EXHIBIT 10.17

      AMENDMENT NO. 1

                                       TO

                                 LOAN AGREEMENT

      AMENDMENT NO. 1 dated as of January __, 1999 ("Amendment No. 1") to the
Loan Agreement dated as of December 30, 1998 (the "Loan Agreement"), among
HORIZON VESSELS, INC., a Delaware corporation, HORIZON OFFSHORE CONTRACTORS,
INC., a Delaware corporation (together, the "Borrowers"), HORIZON OFFSHORE,
INC., a Delaware corporation (the "Guarantor"), THE CIT GROUP/EQUIPMENT
FINANCING, INC., a New York corporation ("CIT"), HELLER FINANCIAL LEASING,
INC., a Delaware corporation, U.S. BANCORP LEASING & FINANCIAL, an Oregon
corporation and SAFECO CREDIT COMPANY, INC., a Washington corporation
(collectively, the "Original Lenders") and CIT as Agent for the Lenders (the
"Agent").

      W I T N E S S E T H:
      - - - - - - - - - -

      WHEREAS, pursuant to the Loan Agreement, the Lenders made available to the
Borrowers a loan facility of up to USD 60,000,000 (the "Loan"), as evidenced by
the secured promissory note of the Borrowers dated December 30, 1998 (the
"Note"); and

      WHEREAS, CIT wishes to assign a portion of its Commitment to TransAmerica
Equipment Financial Service Corporation, a Delaware corporation (the "New
Lender", and together with the Original Lenders, the "Lenders"), and the New
Lender wishes to assume such Commitment.

      NOW THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Loan Agreement as follows:

      1.    The Definitions of the Loan Agreement are hereby amended as
follows:

            (a) Each reference in the Loan Agreement to "Lenders" is hereby
      amended to include the New Lender.

            (b)   The definition of "Loan Documents" is hereby amended to
      read as follows:

                  "LOAN DOCUMENTS" means this Agreement, the Mortgages, the
            Security Agreement, the Guaranty, the Note, and the Amendment
            Documents, as each may be amended, supplemented, restated or
            endorsed from time to time.

      2.    Section 1.3(a) of the Loan Agreement is hereby amended to read as
follows:
<PAGE>
      "(a)  The Borrowers shall jointly and severally repay the principal amount
            of the first Advance in eighty-four (84) consecutive monthly
            installments of USD 462,963.00, the amount of the second Advance in
            eighty-four (84) consecutive monthly installments of USD 46,296.00
            and the amount of the third Advance in eighty-four (84) consecutive
            monthly installments of USD 46,296.00, with each such installment to
            be paid by the Borrowers to the Agent on a date commencing on the
            day which is thirty (30) days after the date of such Advance, and on
            the same day of each month thereafter and ending on the Maturity
            Date (each such date a "Payment Date"); provided, however, that the
            eighty-fourth (84th) installment for each Advance shall be in an
            amount sufficient to repay all amounts of principal for such Advance
            and, provided further, that the final payment on the Maturity Date
            shall be in an amount sufficient to discharge the accrued and unpaid
            interest and principal in respect of the Note."

      3.    Schedule 1 to the Loan Agreement is hereby replaced with Schedule
1 attached to this Amendment No. 1.

      4.    CONDITIONS PRECEDENT.

      4.1 DOCUMENTS REQUIRED AS CONDITIONS PRECEDENT TO AMENDMENT NO. 1. The
effectiveness of the modifications to the Loan Agreement contemplated by this
Amendment No. 1 is subject to the condition precedent that the Agent shall have
received at or prior to the Amendment Date all of the following, each dated on
or before the Amendment Date and each in form and substance satisfactory to the
Agent and its counsel:

            (a) Each of the following documents (the "Amendment Documents")
      shall have been duly authorized and executed with original counterparts
      thereof delivered to the Agent:

                  (i)   This Amendment No. 1;

                  (ii)  Amendment No. 1 to the United States First Preferred
            Fleet Mortgage;

                  (iii) Amendment No. 1 to Vanuatu First Preferred Fleet
            Mortgage;

                  (iv)  Ratification of Guaranty executed by the Guarantor;
            and

                  (v)   Assignment and Assumption Agreement executed by the
            New Lender.

EXHIBIT 10.17

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<PAGE>
            (b) The representations and warranties contained in Section 3.1 of
      the Loan Agreement shall be true on the Amendment Date with the same
      effect as though such representations and warranties had been made on and
      as of such date, and no Event of Default specified in Article IV of the
      Loan Agreement and no event which, with the lapse of time or the giving of
      notice and the lapse of time specified in Article IV of the Loan
      Agreement, would become such an Event of Default, shall have occurred and
      be continuing.

      4.2 WAIVER OF CONDITIONS PRECEDENT. All of the conditions precedent
contained in this Section 4 are for the sole benefit of the Agent and the
Lenders and the Agent may waive any of them in its absolute discretion, and on
such conditions as it deems proper.

      5.    REPRESENTATIONS OF THE BORROWERS AND GUARANTOR.  The Borrowers
and the Guarantor represent and warrant that:

            (a) Each of the Borrowers and the Guarantor is a corporation, duly
      organized and validly existing in good standing under the laws of the
      State of Delaware, and has the requisite power and authority (i) to carry
      on its business as presently conducted; and (ii) to enter into and perform
      its obligations under the Amendment Documents.

            (b) The execution, delivery and performance by each of the Borrowers
      and the Guarantor of the Amendment Documents and any other instrument or
      agreement provided for by this Amendment No. 1 to which it is a party,
      have been duly authorized by all necessary corporate action, do not
      require stockholder approval other than such as has been duly obtained or
      given, do not or will not contravene any of the terms of its Certificate
      of Incorporation or Bylaws, and will not violate any provision of law or
      of any order of any court or governmental agency or constitute (with or
      without notice or lapse of time or both) a default under, or result
      (except as contemplated by this Amendment No. 1) in the creation of any
      security interests, lien, charge or encumbrance upon any of its properties
      or assets pursuant to, any agreement, indenture or other instrument to
      which it is a party or by which it may be bound other than is in favor of
      the Agent; the Amendment Documents have been duly executed and delivered
      by the Borrowers and the Guarantor and constitute the respective legal,
      valid and binding agreements, enforceable in accordance with the
      respective terms thereof as to which each of the Borrowers and the
      Guarantor is a party. The enforceability of this Amendment No. 1, however,
      is subject to all applicable bankruptcy, insolvency, reorganization,
      moratorium, and other laws affecting the rights or creditors and to
      general equity principles.

            (c) Except as set forth in the Loan Agreement, there are no suits or
      proceedings pending or to its knowledge threatened against or affecting
      any Borrower or Guarantor which if adversely determined would have a
      material adverse effect upon its business, financial condition or
      operations.

EXHIBIT 10.17

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<PAGE>
            (d) Other than such as have been obtained, no license, consent or
      approval of any Governmental Agency or other regulatory authority is
      required for the execution, delivery or performance of this Amendment No.
      1 or any other Amendment Document or any instrument contemplated herein or
      therein. The Borrowers are the holder of all certificates and
      authorizations of governmental authorities required by law to enable it to
      engage in the business transacted by them.

 .     6. EXPENSES. The Borrowers and the Guarantor agree to promptly, whether or
not the modifications to the Loan Agreement contemplated by this Amendment No. 1
become effective, (x) reimburse the Agent for all fees and disbursements of
external counsel to the Agent and all reasonable out of pocket fees and
disbursements of the Agent incurred in connection with the preparation,
execution and delivery of this Amendment No. 1 and all other documents referred
to herein, and all amendments or waivers to or termination of this Amendment No.
1 or any agreement referred to herein; and (y) reimburse the Agent for all fees
and disbursements of internal and external counsel to the Agent and all
reasonable out of pocket fees, disbursements and travel-related expenses of the
Agent incurred in connection with the protection of the rights of the Agent
under this Amendment No. 1 and all other documents referred to herein, whether
by judicial proceedings or otherwise. The obligations of the Borrowers and the
Guarantor under this Section 6 shall survive payment of the Loan.

      7. Wherever and in each such place the term "Loan Agreement" is used
throughout the Loan Agreement, such term shall be read to mean the Loan
Agreement as amended by this Amendment No. 1.

      8.    Except as specifically amended by this Amendment No. 1, all of
the terms and provisions of the Loan Agreement shall remain in full force and
effect.

      9. All capitalized terms used herein but not defined herein shall have the
meanings given to them in the Loan Agreement.

      10.   THIS AMENDMENT NO. 1 TO LOAN AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK.

EXHIBIT 10.17

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<PAGE>
      IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 1 to Loan Agreement on the date first written above.

                                   BORROWERS:

                                    HORIZON OFFSHORE CONTRACTORS, INC.


                                    By:___
                                          Name:__
                                          Title:_


                                    HORIZON VESSELS, INC.


                                    By:___
                                          Name:__
                                          Title:_


                                   GUARANTOR:

                                    HORIZON OFFSHORE, INC.


                                    By:___
                                          Name:__
                                          Title:_


                                    LENDERS:

                                    THE CIT GROUP/EQUIPMENT FINANCING, INC.


                                    By:___
                                          Name:__
                                          Title:_

EXHIBIT 10.17

                                        5
<PAGE>

                                    SAFECO CREDIT COMPANY, INC.


                                    By:___
                                          Name:__
                                          Title:_


                                    U.S. BANCORP LEASING & FINANCIAL


                                    By:___
                                          Name:__
                                          Title:_

                                    HELLER FINANCIAL LEASING, INC.


                                    By:___
                                          Name:__
                                          Title:_


                                    TRANSAMERICA EQUIPMENT FINANCIAL
                                          SERVICE CORPORATION


                                    By:___
                                          Name:__
                                          Title:_


                                     AGENT:

                                    THE CIT GROUP/EQUIPMENT FINANCING,
INC.


                                    By:___
                                          Name:__
                                          Title:_


EXHIBIT 10.17

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<PAGE>


EXHIBIT 10.17

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<PAGE>
      SCHEDULE 1 TO

                                 LOAN AGREEMENT

      LENDER                        PORTION OF COMMITMENT

1.    The CIT Group/Equipment
      Financing, Inc.               USD 15,000,000

2.    Heller Financial
      Leasing, Inc.                 USD 15,000,000

3.    TransAmerica Equipment
      Financial Service Corp.       USD 15,000,000

4.    U. S. Bancorp Leasing
      & Financial                   USD 10,000,000

5.    Safeco Credit Company,
      Inc.                          USD 5,000,000



EXHIBIT 10.17

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