8.6%                    
|                                                                                                                                             |                   |                         
|Elliott
    Associates, L.P.
    712 Fifth Avenue
    New York, NY 10019                                                                     | 2,075,209         | 7.7%                    
|                                                                                                                                             |                   |                         
|Elliott
    International, L.P.
    c/o Midland Bank & Trust (Cayman)
    Post Office 1109
    Georgetown, Grand Cayman, British West Indies | 2,075,209         | 7.7%                    
|                                                                                                                                             |                   |                         
|Falcon Mezzanine
    Investments, LLC(3)
    60 Kendrick Street
    Needham, Massachusetts 02494                                             | 1,871,167(4)      | 6.9%                    
|                                                                                                                                             |                   |                         
|Dimensional Fund
    Advisors Inc.(5)
    1299 Ocean Avenue
    11th Floor
    Santa Monica, CA 90401                                        | 1,832,030         | 6.8%                    
|                                                                                                                                             |                   |                         
|Wall Street
    Associates(6)
    1200 Prospect Street
    Suite 100
    LaJolla, CA 92037                                                   | 1,577,000         | 5.8%                    

________________

| | (1) | In its Schedule 13G/A, Wellington Management Company, LLP reported
    shared voting power with respect to 1,665,220 shares, as a result of
    securities ownership owned by advisory clients of Wellington Management
    Company, LLP.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                          
| | (2) | In its Schedule 13G/A, Geocapital, LLC reported that it has no voting
power with respect to any shares.                                                                                                                                  
| |     |                                                                                                                                                                                                                                          
| | (3) | In its Schedule 13D, Falcon Mezzanine Investments, LLC reported
    shared voting and dispositive power with respect to all reported shares with
    Falcon Mezzanine Partners, LP and Falcon Investment Advisors, LLC.                  
| |     |                                                                                                                                                                                                                                          
| | (4) | Represents the number of shares
Falcon Mezzanine Investments, LLC would receive upon the exercise of warrants to
purchase shares of our common stock.                                                                                    
| |     |                                                                                                                                                                                                                                          
| | (5) | Dimensional Fund Advisors Inc. disclaims beneficial ownership of all
    reported shares.                                                                                                                                                
| |     |                                                                                                                                                                                                                                          
| | (6) | In its Schedule 13G/A, Wall Street Associates reported sole voting power
    with respect to 790,000 shares, as a result of securities ownership owned by
    advisory clients of Wall Street Associates.                                

Common Stock Ownership of Management

The following table provides you with information, as of March 31, 2004
regarding beneficial ownership of our common stock of each of our directors and
executive officers and all of our directors and executive officers as a group.
All information set forth in the following table is based on the most recent
information filed by such officer or director with the Securities and Exchange
Commission. All shares are held with sole voting and investment power.

|Name of Beneficial Owner                                        | No. of
    Shares(1) | No. of Shares
    Acquirable Through
    Stock Options | Percent of
    Class
|--------------------------------------------------------------- | -------------------- | ------------------------------------------------------ | --------------------
|                                                                |                      |                                                        |                     
|Bill J. Lam                                                     | 193,940              | 320,000                                                | 1.7%                
|David W. Sharp                                                  | 156,782              | 144,666                                                | 1.0%                
|J. Louis Frank                                                  | 35,000               | 23,332                                                 | *                   
|William B.
    Gibbens, III                                     | 3,000                | 68,000                                                 | *                   
|Charles O.
    Buckner                                          | --                   | --                                                     | *                   
|Michael R. Latina                                               | 5,000                | 25,000                                                 | *                   
|Ken R. LeSuer                                                   | 10,000               | 15,000                                                 | *                   
|John T. Mills                                                   | 55,000               | 10,000                                                 | *                   
|Edward L. Moses,
    Jr.                                        | --                   | 85,000                                                 | *                   
|All executive
    officers and directors as a group (9 persons) | 458,722              | 690,998                                                | 3.9%                



________________

* Less than 1%



| | (1) | Excludes shares subject to options that will be exercisable by May 30,
    2004, which shares are set forth separately in the next column.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------

Item 13. Certain Relationships and Related Transactions

In August 1998 we entered into a master services agreement with Odyssea
Marine, Inc. (Odyssea) to charter certain marine vessels from Odyssea. Odyssea
is wholly owned by Elliott Associates, L.P., one of our principal stockholders.
During the 2003 fiscal year, Odyssea billed us $17.1 million and we paid Odyssea
$20.2 million for services rendered under the agreement. As of December 31,
2003, we owed Odyssea $1.1 million for services rendered.

We have entered into a registration rights agreement with Elliott Associates,
L.P. and Elliott International, L.P. (together, the Elliott Companies) pursuant
to which the Elliott Companies have limited rights to require us to register
under the Securities Act of 1933 shares of our common stock owned by them. The
Elliott Companies are entitled to three demand registrations. If either of the
Elliott Companies makes such a demand, the other is entitled to include its
shares in such registration. If we propose to register any shares of our common
stock under the Securities Act in connection with a public offering, either of
the Elliott Companies may require us to include all or a portion of the shares
of common stock held by them.

In June 2003, we secured a $15.0 million loan due June 30, 2004 from Elliott
Associates, L.P. All amounts of principal and interest under this loan were
repaid with a portion of the proceeds from the issuance in March 2004 of our
outstanding $65.4 million aggregate principal amount 16% subordinated secured
notes due March 31, 2007 (the Notes). The Elliott Companies purchased $15.0
million aggregate principal amount of the Notes.

In December 2003, we entered into a consulting agreement with Edward L.
Moses, Jr., one of our directors, effective April 2003. Under the terms of this
agreement, Mr. Moses will serve as a liaison with the senior management of Pemex
Exploracion y Produccion, a division of Petróleos Mexicanos (Pemex) on the
collection of our contractual claims against Pemex. He will also generally
promote our interests in Mexico, assist in the establishment of an office
facility in Mexico City for our Mexican affiliate and search for a candidate to
represent us in Mexico. We will pay Mr. Moses an aggregate $170,100 for his
services. The agreement terminates on December 31, 2004.

Item 14. Principal Accounting Fees and Services

On June 14, 2002, we discontinued the engagement of Arthur Andersen LLP as
our independent accountants, and on June 19, 2002 engaged PricewaterhouseCoopers
LLP as our independent accountants for the fiscal year ending December 31, 2002.
PricewaterhouseCoopers LLP also was engaged as our independent accountants for
the fiscal year ending December 31, 2003. The following table lists the
aggregate fees and costs billed by Arthur Andersen LLP and
PricewaterhouseCoopers LLP to us for the 2002 services and by
PricewaterhouseCoopers LLP for the 2003 services identified below:

Amount Billed2002
    2003Audit Fees
    $312,700(1)
    $328,100(5)Audit-Related Fees
    15,000(2)
    --Tax Fees (3)
    --
    --All Other Fees(4)
    --
    --Total
    $327,700
    $328,100


_________________

| | (1) | Of this aggregate amount, $12,000 is attributable to fees billed
    by Arthur Andersen LLP for audit services in connection with their review of
    our interim financial statements for the first quarter of 2002, and $32,000
    is attributable to fees billed by Arthur Andersen LLP for rendering services
    in connection with our securities offering in the first quarter of 2002. The
    balance of such amount is attributable to fees billed by
    PricewaterhouseCoopers LLP for audit services in connection with their
    review of our interim financial statements for the second and third quarters
    of fiscal year ending 2002 and the fiscal 2002 year-end audit.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (2) | This amount is for services rendered by PricewaterhouseCoopers LLP in
    connection with auditing our December 31, 2001 401(k) plan in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (3) | For the fiscal years 2002 and 2003, Arthur Andersen LLP and
    PricewaterhouseCoopers LLP did not provide us with any tax services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (4) | For the fiscal years 2002 and 2003, Arthur Andersen LLP and
    PricewaterhouseCoopers LLP did not provide us with any other services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (5) | This amount is for fees billed by PricewaterhouseCoopers LLP for
    audit services in connection with their review of our interim financial
    statements during 2003 and our fiscal year 2003 year-end audit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Audit Committee Pre-Approval Policy

The services performed by the independent accountant in 2003 were
pre-approved by the audit committee of our board of directors. Any requests for
audit, audit-related, tax and other services must be submitted to the audit
committee for specific pre-approval. Normally, pre-approval is considered at
regularly scheduled meetings.



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:                   
| |                       
| |                       
| |                       



April 8, 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

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