##### Table of Contents



As filed with the Securities and Exchange Commission on
    March 8, 2007
 
 Registration
    No. 333-136567
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   AMENDMENT NO. 4
 
 TO
 FORM S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      Superior Offshore
    International, Inc.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

1389

72-1264943(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code number)

(I.R.S. Employer
    Identification Number)   R. Joshua Koch, Jr. 
    Superior Offshore International, Inc.900 S. College Road,
    Suite 301
    Lafayette, Louisiana 70503(337) 233-5933

900 S. College Road,
    Suite 301
    Lafayette, Louisiana 70503
    (337)
    233-5933(Address, Including Zip Code,
    and Telephone Number, Including
    Area Code, of Registrants Principal Executive
    Offices)

(Name, Address, Including Zip
    Code, and Telephone Number,
    Including Area Code, of Agent for Service)   Copies to:
 William S. Anderson
    Bracewell & Giuliani LLP
    711 Louisiana Street, Suite 2300
    Houston, Texas
    77002-2770(713) 221-1122
    (Telephone)(713) 437-5370
    (Facsimile)

Douglas E. McWilliams
    Vinson & Elkins L.L.P.
    1001 Fannin Street, Suite 2300
    Houston, Texas 77002-6760
    (713) 758-2222 (Telephone)
    (713) 758-2346 (Facsimile)       Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
     The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until this Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to such Section 8(a), may determine.




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.  Subject to Completion
 
 Preliminary Prospectus dated
    March 8, 2007
 
  PROSPECTUS
  Shares
  
   Common Stock
        Investing in our common stock involves risks. See Risk
    Factors beginning on page 12 of this prospectus.
      Per Share

TotalPublic offering price

$

$Underwriting discount

$

$Proceeds, before expenses, to us

$

$             Merrill
    Lynch & Co.
    JPMorgan  Howard Weil Incorporated Johnson Rice & Company
    L.L.C. Simmons & CompanyInternational




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##### Table of Contents








---



##### 



TABLE OF
    CONTENTS
  
 PageProspectus
    Summary


1Risk
    Factors


12Forward-Looking
    Information


24Use of
    Proceeds


26Dividend
    Policy


27Capitalization


28Dilution


29Selected
    Consolidated Historical Financial Data


30Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


33Business


46Management


62Compensation
    Discussion and Analysis


66Certain
    Relationships and Related Person Transactions


76Principal and
    Selling Stockholders


78Description of
    Capital Stock


79Shares Eligible for
    Future Sale


85Material
    U.S. Federal Income Tax Considerations for
    Non-U.S. Holders


86Underwriting


90Validity of the
    Securities


94Experts


94Where You Can Find
    Additional Information


94Glossary


95Index to
    Consolidated Financial Statements


F-1Credit AgreementGuarantee and Collateral AgreementCollateral Account AgreementCredit AgreementPledge and Security AgreementConsent of KPMG LLPConsent of Patrice Chemin to be named as DirectorConsent of Thomas B. Coleman to be named as DirectorConsent of James L. Persky to be named as DirectorConsent of Eric N. Smith to be named as DirectorConsent of E. Donald Terry to be named as DirectorPower of Attorney of Roger D. Burks  
      i




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##### Table of Contents



Industry
    Information
    Non-GAAP Financial
    Measures
 
   
  Limitation
    on Foreign Ownership of our Common Stock
  non-U.S. citizens
 ii




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##### Table of Contents



PROSPECTUS
    SUMMARY  This summary highlights information contained elsewhere in
    this prospectus. You should read carefully this entire
    prospectus, especially the section entitled Risk
    Factors and the financial statements and the related notes
    included herein, before making a decision about whether to
    invest in our common stock. Unless the context requires
    otherwise or we specifically indicate otherwise, the terms
    Superior, our company, we,
    our, ours and us refer to
    Superior Offshore International, Inc., a newly formed Delaware
    corporation, and its subsidiaries, after giving effect to the
    reorganization transactions described under the caption
    Our History below. We refer to those transactions as
    the Reorganization. Unless we specifically indicate
    otherwise, the information in this prospectus gives effect to
    the Reorganization. Unless we specifically indicate otherwise,
    the term Subtech Diving and Marine refers to Subtech
    Diving (Pty) Ltd. and Subtech Marine (Pty) Ltd. We include a
    glossary of the terms used in this prospectus beginning on
    page 95.
 
  Our
    Business
   
   
 
   
 
  Toisa Proteus Superior Achiever 430-foot, Superior Endeavour,
 1




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##### Table of Contents



Gulmar
    Falcon Gulf Diver V Gulf Diver VI American Salvor Adams Surveyor Gulmar Condor Superior Achiever Superior Endeavour Superior Achiever Superior Endeavour Superior Achiever
 2




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##### Table of Contents



Our
    Fleet
 
   
  
 Year


DatePurchased


Placed in





Clear Deck





Moon Pool


CraneOwn/

or Chartered


Service by


Length


Space


Accom-


Launch/


CapacityFlag

Charter

by Superior


Superior


(feet)(1)


(sq. feet)


modations


SAT Diving


(tons)DP Vessels:Superior Endeavour

Vanuatu

Own


2004
(2)


10/2004



265



8,600



61



Yes
(3)


45
(3)Gulmar Falcon

Panama

Charter(4)


2006



4/2006



220



9,235



73



Yes
(5)


30Gulmar Condor

Panama

Charter(6)


2006







341



10,764



128



Yes
(5)


45
(7)Adams Surveyor

Bahrain

Charter(8)


2007



3/2007



228



5,084



54



No
(9)


45Four-Point Vessels:Gulf Diver III

U.S.

Own


2003



9/2003



165



1,034



36



No



10Gulf Diver
    IV(10)

U.S.

Own


2005







168



2,880



43



No



15Gulf Diver V

U.S.

Own


2005



3/2006



180



3,330



23



No



15Gulf Diver VI

U.S.

Own


2006



9/2006



166



2,890



38



No



15American Salvor

U.S.

Charter(11)


2006



1/2007



213



6,979



49



No



35  
   (1)
    
    We measure the length of each vessel from the tip of the bow to
    the farthest point on the stern. Other companies or regulatory
    bodies may measure vessel length differently than we do.(2)
    
    We chartered this vessel beginning in October 2004 and purchased
    this vessel in April 2005. 
  (3)
    
    We placed this vessel in the shipyard in February 2007 for
    scheduled upgrades and expect to place this vessel back in
    service in the second quarter of 2007. Following these upgrades,
    the Superior Endeavourwill be equipped with a 50-ton
    crane, a 12-man saturation diving system and a hyperbaric rescue
    chamber. 
  (4)
    
    This charter expires in March 2008, subject to options to extend
    the charter for up to two additional
    six-month
    periods.(5)
    
    This vessel is equipped with a hyperbaric rescue chamber. 
  (6)
    
    This charter expires in March 2009, subject to options to extend
    the charter for up to two additional six-month periods. We
    expect to place this vessel in service in the second quarter of
    2007. 
 
  (7)
    
    This vessel also will be equipped with a
    120-ton/70-ton
    heave-compensated crane following scheduled upgrades. 
 
  (8)
    
    This charter expires in February 2008, subject to options to
    extend the charter for up to two additional six-month periods. 
 
  (9)
    
    This vessel does not currently have a saturation diving system,
    but has positioning and reference systems that allow the
    operation of either a saturation diving system or ROVs. 
 
  (10)
    
    This vessel has been in the shipyard for upgrade and
    refurbishment since we acquired it in December 2005. We expect
    to place this vessel in service by the end of 2007. 
 
  (11)
    
    This charter expires in May 2007, subject to options to extend
    the charter for up to an additional nine months. 
  Toisa Proteus Toisa
    Proteus
  Superior Achiever Superior Achiever 24-man, twin-bell
 3




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Industry
    Trends
    
    Increased offshore capital spending by crude oil and
    natural gas producers.  Increased worldwide
    demand for energy and resulting high commodity prices have
    enabled crude oil and natural gas producers to increase
    significantly their spending on drilling and completions.
    According to Spears & Associates, Inc., annual
    U.S. offshore drilling and completion spending has
    increased from $8.5 billion in 2000 to an estimated
    $17.9 billion in 2006, representing a compound annual
    growth rate of 13.2%. The amount of drilling and completion
    spending in offshore regions generally has served as a leading
    indicator of demand for subsea construction and commercial
    diving services.
    Significant demand for infrastructure repair projects in
    the U.S. Gulf of Mexico.  Currently,
    demand for our services in the U.S. Gulf of Mexico is at a
    high level as a result of the damage to subsea pipelines and
    production platforms caused by Hurricane Ivan in 2004 and
    Hurricanes Katrina and Rita in 2005. In May 2006, the
    U.S. Minerals Management Service, or MMS, reported that
    over 450 pipelines were damaged and 113 platforms destroyed by
    Hurricanes Katrina and Rita. Hurricane-related repair projects
    include platform and pipeline assessments, repairs, salvage, tie
    backs of existing wells, well remediation and plugging and
    abandonment services. Due to the shortage of available diving
    personnel and equipment capable of performing these services, we
    anticipate that hurricane-related repair projects will continue
    for the next several years.
    Aging production infrastructure in the U.S. Gulf of
    Mexico.  According to the MMS, there are
    nearly 4,000 crude oil and natural gas production platforms in
    the U.S. Gulf of Mexico, of which approximately 60% are
    more than 15 years old. Virtually all of the older
    platforms in the U.S. Gulf of Mexico lie in water depths of
    1,000 feet or less. These structures generally are subject
    to extensive periodic inspections and require frequent
    maintenance as mandated by various regulatory agencies. In
    addition to routine maintenance, the MMS requires detailed
    inspections of each production platform at least once every five
    years. As the age of the offshore infrastructure in the
    U.S. Gulf of Mexico increases, we anticipate that demand
    for inspection and repair services and platform and pipeline
    decommissioning projects will continue to increase.
    Increasing subsea development work.  In
    recent years, innovations in subsea completion and development
    technologies have made smaller offshore discoveries economically
    viable. Historically, the significant investment in production
    facilities and infrastructure required to develop and produce
    offshore reserves could be justified only for larger
    discoveries. Technological advancements in the industry have
    enabled crude oil and natural gas producers to develop smaller
    discoveries more economically using subsea completions with tie
    backs to existing infrastructure. According to Quest Offshore
    Resources, Inc., North American subsea production capital
    spending has increased from $191.6 million in 2000 to
    $395.9 million in 2005, representing a compound annual
    growth rate of 15.6%, and is expected to grow at a compound
    annual growth rate of 43.4% from 2005 through 2008, reaching
    $1.2 billion in 2008. We also expect subsea development to
    become more prevalent on the outer continental shelf of the Gulf
    of Mexico as producers elect to replace structures toppled by
    recent hurricanes with subsea production systems.
    Increasing deepwater activity.  Crude
    oil and natural gas producers are increasingly focusing their
    efforts on more remote deepwater areas where geological
    formations have historically been less explored. Driven by
    technological innovations and an improved commodity price
    environment, deepwater activity has increased significantly in
    recent years. According to Douglas-Westwood Ltd., global
    spending in water depths greater than 500 meters has increased
    from $8.6 billion in 2002 to $14.7 billion in 2005,
    representing a compound annual growth rate of
 4




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##### Table of Contents



19.6%, and is projected to grow by a compound annual growth rate
    of 9.2% from 2005 through 2010, reaching $22.8 billion in
    2010.  
    Rising international offshore
    activity.  Many crude oil and natural gas
    producers have significant operations in international offshore
    regions with large untapped reserves, such as Southeast Asia,
    West Africa and the Middle East. In many international markets,
    significant production infrastructure work is required to
    develop new crude oil and natural gas discoveries. According to
    Spears & Associates, Inc., international offshore
    drilling and completion spending accounts for 70% of worldwide
    offshore drilling and completion spending and has increased from
    $20.9 billion in 2000 to an estimated $36.9 billion in
    2006, representing a compound annual growth rate of 10.0%, and
    is expected to increase by a compound annual growth rate of 9.4%
    between 2006 and 2009, reaching $48.3 billion in 2009.  Our
    Strengths
    
    Large, highly trained and experienced diving
    workforce.  We believe that we have one of the
    largest, most highly trained and experienced workforces of
    diving personnel dedicated to subsea construction and commercial
    diving activities in the U.S. Gulf of Mexico. Our ability
    to attract and retain experienced diving personnel has played an
    important role in growing our business. The availability of
    experienced divers is a significant factor currently limiting
    competition in the U.S. Gulf of Mexico.
    Highly specialized fleet.  Our fleet of
    vessels is equipped specifically to perform a broad array of
    subsea construction and commercial diving services. We refurbish
    and upgrade each vessel that we purchase, and to the extent
    possible, augment each newly acquired vessel with technically
    advanced diving equipment. 
  
    Strong customer relationships.  Our
    ability to consistently provide high-quality, safe and reliable
    services has allowed us to develop a strong and loyal customer
    base, which we believe will benefit us as we pursue additional
    opportunities in the deepwater Gulf of Mexico and international
    markets. 
  
    Experienced management team aligned with
    stockholders.  Our senior management team,
    project managers and sales personnel have extensive experience
    in the subsea construction and commercial diving businesses in
    the U.S. Gulf of Mexico and a proven track record of
    growing our business through the acquisition of vessels and the
    expansion of our services. As a result of managements
    beneficial ownership of a significant portion of our common
    stock following this offering, we believe that our
    managements interests will be aligned with those of our
    stockholders.  Our
    Strategies
    
    Capitalize on strong market conditions in the
    U.S. Gulf of Mexico.  We intend to
    continue capitalizing on the strong demand for our services
    related to increased crude oil and natural gas exploration and
    production activity and hurricane-related damage to pipelines
    and platforms in the U.S. Gulf of Mexico, which is expected
    to provide repair projects over the next several years. 
  
    Expand our deepwater capabilities.  We
    intend to expand our deepwater service capabilities and, with
    the addition of two new work class ROVs in March 2007, believe
    we are well-
 5




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##### Table of Contents



positioned to pursue subsea construction projects in the
    deepwater U.S. Gulf of Mexico. We recently were awarded two
    contracts to perform subsea construction services using ROVs in
    water depths ranging from 2,300 to 6,000 feet. Our
    deepwater capabilities will expand further following the
    refurbishment and upgrade of the Superior Endeavour. In
    addition, we expect to place the Superior Achiever in
    service in the second half of 2008. 
 
  
    Expand breadth of services in core
    market.  We intend to continue to upgrade our
    fleet and to identify and pursue joint venture and partnership
    opportunities that expand the services we offer on the outer
    continental shelf of the Gulf of Mexico. 
  
    Pursue international growth
    opportunities.  We intend to selectively
    pursue international growth opportunities, including
    acquisitions of complementary assets or companies that provide
    us a business platform in attractive new markets and increase
    our flexibility to pursue the
    highest-return
    business opportunities.
    Expand fabrication capabilities.  We
    intend to expand our ability to fabricate larger equipment and
    systems, enabling us to reduce our reliance on third-party
    suppliers and increase our ability to complete projects on a
    timely and cost-effective basis.  Risks
    Related to Our Business
    
    our business depends on offshore exploration, development and
    production activity in the crude oil and natural gas industry;
    demand for our services currently is driven by the need to
    repair hurricane-related damage to the crude oil and natural gas
    industry infrastructure in the U.S. Gulf of Mexico and is
    not indicative of our historical business;
    our operations are concentrated in the U.S. Gulf of Mexico,
    which is a highly cyclical market;
    a decrease in activity in the U.S. Gulf of Mexico would
    reduce the demand for our services and could adversely affect
    our results of operations;
    our industry is highly competitive;
    our business will be adversely affected if we are unable to
    attract and retain skilled workers;
    we rely on a limited number of customers for a significant
    portion of our revenues;
    our future growth may require significant additional capital;
    upgrade, refurbishment, repair and newbuild projects are subject
    to risks, including delays and cost overruns; 
  
    our business involves numerous operating hazards, including loss
    or damage from severe weather; 
 
  
    we may not be able to grow or effectively manage our growth; and 
 
  
    changes in U.S. immigration policy could significantly impair
    our ability to employ or contract foreign workers.
 6




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##### Table of Contents



Recent
    Developments
 
 
  Senior Secured Term Loan.
 
 
  Senior Secured Credit Facility.
 
  Our
    History
    Our
    Principal Executive Offices
  (337) 233-5933. www.superioroffshore.com
 7




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The
    Offering
  Common stock offered by us
    
    sharesCommon stock to be outstanding after the offering
    
    sharesCommon stock held by the selling stockholders after the offering
    
    shares
    (          shares
    if the underwriters exercise the overallotment option in full).Overallotment option
    
    The selling stockholders have granted the underwriters a
    30-day
    option to purchase a maximum
    of           additional
    shares of our common stock at the initial public offering price
    to cover overallotments. 
  Use of proceeds
    
    We estimate that the net proceeds to us from this offering,
    after deducting the underwriting discount and estimated expenses
    of the offering, will be approximately
    $          million.
    We intend to use approximately
    $          million
    of the net proceeds of this offering, together with
    approximately $64.7 of the proceeds from our senior secured term
    loan held in a segregated account, to repay our senior secured
    term loan, approximately
    $      million to pay a special
    cash dividend to our existing stockholders prior to the
    completion of this offering and approximately
    $      million for future capital
    expenditures, including progress payments relating to the
    construction of the Superior Achiever and the upgrade and
    refurbishment of the Gulf Diver IV. We will not
    receive any of the proceeds from any sale of shares of our
    common stock by the selling stockholders. See Use of
    Proceeds. 
  Risk factors
    
    See Risk Factors and other information included in
    this prospectus for a discussion of factors you should carefully
    consider before deciding to invest in shares of our common stock.Dividend policy
    
    We do not intend to declare or pay regular dividends on our
    common stock in the foreseeable future.Nasdaq Global Market symbol
    
    DEEP
 8




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##### Table of Contents



Summary
    Consolidated Financial Data
 
 
   
 
   
 
   
  
 Year Ended December 31,2004


2005


2006(dollars in thousands,except per share data)Statements of Operations
    Data:Revenues

$
23,773


$
82,373


$
243,445Costs of revenues (excluding
    depreciation and amortization)


14,625



41,262



131,410Operating expenses:Selling, general and administrative


3,560



13,625



27,102Depreciation and amortization


711



1,498



3,148Loss on disposal of assets










119Insurance


1,544



3,634



5,831Bad debt expense


462



702



1,664Total operating expenses


6,277



19,459



37,864Income from operations


2,871



21,652



74,171Interest expense (income), net


239



668



(140
)Income before income taxes


2,632



20,984



74,311Provision for income taxes


905



7,008



25,826Net income

$
1,727


$
13,976


$
48,485Net income per share (a):Basic

$



$



$DilutedWeighted average shares
    outstanding (a):BasicDiluted
 9




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##### Table of Contents



Year Ended December 31,2004


2005


2006(dollars in thousands)Balance Sheet Data (as of end
    of period):Cash and cash equivalents

$
525


$
3,382


$
2,556Working capital


682



10,013



(1,153
)Total assets


12,716



49,184



142,812Notes payable, net of current
    portion


2,242



6,601



9,759Total members equity


2,041



16,012



64,548Other Financial Data:EBITDA (b)

$
3,583


$
23,150


$
77,319Net cash (used in) provided by:Operating activities


574



11,076



53,313Investing activities


(200
)


(14,490
)


(59,687
)Financing activities


131



6,271



5,549Capital expenditures


200



14,490



53,915Operating Data
    (unaudited):Number of vessels (as of end of
    period) (c)


2



4



8Number of vessel revenue
    days (d):Owned and long-term charter


252



536



1,309Short-term charter


253



866



1,377Total vessel revenue days


505



1,402



2,686Vessel utilization (e)


63
%


76
%


89
%  
 
  (a)
    
    Net income per share and weighted average shares outstanding
    reflect the issuance
    of           shares
    of common stock for each outstanding limited liability company
    interest in connection with the merger of Superior Offshore
    International, L.L.C. with and into Superior Offshore
    International, Inc. as described under  Our
    History. 
  (b)
    
    EBITDA consists of net income (loss) before interest expense
    (income), provision for income taxes and depreciation and
    amortization. See Non-GAAP Financial Measures.
    EBITDA is included in this prospectus because our management
    considers it an important supplemental measure of our
    performance and believes that it is frequently used by
    securities analysts, investors and other interested persons in
    the evaluation of companies in our industry, some of which
    present EBITDA when reporting their results. We regularly
    evaluate our performance as compared to other companies in our
    industry that have different financing and capital structures
    and/or tax
    rates by using EBITDA. In addition, we utilize EBITDA in
    evaluating acquisition opportunities. Management also believes
    that EBITDA is a useful tool for measuring our ability to meet
    our future debt service, capital expenditures and working
    capital requirements, and EBITDA is commonly used by us and our
    investors to measure our ability to service indebtedness. EBITDA
    is not a substitute for the GAAP measures of net income (loss)
    or cash flow and is not necessarily a measure of our ability to
    fund our cash needs. In addition, it should be noted that
    companies calculate EBITDA differently and, therefore, EBITDA as
    presented for us may not be comparable to EBITDA reported by
    other companies. EBITDA has material limitations as a
    performance measure because it excludes interest expense,
    provision for income taxes and depreciation and amortization.
    The following tables reconcile EBITDA with our net income and
    with our net cash provided by operating activities.
 10




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##### Table of Contents



Reconciliation
    of EBITDA
 
  
 Year Ended December 31,2004


2005


2006(dollars in thousands)Net income

$
1,727


$
13,976


$
48,485Plus: interest expense (income),
    net*


239



668



(140
)Plus: depreciation and amortization


712



1,498



3,148Plus: provision for income taxes


905



7,008



25,826EBITDA


3,583



23,150



77,319Less: interest expense (income),
    net*


(239
)


(668
)


140Less: provision for income taxes


(905
)


(7,008
)


(25,826
)Plus: loss on disposal of assets










119Plus: bad debt expense


462



702



1,664Less: increase in accounts
    receivable


(5,620
)


(20,261
)


(26,419
)Less: increase in income tax
    receivable






208



(207
)Less: increase in inventory


(422
)


(136
)


(87
)Less: increase in
    prepaids & other assets


(449
)


(714
)


(3,326
)Plus: increase in accounts payable
    and accrued expenses


3,189



11,806



20,216Plus: increase in income taxes
    payable


489



2,361



7,719Plus: increase in other liabilities


64



(54
)


(57
)Plus: increase in deferred income
    taxes


422



1,690



2,058Net cash provided by operating
    activities

$
574


$
11,076


$
53,313  
 
  *
    
    Interest expense (income), net for the year ended
    December 31, 2006 is net of $153,046 in interest expense
    for the period. We did not earn any interest income during the
    prior periods. 
 
 
  (c)
    
    The number of vessels as of the end of each period represents
    our DP and four-point vessels owned or under
    long-term
    charter. Vessels acquired are treated as added to our fleet as
    of the date we purchased the vessel. Vessels under long-term
    charter are treated as part of our fleet during the term of the
    charter. We define long-term charters as charters of six months
    or longer. Our method of computation of number of vessels may or
    may not be comparable to other similarly titled measures of
    other companies. The number of vessels as of December 31,
    2005 includes our ownership of the Gulf Diver IV and
    Gulf Diver V, which were owned but not in service as
    of that date. The number of vessels as of December 31, 2006
    includes our ownership of the Gulf Diver IV, which
    was owned but not in service as of that date, and our charters
    of the American Salvor and the Gulmar Condor,
    which were under long-term charters but not in service as of
    that date. 
  (d)
    
    The number of vessel revenue days is the total number of days
    the vessels generated revenue. Our method of computation of
    number of vessel revenue days may or may not be comparable to
    other similarly titled measures of other companies.(e)
    
    Average vessel utilization is calculated by dividing the total
    number of days our owned or long-term chartered vessels
    generated revenues by the total number of days the vessels were
    available for service in each period and does not reflect days
    during the period between the dates vessels were acquired and
    initially placed in service and days vessels were in drydock for
    scheduled upgrades, regulatory-related inspections or
    maintenance. Our method of computation of vessel utilization may
    or may not be comparable to other similarly titled measures of
    other companies.
 11




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##### Table of Contents



RISK
    FACTORS  Investing in our common stock involves a high degree of risk.
    You should consider carefully the risks described below and all
    information contained in this prospectus before making an
    investment decision. Our business could be harmed by any of
    these risks. The trading price of our common stock could decline
    due to any of these risks, and you may lose all or part of your
    investment.
  Risks
    Related to Our Business
  Our
    business depends on offshore exploration, development and
    production activity in the crude oil and natural gas industry,
    which is significantly affected by volatile crude oil and
    natural gas prices. A reduction in these prices could reduce the
    demand for our services and adversely affect our
    business.
    
    the demand for crude oil and natural gas in the United States
    and elsewhere;
    the cost of exploring for, producing and delivering crude oil
    and natural gas;
    economic conditions in the United States and elsewhere;
    expectations regarding future prices;
    the availability and discovery rate of new crude oil and natural
    gas reserves in offshore areas;
    advances in exploration, development and production technology;
    the ability of the Organization of Petroleum Exporting
    Countries, or OPEC, to set and maintain crude oil production
    levels and pricing;
    the level of production in non-OPEC countries;
    weather conditions;
    environmental or other governmental regulations;
    tax policies;
    the policies of various governments regarding exploration and
    development of their crude oil and natural gas reserves; and
    the worldwide military and political environment, uncertainty or
    instability resulting from an escalation or additional outbreak
    of armed hostilities or other crises in the Middle East and
    other crude oil and natural gas producing regions or further
    acts of terrorism in the United States, or elsewhere. 
   
 12




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##### Table of Contents



Demand
    for our services currently is driven primarily by the need to
    repair hurricane-related damage to the crude oil and natural gas
    industry infrastructure in the U.S. Gulf of Mexico and is
    not indicative of our historical business.
    Our
    operations are concentrated in the U.S. Gulf of Mexico,
    which is a highly cyclical market. Due to the short-term nature
    of our contracts, adverse changes in market conditions can have
    an immediate effect on our business.
 
   
  A
    decrease in activity in the U.S. Gulf of Mexico would
    reduce the demand for our services and could adversely affect
    our results of operations.
    Our
    business historically declines in winter, and bad weather in the
    U.S. Gulf of Mexico can adversely affect our
    operations.
   13




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##### Table of Contents



Our
    industry is highly competitive. Our inability to compete
    successfully may reduce our profitability.
    Competition
    in the U.S. Gulf of Mexico could increase if vessels and
    diving personnel are relocated to the region in response to
    sustained high demand for subsea construction and commercial
    diving services, which could decrease our
    revenues.
    If we
    are unable to attract and retain skilled workers, we may not be
    able to satisfy our customers demand and our business
    could be adversely affected.
   14




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##### Table of Contents



We
    rely on a limited number of customers for a significant portion
    of our revenues. The loss of any of these customers could have a
    material adverse effect on our business and results of
    operations.
 
   
  Most
    of our contracts are subject to cancellation by our customers
    without penalty with little or no notice, which may result in a
    decrease in our revenues and adversely affect our results of
    operations.
    We may
    not complete our fixed-price contracts within our original
    estimates of costs, which could reduce our profitability or
    result in losses on some projects.
 
   
  Our
    future growth may require significant additional capital. The
    inability to obtain appropriate financing to fund our capital
    expenditure requirements could adversely affect our business and
    financial condition.
  Superior
    Achiever
  
    funds generated from our operations;
    public offerings or private placements of equity and debt
    securities;
    commercial bank loans;
    capital leases; and
    sales of assets.   15




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##### Table of Contents



Upgrade,
    refurbishment, repair and newbuild projects are subject to
    risks, including delays and cost overruns, which could have an
    adverse impact on our available cash resources and results of
    operations.
 
  Superior Endeavour Gulf
    Diver IV
 
  
    unexpectedly long delivery times for key equipment and materials;
    shortages of skilled labor and other shipyard personnel
    necessary to perform the work;
    unforeseen increases in the cost of equipment, labor and raw
    materials, particularly steel;
    unforeseen engineering problems;
    unanticipated actual or purported change orders;
    work stoppages;
    financial or other difficulties at shipyards;
    adverse weather conditions; and
    inability to obtain required permits or approvals.    Construction
    of the Superior Achiever may not be completed as scheduled, and
    customer demand may decline by the time the vessel is placed
    into service, which would adversely affect our future cash
    flows.
  Superior Achiever Superior Achiever
   16




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##### Table of Contents



Our
    company has limited experience in water depths in excess of
    1,000 feet, and we may be unsuccessful in expanding our
    services into the deepwater U.S. Gulf of
    Mexico.
        Our
    purchase of existing vessels carries risks associated with the
    quality of those vessels, which could result in increased costs
    and expenditures.
    Our
    business involves numerous operating hazards, and our insurance
    may not be adequate to cover our losses.
 
  Odyssea Voyager Odyssea
    Voyager
 
 
   
 17




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##### Table of Contents



We may
    not be able to grow or effectively manage our growth, which
    could adversely affect our business and our
    operations.
    
    identify businesses engaged in managing, operating or owning
    vessels for acquisitions or joint ventures;
    identify and acquire additional vessels for our fleet, including
    newbuild vessels;
    consummate acquisitions or joint ventures;
    integrate any acquired businesses or vessels successfully with
    our existing operations;
    hire, train and retain qualified personnel to manage and operate
    our growing business and fleet and to perform subsea
    construction and commercial diving services;
    identify and enter new markets outside the U.S. Gulf of
    Mexico;
    improve our operating and financial systems and
    controls; and
    obtain required financing for our existing and new operations.    We
    depend on key personnel for the success of our business, and the
    loss of any of these employees could disrupt our operations and
    adversely affect our financial results.
   18




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##### Table of Contents



Governmental
    laws and regulations may add to our costs or limit our
    operations.
     
  Changes
    in U.S. immigration policy could significantly impair our
    ability to employ or contract foreign workers, which could
    disrupt our operations and adversely affect our financial
    results.
 
 
   
  Our
    operations are subject to stringent environmental laws and
    regulations that may expose us to significant costs and
    liabilities.
     19




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##### Table of Contents



Our
    business would be adversely affected if we failed to comply with
    the Jones Act provisions on coastwise trade, or if those
    provisions were modified or repealed.
    U.S.-flagged U.S.-flagged
  We
    will be subject to additional political, economic, and other
    uncertainties as we expand our international
    operations.
 
   
  
    political, social and economic instability;
    potential seizure or nationalization of assets;
    increased operating costs;
    increases in taxes and governmental royalties;
    modification or renegotiation of contracts;
    changes in laws and policies governing operations of
    foreign-based companies;
    import-export quotas;
    restrictions on currency repatriations;
    currency fluctuations and devaluations; and
    other forms of government regulation and economic conditions
    that are beyond our control.     20




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##### Table of Contents



Our
    senior secured credit agreement imposes significant operating
    and financial restrictions, which may prevent us from
    capitalizing on business opportunities and taking some
    actions.
 
 
   
 
  
    make investments and other restricted payments, including
    dividends; 
 
  
    incur additional indebtedness; 
 
  
    create liens; 
 
  
    restrict dividend or other payments by our subsidiaries to us; 
 
  
    sell our assets or consolidate or merge with or into other
    companies; 
 
  
    engage in transactions with affiliates; and 
 
  
    make capital expenditures. 
 
   
  Our
    principal stockholder will be able to control our company, which
    could affect the outcome of matters requiring stockholder vote
    and potential changes of control of our company.
    We are
    a controlled company within the meaning of the
    listing requirements for the Nasdaq Global Market and, as a
    result, will qualify for, and may elect to rely on, exemptions
    from certain corporate governance requirements.
    Risks
    Related to this Offering, the Securities Markets and Ownership
    of Our Common Stock
  We
    will limit foreign ownership of our company, which could reduce
    the price of our common stock.
  non-U.S. citizens U.S.-flagged non-U.S. citizens non-U.S. citizens.
 21




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##### Table of Contents



Restrictions
    on the percentage ownership of our outstanding capital stock by
    non-U.S. citizens
    may subject the shares held by such
    non-U.S. citizens
    to restrictions, limitations and redemption.
    Substantial
    sales of our common stock by our current holders or us could
    cause our stock price to decline and issuances by us may dilute
    your ownership interest in our company.
    The
    initial public offering price of our common stock may not be
    indicative of the market price of our common stock after this
    offering.
    We
    have no plans to pay regular dividends on our common stock, so
    you may not receive funds without selling your common
    stock.
 
   
  The
    price of our common stock may be volatile and could be subject
    to significant fluctuations.
    
    our operating and financial performance and prospects;
    quarterly variations in the rate of growth of our financial
    indicators, such as earnings per share, net income and revenues;
    changes in revenue or earnings estimates;
    publication of research reports by analysts;
    speculation in the press or investment community;
    strategic actions by us or our competitors, such as acquisitions
    or restructurings; 22




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##### Table of Contents




    sales of our common stock by stockholders;
    actions by institutional investors;
    general market conditions; and
    U.S. and international economic, legal and regulatory factors
    unrelated to our performance.    Provisions
    in our charter documents or Delaware law may inhibit a takeover,
    which could adversely affect the value of our common
    stock.
 
   
  Purchasers
    in this offering will experience immediate and substantial
    dilution in net tangible book value per share.
 
   
 23




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##### Table of Contents



FORWARD-LOOKING
    INFORMATION    
    our strategy, including the expansion and growth of our
    operations and our ability to make future acquisitions on
    attractive terms;
    our plans, expectations and any effects of capitalizing on
    strong market conditions in the U.S. Gulf of Mexico,
    expanding the breadth of services in our core market, expanding
    our deepwater capabilities, pursuing international growth
    opportunities and expanding our fabrication capabilities;
    our ability to enter into new contracts for subsea construction
    and commercial diving services and future utilization rates and
    contract rates for our vessels;
    the correlation between demand for our services and
    customers expectations of energy prices; 
  
    future capital expenditures, including estimated costs for the
    construction of the Superior Achiever, the equipment
    necessary to enable the Superior Achiever to perform
    deepwater small-diameter pipelay and umbilical installation, and
    the scheduled upgrades for the Superior Endeavour; 
  
    expected drydocking schedules and the dates vessels and
    equipment will be placed in service; 
  
    expected delivery of the Superior Achiever; 
  
    the planned specifications of the Superior Achiever;
    the capabilities of our vessels following scheduled upgrades and
    refurbishments;
    sufficiency of funds for required capital expenditures, working
    capital and debt service;
    liabilities under laws and regulations protecting the
    environment; 
  
    expected outcomes of litigation, claims and disputes and their
    expected effects on our financial condition and results of
    operations; 
 
  
    expectations regarding improvements in diving and offshore
    construction activity, demand for our services, operating
    revenues, operating and maintenance expense, insurance expense
    and deductibles, interest expense, debt level and other matters
    with regard to the outlook of our business and industry; and 
 
  
    expectations of future share-based payments and compensation
    expense. 
    
    crude oil and natural gas prices, and industry expectations
    about future prices;
    demand for subsea construction and commercial diving services;
    our ability to enter into and the terms of future contracts;
    the impact of governmental laws and regulations;
    the adequacy of sources of liquidity; 24




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##### Table of Contents




    uncertainties relating to the level of activity in offshore
    crude oil and natural gas exploration, development and
    production;
    competition and market conditions in the subsea construction and
    commercial diving industry;
    the availability of skilled personnel;
    labor relations and work stoppages;
    operating hazards, war, terrorism and cancellation or
    unavailability of insurance coverage;
    the effect of litigation and contingencies; and
    our inability to achieve our plans or carry out our strategy.   25




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##### Table of Contents



USE OF
    PROCEEDS   
   
  
    repay, together with approximately $64.7 million of the
    proceeds from our senior secured term loan held in a segregated
    account, $111.1 million of outstanding borrowings under our
    senior secured term loan, including prepayment premium; 
 
  
    pay a special cash dividend of
    $      million to our existing
    stockholders prior to the completion of this offering; and 
 
  
    retain approximately
    $      million for future capital
    expenditures, including progress payments relating to the
    construction of the Superior Achiever and the upgrade and
    refurbishment of the Gulf Diver IV. 
   
   
 
 
 26




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##### Table of Contents



DIVIDEND
    POLICY      
    any applicable contractual restrictions limiting our ability to
    pay dividends;
    our earnings and cash flows;
    our capital requirements;
    our financial condition; and
    other factors our board of directors deems relevant. 
   
 27




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##### Table of Contents



CAPITALIZATION   
 
  
    on an actual basis; 
 
 
 
  
    on an as adjusted basis, which gives effect to the borrowing of
    $110.0 million under our senior secured term loan on
    February 27, 2007 and the application of the proceeds
    therefrom to repay our existing notes payable and line of credit
    as of that date, to establish cash collateralized letters of
    credit of $15.9 million and to establish a cash collateral
    account of $64.7 million, which will be used, together with
    a portion of the proceeds from this offering, to repay in full
    the senior secured term loan upon the completion of this
    offering; and 
 
  
    on an as further adjusted basis after giving effect to this
    offering and the use of a portion of the net proceeds to pay a
    special cash dividend to our existing stockholders and to repay
    our senior secured term loan as set forth under Use of
    Proceeds as if these transactions had occurred on
    December 31, 2006. 
 
   
  
 December 31, 2006As FurtherActual


As Adjusted


Adjusted(dollars in thousands)Cash and cash equivalents

$
2,556


$
5,708


$Restricted cash

$
4,814


$
15,951


$Cash/Collateral account






64,662



Total

$
4,814


$
80,613


$Notes payable, including current
    portion

$
13,368


$



$
Line of credit


4,218







New senior secured term loan






110,000



New senior secured credit facility










Total debt


17,586



110,000



Members/stockholders
    equity:Member interests


105



105



Preferred stock, par value
    $0.01 per share; shares authorized as adjusted; no shares
    issued and outstanding as adjusted










Common stock, par value
    $0.01 per share; shares authorized as adjusted; shares
    issued and outstanding as adjusted






Additional paid-in capital






Accumulated other comprehensive
    income


895



895Retained earnings


63,548



63,466Total
    members/stockholders equity


64,548



64,466Total capitalization

$
82,134


$
174,466


$  
 28




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##### Table of Contents



DILUTION   
 
   
  
 Initial public offering price per
    share





$Net tangible book value per share
    as of December 31, 2006

$Increase in net tangible book
    value per share attributable to new investorsNet tangible book value per share
    after this offeringDilution in net tangible book
    value per share to new investors





$  
 
   
  
 AverageShares Purchased (1)


Total Consideration


Price perNumber


Percent


Amount


Percent


Share(dollars in thousands)Existing stockholders (2)







%

$





%

$Option holders (3)New investorsTotal






100.0
%

$




100.0
%  
 
  (1)
    
    The number of shares disclosed for the existing stockholders
    includes           shares
    that may be sold by the selling stockholders in this offering if
    the underwriters exercise their overallotment option. The number
    of shares disclosed for the new investors does not include
    the           shares
    that may be purchased by the new investors from the selling
    stockholders in this offering if the underwriters exercise their
    overallotment option.(2)
    
    Includes           shares
    of restricted stock that are expected to be awarded to our
    directors and certain officers prior to the completion of this
    offering. These shares of restricted stock will be subject to
    forfeiture restrictions.(3)
    
    Includes options to
    purchase           shares
    of our common stock that are expected to be awarded to certain
    employees under our 2007 stock incentive plan prior to the
    completion of this offering. These options will be subject to
    vesting requirements. 29




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##### Table of Contents



SELECTED
    CONSOLIDATED HISTORICAL FINANCIAL DATA   
 
   
 
   
  
 Year Ended December 31,2002


2003


2004


2005


2006(dollars in thousands, except per share data)(unaudited)Statements of Operations
    Data:Revenues

$
9,638


$
10,734


$
23,773


$
82,373


$
243,445Costs of revenues (excluding
    depreciation and amortization)


6,674



7,460



14,625



41,262



131,410Operating expenses:Selling, general and administrative


1,710



2,885



3,560



13,625



27,102Depreciation and amortization


335



414



711



1,498



3,148Loss on disposal of assets


















119Insurance


712



486



1,544



3,634



5,831Bad debt expense


23







462



702



1,664Total operating expenses


2,780



3,785



6,277



19,459



37,864Income (loss) from operations


184



(511
)


2,871



21,652



74,171Interest expense (income), net


72



308



239



668



(140
)Income (loss) before income taxes


112



(819
)


2,632



20,984



74,311Provision for income taxes


36



(248
)


905



7,008



25,826Net income (loss)

$
76



(571
)

$
1,727


$
13,976


$
48,485Net income per share (a):Basic













$



$DilutedWeighted average shares
    outstanding (a):BasicDiluted  
  footnotes on the following page
 30




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##### Table of Contents



Year Ended December 31,2002


2003


2004


2005


2006(dollars in thousands)(unaudited)Balance Sheet Data (as of end of
    period):Cash and cash equivalents

$
233


$
20


$
525


$
3,382


$
2,556Working capital


(300
)


(3,651
)


682



10,013



(1,153
)Total assets


4,030



7,172



12,716



49,184



142,812Notes payable, net of current
    portion


200



232



2,242



6,601



9,759Total members equity


885



314



2,041



16,012



64,548  
  
 Year Ended December 31,2002


2003


2004


2005


2006(dollars in thousands)(unaudited)Other Financial Data:EBITDA (b)

$
519


$
(97
)

$
3,583


$
23,150


$
77,319Net cash (used in) provided by:Operating activities


372



52



574



11,076



53,313Investing activities


(669
)


(3,282
)


(200
)


(14,490
)


(59,687
)Financing activities


568



3,018



131



6,271



5,549Capital expenditures


669



3,282



200



14,490



53,915  
  
 Year Ended December 31,2003


2004


2005


2006Operating Data
    (unaudited):Number of vessels (as of end of
    period) (c)










1



2



4



8Number of vessel revenue
    days (d):Owned and
    long-term
    charter










32



252



536



1,309Short-term charter










200



253



866



1,377Total vessel revenue days










232



505



1,402



2,686Vessel utilization (e)










29
%


63
%


76
%


89
%  
 
  (a)
    
    Net income per share and the weighted average shares outstanding
    reflects the issuance
    of           shares
    of common stock for each outstanding limited liability company
    interest in connection with the merger of Superior Offshore
    International, L.L.C. with and into Superior Offshore
    International, Inc. as described under Prospectus
    Summary  Our History. 
  (b)
    
    EBITDA consists of net income (loss) before interest expense
    (income), provision for income taxes and depreciation and
    amortization. See Non-GAAP Financial Measures.
    EBITDA is included in this prospectus because our management
    considers it an important supplemental measure of our
    performance and believes that it is frequently used by
    securities analysts, investors and other interested persons in
    the evaluation of companies in our industry, some of which
    present EBITDA when reporting their results. We regularly
    evaluate our performance as compared to other companies in our
    industry that have different financing and capital structures
    and/or tax
    rates by using EBITDA. In addition, we utilize EBITDA in
    evaluating acquisition opportunities. Management also believes
    that EBITDA is a useful tool for measuring our ability to meet
    our future debt service, capital expenditures and working
    capital requirements, and EBITDA is commonly used by us and our
    investors to measure our ability to service indebtedness. EBITDA
    is not a substitute for the GAAP measures of net income (loss)
    or of cash flow and is not necessarily a measure of our ability
    to fund our cash needs. In addition, it should be noted that
    companies calculate EBITDA differently and, therefore, EBITDA as
    presented for us may not be comparable to EBITDA reported by
    other companies. EBITDA has material limitations as a
    performance measure because it excludes interest expense, taxes
    and depreciation and amortization. The following tables
    reconcile EBITDA with our net income (loss) and with our net
    cash provided by operating activities. 
  footnotes continued on the following page
 31




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##### Table of Contents



Reconciliation
    of EBITDA
 
  
 Year Ended December 31,2002


2003


2004


2005


2006(dollars in thousands)(unaudited)Net income (loss)

$
76


$
(571
)

$
1,727


$
13,976


$
48,485Plus: interest expense (income),
    net*


72



308



239



668



(140
)Plus: depreciation and amortization


335



414



712



1,498



3,148Plus: provision for income taxes


36



(248
)


905



7,008



25,826EBITDA


519



(97
)


3,583



23,150



77,319Less: interest expense (income),
    net*


(72
)


(308
)


(239
)


(668
)


140Less: provision for income taxes


(36
)


248



(905
)


(7,008
)


(25,826
)Plus: loss on disposal of assets


















119Plus: bad debt expense


26







462



702



1,664Less: increase in accounts
    receivable


(1,699
)


151



(5,620
)


(20,261
)


(26,419
)Less: increase in income tax
    receivable






(208
)






208



(207
)Less: increase in inventory






(32
)


(422
)


(136
)


(87
)Less: increase in
    prepaids & other assets


206



(126
)


(449
)


(714
)


(3,326
)Plus: increase in accounts payable
    and accrued expenses


1,355



463



3,189



11,806



20,216Plus: increase in income taxes
    payable


39



(45
)


489



2,361



7,719Plus: increase in other liabilities


32



46



64



(54
)


(57
)Plus: increase in deferred income
    taxes


2



(40
)


422



1,690



2,058Net cash provided by operating
    activities

$
372


$
52


$
574


$
11,076


$
53,313  
 
  *
    
    Interest expense (income), net for the year ended
    December 31, 2006 is net of $153,046 in interest expense
    for the period. We did not earn any interest income during the
    prior periods. 
 
 
  (c)
    
    The number of vessels as of the end of each period represents
    our DP and four-point vessels owned or under
    long-term
    charter. Vessels acquired are treated as added to our fleet as
    of the date we purchased the vessel. Vessels under long-term
    charter are treated as part of our fleet during the term of the
    charter. We define long-term charters as charters of six months
    or longer. Our method of computation of number of vessels may or
    may not be comparable to other similarly titled measures of
    other companies. The number of vessels as of December 31,
    2005 includes our ownership of the Gulf Diver IV and
    Gulf Diver V, which were owned but not in service as
    of that date. The number of vessels as of December 31, 2006
    includes our ownership of the Gulf Diver IV, which
    was owned but not in service as of that date, and our charters
    of the American Salvorand the Gulmar Condor,
    which were under long-term charters but not in service as of
    that date. 
  (d)
    
    The number of vessel revenue days is the total number of days
    the vessels generated revenue. Our method of computation of
    number of vessel revenue days may or may not be comparable to
    other similarly titled measures of other companies.(e)
    
    Average vessel utilization is calculated by dividing the total
    number of days our owned or
    long-term
    chartered vessels generated revenues by the total number of days
    the vessels were available for service in each period and does
    not reflect days during the period between the dates vessels
    were acquired and initially placed in service and days vessels
    were in drydock for scheduled upgrades, regulatory-related
    inspections and maintenance. Our method of computation of vessel
    utilization may or may not be comparable to other similarly
    titled measures of other companies. 32




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with the Selected Consolidated Historical
    Financial Data and our consolidated financial statements
    and notes thereto appearing elsewhere in this prospectus. This
    discussion and analysis contains forward-looking statements that
    involve risks and uncertainties. Our actual results may differ
    materially from those anticipated in these forward-looking
    statements as a result of certain factors, including those set
    forth under Risk Factors and elsewhere in this
    prospectus. See Forward-Looking Information.
 
  Our
    Business
     
   
  
    the Gulf Diver III, which we acquired and placed in
    service in September 2003;
    the Superior Endeavour, which we chartered and placed in
    service in October 2004, and acquired in April 2005;
    the Gulf Diver V, which we acquired in December 2005 and
    placed in service in March 2006;
    the Gulmar Falcon, which we placed in service in April
    2006 under a charter that expires in March 2008;
    the Gulf Diver VI, which we acquired in January 2006 and
    placed in service in September 2006;
    the American Salvor, which we chartered in September 2006
    and placed in service in January 2007; 
  
    the Adams Surveyor, which we chartered in February 2007
    and placed in service in March 2007; 
 
  
    two work-class ROVs, one of which we own and one of which we
    lease with an option to purchase, which became available for
    service in March 2007; 
 
  
    the Gulmar Condor, which we chartered in October 2006 and
    expect to place in service in the second quarter of 2007; 
 
  
    the Gulf Diver IV, which we acquired in December 2005 and
    expect to place in service by the end of 2007; and 
  
    the Superior Achiever, which is under construction and
    which we expect to place in service in the second half of 2008. 33




---



##### Table of Contents



Factors
    Affecting Our Operations
 
  12-month 12-month 12-month 12-month
 
    short-term
 34




---



##### Table of Contents



long-term
 
    
 2003


2004


2005


2006Q1


Q2


Q3


Q4


Q1


Q2


Q3


Q4


Q1


Q2


Q3


Q4


Q1


Q2


Q3


Q4U.S. natural gas
    prices (1)

$
5.30


$
5.73


$
5.05


$
5.04


$
5.60


$
6.30


$
6.25


$
7.11


$
6.93


$
7.54


$
9.64


$
11.38


$
9.04


$
8.81


$
8.49


$
7.86NYMEX crude oil prices (2)

$
29.17


$
26.49


$
28.17


$
29.12


$
32.29


$
36.23


$
41.53


$
46.46


$
49.69


$
55.13


$
64.73


$
61.36


$
66.20


$
73.29


$
73.74


$
64.70Number of vessels (as of end of
    period) (3)










1



1



1



1



1



2



2



2



2



4



6



7



7



8Number of vessel revenue
    days (4):Owned and
    long-term
    charter










11



21



22



43



44



143



92



119



146



179



236



363



330



380Short-term charter


20



51



58



71



58



55



47



93



12



36



259



559



521



291



247



318Total vessel revenue days


20



51



69



92



80



98



91



236



104



155



405



738



757



654



577



698Vessel utilization (5)










55
%


23
%


32
%


66
%


48
%


83
%


51
%


70
%


85
%


100
%


91
%


93
%


85
%


88
%  
 
 
  (1)
    
    Quarterly average of the Henry Hub natural gas
    12-month
    strip futures price (dollars per Mmbtu). 
  (2)
    
    Quarterly average of NYMEX WTI crude oil
    12-month
    strip futures price (dollars per barrel). 
  (3)
    
    The number of vessels as of the end of each period represents
    our DP and four-point vessels owned or under
    long-term
    charter. Vessels acquired are treated as added to our fleet as
    of the date we purchased the vessel. Vessels under
    long-term
    charter are treated as part of our fleet during the term of the
    charter. We define
    long-term
    charters as charters of six months or longer. Our method of
    computation of number of vessels may or may not be comparable to
    other similarly titled measures of other companies. The number
    of vessels for the fourth quarter of 2005 includes our ownership
    of the Gulf Diver IV and Gulf Diver V, which
    were owned but not in service during that period. The number of
    vessels for the first and second quarters of 2006 includes our
    ownership of the Gulf Diver IVand the Gulf Diver
    VI, which were owned but not in service during those
    periods. The number of vessels for the third and fourth quarters
    of 2006 includes our ownership of the Gulf Diver IV,
    which was owned but not in service during those periods, and our
    charter of the American Salvor, which was under long-term
    charter but not in service during those periods. The number of
    vessels for the fourth quarter of 2006 also includes our charter
    of the Gulmar Condor, which was under long-term charter
    but not in service during that period. 
  (4)
    
    The number of vessel revenue days is the total number of days
    the vessels generated revenue. Our method of computation of
    number of vessel revenue days may or may not be comparable to
    other similarly titled measures of other companies.(5)
    
    Average vessel utilization is calculated by dividing the total
    number of days our owned or
    long-term
    chartered vessels generated revenues by the total number of days
    the vessels were available for service in each period and does
    not reflect days during the period between the dates vessels
    were acquired and initially placed in service and days vessels
    were in drydock for regulatory-related inspections and
    maintenance. Our method of computation of vessel utilization may
    or may not be comparable to other similarly titled measures of
    other companies.  Recent
    Events
  Odyssea Voyager Odyssea
    Voyager Odyssea Voyager
 35




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##### Table of Contents



American Salvor Odyssea Voyager.
  Superior Achiever
 
  Gulmar Condor
 
 
   
 
  Adams Surveyor
 
 
   
 
   
  Critical
    Accounting Estimates and Policies
 
   
 
   
  Revenues
    and Expense Recognition
   36




---



##### Table of Contents



percentage-of-completion percentage-of-completion
  
    the customer provides specifications for subsea construction
    projects or for the provision of related services;
    we can reasonably estimate our progress towards completion and
    our costs;
    the contract includes provisions as to the enforceable rights
    regarding the goods or services to be provided, consideration to
    be received and the manner and terms of payment;
    the customer can be expected to satisfy its obligations under
    the contract; and
    we can be expected to perform our contractual obligations. 
  percentage-of-completion
 
 
   
 
   
  Accounts
    Receivable and Allowance for Doubtful Accounts
    Property
    and Equipment
   
  vessel-by-vessel
 
 37




---



##### Table of Contents



Major
    Customers and Concentration of Credit Risk
 
   
  Seasonality
 
   
 
  Accounting
    for Share-Based Payments
 
 
   
 
  Share-Based Payment
 
  Changes
    in Financial Reporting of Future Results of Operations
   38




---



##### Table of Contents



Results
    of Operations
 
  Year
    Ended December 31, 2006 versus the Year Ended
    December 31, 2005
 
 
  Revenues. Odyssea
    Voyager Gulmar Falcon
 
 
  Costs of Revenues.
 
 
  Operating Expenses.
 
 
  Interest Expense (Income), Net.
 
 
  Provision for Income Taxes.
 
 39




---



##### Table of Contents



Net Income.
 
  Year
    Ended December 31, 2005 versus the Year Ended
    December 31, 2004
  Revenues. Superior Endeavour
  Costs of Revenues.
  Operating Expenses.
  Interest Expense, Net.
  Provision for Income Taxes.
 
  Net Income.
 
  Liquidity
    and Capital Resources
  Cash
    Flows
   
  Superior
    Achiever
 
 
 40




---



##### Table of Contents



Superior Achiever
 
  Superior
    Endeavour, Gulf Diver IV Gulf Diver V Superior
    Endeavour
    Capital
    Expenditures
 
  Superior Achiever Superior Achiever
 
      Liquidity
    Needs
 
  Superior Achiever Gulf Diver IV Superior Achiever
 
 
   
 
   
 41




---



##### Table of Contents



Long-Term
    Debt
 
   
 
  Senior Secured Term Loan.
 
 
   
 
  Superior Achiever:,
 
 
 
 
   
 
  Senior Secured Credit Facility.
 
 
   
 
   
 
  
    a base rate equal to the higher of: 
 
  
    JPMorgan Chase Bank, N.A.s prime rate, and 
 
  
    the federal funds effective rate plus 0.5%, 
 
   
 
  
    LIBOR (as adjusted for statutory reserve requirements for
    eurocurrency liabilities) plus a spread ranging from 1.75% to
    2.25%, subject to a performance based grid. 
 
   
 42




---



##### Table of Contents




    the maintenance of a ratio of EBITDA minus the unfinanced
    portion of capital expenditures to fixed charges of at least 1.2
    to 1.0; 
 
  
    restrictions on incurring indebtedness, including certain
    capital lease, guarantee and charter obligations; 
 
  
    restrictions on incurring liens on certain of our property and
    the property of our subsidiaries; 
 
  
    restrictions on selling assets or inventory outside the ordinary
    course of business; 
 
  
    prohibitions on entering into sale and leaseback transactions;
    and 
 
  
    restrictions on transactions with affiliates and materially
    changing our business. 
 
   
  Contractual
    Obligations
 
   
  
 Payments Due by PeriodLess Than








More ThanContractual Obligations(1)

Total


1 Year


1-3 Years


3-5 Years


5 Years(dollars in thousands)Long-term
    debt obligations, including current maturities(2)(3)

$
13,368


$
3,608


$
5,098


$
4,662


$
Line of credit obligations(2)


4,218



4,218











Interest on
    long-term
    debt, including current maturities, and line of credit
    obligations(2)


2,474



1,077



1,195



202



Vessel construction obligations(4)


103,001



54,895



48,106







Vessel charter obligations


62,199



33,555



28,644







Operating lease obligations


2,863



920



1,921



22



Purchase obligations


12,741



12,741











Total

$
200,864


$
111,014


$
84,964


$
4,886


$
  
 
 
  (1)
    
    This table does not include up to $4.0 million that we may
    pay in the third quarter of 2007 in connection with our
    acquisition of the businesses of Subtech Diving and Marine in
    December 2006, based on the financial performance of our Subtech
    subsidiary through June 2007. 
 43




---



##### Table of Contents



(2)
    
    These amounts do not reflect our obligations under our
    $110.0 million senior secured term loan facility described
    above in   Long-Term Debt  Senior
    Secured Term Loan. We used a portion of the proceeds from
    the senior secured term loan to repay our notes payable and line
    of credit and the interest relating thereto and to establish a
    cash collateral account of $64.7 million. We will use a
    portion of the net proceeds we receive from this offering to
    repay our senior secured term loan. As a result, we will have no
    long-term debt outstanding immediately following the completion
    of this offering. 
 
  (3)
    
    These amounts do not include interest. 
 
  (4)
    
    These amounts represent our obligations relating to the
    construction of the Superior Achieveras of
    December 31, 2006. The total estimated future cost of the
    vessel as of March 1, 2007 is expected to be approximately
    $80.0 million. The total estimated construction cost,
    including equipment and change orders made to date, is expected
    to be approximately $124.4 million. We also may expend
    significant additional capital, currently estimated at up to
    $10.0 million, to enable the vessel to perform most
    full-field development services, including deepwater
    small-diameter pipelay and umbilical installation. 
 
 
  Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
 
  Accounting for Stock Issued to Employees Statement of Cash Flows.
 
 
 
  Accounting for Tax Uncertainties
 
   
 44




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##### Table of Contents



Fair
    Value Measurements
 
 
 
  The Fair
    Value Option for Financial Assets and Financial Liabilities
 
  Quantitative
    and Qualitative Disclosures About Market Risk
 
   
 
   
 
   
 
  Superior Achiever Superior Achiever Superior Achiever
 
 45




---



##### Table of Contents



BUSINESS  Our
    Company
   
   
 
   
 
  Toisa Proteus Superior Achiever Superior Endeavour,
 
   46




---



##### Table of Contents



Gulmar
    Falcon Gulf Diver V, Gulf Diver VI American Salvor Adams Surveyor Gulmar Condor Superior Achiever Superior Endeavour Superior Achiever Superior Endeavour Superior Achiever
 
 
   
  Industry
    Trends
    Increased
    offshore capital spending by crude oil and natural gas
    producers
    Significant
    demand for infrastructure repair projects in the U.S. Gulf
    of Mexico
   47




---



##### Table of Contents



Aging
    production infrastructure in the U.S. Gulf of
    Mexico
    Installation
    Date of Production Platforms in the
 U.S. Gulf of Mexico in Water Depths of Less Than 1,000
    Feet
  
  Source: U.S. Department of the Interior, Minerals
    Management Service (June 2006).
  Increasing
    subsea development work
    Increasing
    deepwater activity
   48




---



##### Table of Contents



Rising
    international offshore activity
    International
    Offshore Drilling and Completion Spending
  
  Source:
    Spears & Associates, Drilling and Production Outlook
    (December 2006). International figures exclude Canada, China and
    the Commonwealth of Independent States.  Our
    Strengths
    Large,
    highly trained and experienced diving workforce
   49




---



##### Table of Contents



Highly
    specialized fleet
   
  Strong
    customer relationships
 
 
   
  Experienced
    management team aligned with stockholders
    Our
    Strategies
    Capitalize
    on strong market conditions in the U.S. Gulf of
    Mexico
    Expand
    our deepwater capabilities
 
  Superior Endeavour
 
 50




---



##### Table of Contents



Superior
    Achiever Superior Achiever
  Expand
    breadth of services in core market
 
  Gulmar Falcon Gulf Diver V, Gulf Diver VI American Salvor Adams Surveyor Gulmar
    Condor 50-ton Superior Endeavour
 
  Pursue
    international growth opportunities
 
  Superior Achiever
 
  Expand
    fabrication capabilities
    Our
    Fleet
 
   
  DP
    Vessels
 
   
  
 Year

DatePurchased

Placed in



Clear Deck



Moon Pool

CraneOwn/

or Chartered

Service by

Length

Space

Accom-

Launch/

CapacityFlag

Charter

by Superior

Superior

(feet)(1)

(sq. feet)

modations

SAT Diving

(tons)Superior Endeavour

Vanuatu


Own



2004
(2)


10/2004



265



8,600



61



Yes
(3)


45
(3)Gulmar Falcon

Panama


Charter
(4)


2006



4/2006



220



9,235



73



Yes
(5)


30Gulmar Condor

Panama


Charter
(6)


2006







341



10,764



128



Yes
(5)


45
(7)Adams Surveyor

Bahrain


Charter
(8)


2007



3/2007



228



5,084



54



No
(9)


45  
 
  (1)
    
    We measure the length of each vessel from the tip of the bow to
    the farthest point on the stern. Other companies or regulatory
    bodies may measure vessel length differently than we do.(2)
    
    We chartered this vessel beginning in October 2004 and purchased
    this vessel in April 2005. 51




---



##### Table of Contents



(3)
    
    We placed this vessel in the shipyard in February 2007 for
    scheduled upgrades and expect to place this vessel back in
    service in the second quarter of 2007. Following these upgrades,
    the Superior Endeavourwill be equipped with a 50-ton
    crane, a 12-man saturation diving system and a hyperbaric rescue
    chamber. 
  (4)
    
    This charter expires in March 2008, subject to options to extend
    the charter for up to two additional six-month periods.(5)
    
    This vessel has a hyperbaric rescue chamber. 
  (6)
    
    This charter expires in March 2009, subject to options to extend
    the charter for up to two additional six-month periods. We
    expect to place this vessel in service in the second quarter of
    2007. 
 
  (7)
    
    This vessel also will be equipped with a 120-ton/70-ton
    heave-compensated crane following scheduled upgrades. 
 
  (8)
    
    This charter expires in February 2008, subject to options to
    extend the charter for up to two additional
    six-month
    periods. 
 
  (9)
    
    This vessel does not currently have a saturation diving system,
    but has positioning and reference systems that allow the
    operation of either a saturation diving system or ROVs. 
 
  Superior Endeavour Gulmar Falcon Gulmar Condor
 
 
  Superior Endeavour. Superior Endeavour Superior Endeavour Superior Endeavour
 
  Gulmar Falcon. Gulmar Falcon Gulmar Falcon
 
  Gulmar Condor. Gulmar Condor Gulmar Condor
 
 52




---



##### Table of Contents



Adams Surveyor. Adams Surveyor Adams
    Surveyor Adams Surveyor
 
  Third-Party Vessels. Toisa Proteus Toisa Proteus
  Four-Point
    Vessels
 
   
   
 Year


DatePurchased


Placed in





Clear Deck





CraneOwn/

or Chartered


Service by


Length


Space


Accom-


CapacityFlag

Charter

by Superior


Superior


(feet)(1)


(sq. feet)


modations


(tons)Gulf Diver III

U.S.

Own


2003



9/2003



165



1,034



36



10Gulf Diver IV (2)

U.S.

Own


2005







168



2,880



43



15Gulf Diver V

U.S.

Own


2005



3/2006



180



3,330



23



15Gulf Diver VI

U.S.

Own


2006



9/2006



166



2,890



38



15American Salvor

U.S.

Charter(3)


2006



1/2007



213



6,979



49



35  
 
 (1)
    
    We measure the length of each vessel from the tip of the bow to
    the farthest point on the stern. Other companies or regulatory
    bodies may measure vessel length differently than we do. 
  (2)
    
    This vessel has been in the shipyard for upgrade and
    refurbishment since we acquired it in December 2005. We expect
    to place this vessel in service by the end of 2007. 
 
 
 
  (3)
    
    This charter expires in May 2007, subject to options to
    extend the charter for up to an additional nine months. 
     53




---



##### Table of Contents



Diving
    Systems and ROVs
 
   
 
  Superior Endeavour Gulmar
    Falcon Superior Achiever Gulmar Falcon. Gulmar Condor
 
  Superior
    Achiever
  Superior Achiever 140-ton
 54




---



##### Table of Contents



160-ton 12-man,
 
  Fabrication
    Business
 
  20,000-square 15,000-square 6,150-square 1,950-square
 
 
   
 
  Subtech
    Diving and Marine
 
 
   
  Contracts
   55




---



##### Table of Contents



Customers
 
   
  Competitors
   56




---



##### Table of Contents



Safety
 
   
  Operating
    Risks and Insurance
   
   
   57




---



##### Table of Contents



Regulation
  Government
    Regulation
            
    it is organized under the laws of the United States or a state;
    each of its president or other chief executive officer, by
    whatever title, and the chairman of its board of directors is a
    U.S. citizen; 58




---



##### Table of Contents




    no more than a minority of the number of its directors necessary
    to constitute a quorum for the transaction of business are
    non-U.S. citizens;
    at least 75% of the interest and voting power in the corporation
    is held by U.S. citizens free of any trust, fiduciary
    arrangement or other agreement, arrangement or understanding
    whereby voting power may be exercised directly or indirectly by
    non-U.S. citizens; and
    in the case of a limited partnership, the general partner meets
    U.S. citizenship requirements for U.S. coastwise trade. 
  non-U.S. citizens
 
 
   
  Environmental
    Regulation
       59




---



##### Table of Contents



Employees
 
   
  Properties
 
   
  
 Size


LeaseLocation

Function


(square feet)


ExpirationLafayette, Louisiana


Corporate Headquarters, Accounting,
    Human Resources and Operations



14,857


November 30, 2007Amelia, Louisiana


Fabrication



82,000


June 30, 2010Belle Chasse, Louisiana


Diving Operations, Sales and Fabrication



22,500


June 30, 2008 and
    February 28, 2010Broussard, Louisiana


Diving Operations



12,000


April 1, 2007Broussard, Louisiana


Diving Operations



36,500(1
)

February 28, 2010Houston, Texas


Sales and Commercial



2,548


Month-to-monthHouston, Texas


ROV Operations



22,000


March 1, 2012  
 
 
  (1)
    
    This property consists of 3.25 acres and includes a
    31,500-square-foot warehouse and 5,000 square feet of office
    space. 
 
   
 60




---



##### Table of Contents



Legal
    Proceedings
 
   
 61




---



##### Table of Contents



MANAGEMENT  Executive
    Officers and Directors
 
   
  
 TermDirector

ExpiresName

Age

Position

Class

InLouis E. Schaefer, Jr.


63


Chairman of the Board

III

2010James J. Mermis


57


President, Chief Executive
    Officer
    and Director

II

2009Roger D. Burks


47


Chief Financial Officer and
    Director

I

2008R. Joshua Koch, Jr.


53


Senior Vice President, General
    Counsel,
    Secretary and Director

I

2008John F. Guarisco


56


Treasurer and ControllerPatrice Chemin


59


Director Nominee (1)

II

2009Thomas B. Coleman


63


Director Nominee (1)

III

2010James L. Persky


58


Director Nominee (1)

III

2010Eric N. Smith


63


Director Nominee (1)

II

2009E. Donald Terry


67


Director Nominee (1)

I

2008  
 
  (1)
    
    These individuals will become directors immediately upon the
    completion of this offering.  Louis E. Schaefer, Jr.
 
  James J. Mermis
 
  Roger D. Burks Partner-in-Charge
  R. Joshua Koch, Jr.
 62




---



##### Table of Contents



John F. Guarisco
 
  Patrice Chemin
 
 
 
 
  Thomas B. Coleman
 
 
  James L. Persky
 
 
 
 
  Eric N. Smith
 
 
 63




---



##### Table of Contents



E. Donald Terry
 
  Structure
    of the Board of Directors After this Offering
 
   
        Committees
    of Our Board of Directors After this Offering
   64




---



##### Table of Contents



Audit
    Committee
 
   
  Nominating
    and Governance Committee
 
   
  Compensation
    Committee
 
   
  Compensation
    Committee Interlocks and Insider Participation
   65




---



##### Table of Contents



COMPENSATION
    DISCUSSION AND ANALYSIS    Compensation
    Objectives
    Elements
    of Compensation
 
   
  Base Salary.
  Annual Bonuses.
  Incentive Compensation.
 66




---



##### Table of Contents



Initial Management Grants of Restricted Stock to Executive
    Officers. three-and-a-half-year
  Other Employee Grants.
  Other Compensation.
 67




---



##### Table of Contents



Executive
    Compensation
    Summary
    Compensation Table
  
 Name and










All otherPrincipal Position

Year


Salary


Bonus(1)


compensation


Total($)


($)


($)


($)Louis E. Schaefer, Jr.(2)


2006



503,416



140,100



815,681
(3)


1,459,197Chairman of the BoardJames J. Mermis(4)


2006



240,000



414,724



18,468
(5)


673,192President, Chief Executive Officer
    and DirectorRoger D. Burks(6)


2006



12,692



2,500







15,192Chief Financial Officer and
    DirectorJohn F. Guarisco(7)


2006



163,385



122,137



13,062
(8)


298,584Treasurer and ControllerR. Joshua Koch, Jr.(9)


2006



156,923



130,100







287,023Senior Vice President, General
    Counsel, Secretary and Director  
   
 (1)
    
    These amounts reflect bonuses earned in 2006 and paid in 2006 or
    the first quarter of 2007. 
 
  (2)
    
    Mr. Schaefer served as our Chief Executive Officer until
    August 2006, when he became our Chairman of the Board. 
 
  (3)
    
    This amount reflects (i) cash payments of $691,733 made to
    third parties on behalf of Mr. Schaefer, (ii) employer
    contributions paid by us under our 401(k) plan of $19,834,
    (iii) life insurance premiums paid by us of $15,470,
    (iv) the estimated personal value of automobiles provided
    by us for Mr. Schaefers use, which was $6,375, and
    (v) fees of $82,269 paid to third parties on behalf of
    Mr. Schaefer in connection with estate planning. For
    purposes of this table, we have estimated
    Mr. Schaefers personal use of automobiles at 25% of
    total usage. Accordingly, this amount represents 25% of our
    estimated fair market value of the automobiles. 
 
  (4)
    
    Mr. Mermis was our President from January 2006 until August
    2006 and has been our President and Chief Executive Officer
    since August 2006. 
 
  (5)
    
    This amount reflects (i) life insurance premiums of $1,765
    paid by us, (ii) employer contributions paid by us under
    our 401(k) plan of $3,903, (iii) an automobile allowance of
    $10,200, and (iv) attorney fees of $2,600 relating to the
    recovery of property damaged by Hurricane Katrina. 
 
  (6)
    
    Mr. Burks has been our Chief Financial Officer since
    December 2006. 
 
 
 
  (7)
    
    Mr. Guarisco was our Chief Financial Officer and a member
    of our board of directors until December 2006 and has been our
    Treasurer and Controller since December 2006. 
 
  (8)
    
    This amount reflects (i) employer contributions paid by us
    under our 401(k) plan of $6,393 and (ii) an automobile
    allowance of $6,669. 
 
 
 
  (9)
    
    Mr. Koch joined our company in May 2006. 
  Employment
    Agreements
  Employment Agreement with Louis E. Schaefer,
    Jr.
 68




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##### Table of Contents



Employment Agreement with James J. Mermis.
    Employment Agreement with Roger D. Burks.
  Employment Agreement with R. Joshua Koch,
    Jr.
   69




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##### Table of Contents



Employment Agreement with John F. Guarisco.
    Non-compete; Confidentiality.
  Grants of
    Plan-Based Awards
  three-and-a-half-year
  Securities





Shares of


% of InitialUnderlying


% of Initial


Restricted


RestrictedName

Options Granted


Option Grants


Stock Granted


Stock GrantsLouis E. Schaefer, Jr.














James J. MermisRoger D. BurksJohn F. GuariscoR. Joshua Koch, Jr.All executive officers and
    directors
    as a group(1)     (1)
    
    Includes grants
    of           shares
    of restricted stock granted to each of our non-employee
    directors who will become directors immediately following the
    completion of this offering. 70




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##### Table of Contents



2007
    Stock Incentive Plan
    
    options to purchase shares of our common stock, which may be
    incentive stock options or non-qualified stock options;
    stock appreciation rights;
    restricted stock and other stock-based awards, such as phantom
    stock; and
    performance unit awards.  Administration.
  Stock Options.
    Stock Appreciation Rights.
  Restricted Stock Awards.
  Performance Unit Awards.
 71




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##### Table of Contents



Other Stock-Based Awards.
  Amendment, Modification and
    Termination.
  Potential
    Payments upon Termination or
    Change-in-Control
  Trigger
    Events
      Termination due to Death or Disability.
  Termination Without Cause or For Good
    Reason.
 72




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##### Table of Contents



Termination upon a Change of Control.
  Termination for Cause or other than for Good
    Reason.
  Non-renewal of Agreement.
  Estimated
    Payments to Executives
 
   
  Louis E.
    Schaefer, Jr.
  Value of AcceleratedCash Severance


Equity AwardsWithout Cause or For Good Reason






Change in Control






Death






Disability






Non-renewal of Agreement






Other






  73




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##### Table of Contents



James J.
    Mermis
  Value of AcceleratedCash Severance


Equity AwardsWithout Cause or For Good ReasonChange in ControlDeathDisabilityNon-renewal of AgreementOther






   Roger D.
    Burks
  Value of AcceleratedCash Severance


Equity AwardsWithout Cause or For Good ReasonChange in ControlDeathDisabilityNon-renewal of AgreementOther






   R. Joshua
    Koch, Jr.
  Value of AcceleratedCash Severance


Equity AwardsWithout Cause or For Good ReasonChange in ControlDeathDisabilityNon-renewal of AgreementOther






   John F.
    Guarisco
  Value of AcceleratedCash Severance


Equity AwardsWithout Cause or For Good ReasonChange in ControlDeathDisabilityNon-renewal of AgreementOther






   Compensation
    of Directors
   74




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##### Table of Contents




    an annual retainer of $30,000;
    a fee of $1,500 for each board meeting and each committee
    meeting (not held on the date of a board meeting) attended; and 
  
    an initial grant of restricted stock under our 2007 stock
    incentive plan having a fair market value (as defined in the
    plan) of approximately $100,000. 
 
   
    Employee
    Benefit Plans
   
   
 75




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Offering
    by Selling Stockholders
    Registration
    Rights Agreement
  Form S-3,
  Reorganization
    Transactions
    Before the Reorganization
   
   
   76




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##### Table of Contents



Gulmar Falcon Gulmar
    Condor Gulmar Falcon Gulmar Condor Gulmar Falcon Gulmar Condor
 
   77




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##### Table of Contents



PRINCIPAL
    AND SELLING STOCKHOLDERS      
 Percentage Beneficially OwnedMaximum Number





After Offering


After Offeringof Shares to be Sold





(Assuming No


(AssumingShares


Upon Exercise of





Exercise of


Exercise ofName and Address of

Beneficially


Overallotment


Before


Overallotment


OverallotmentBeneficial Owners

Owned


Option (1)


Offering


Option) (2)


Option in Full) (2)Louis E. Schaefer, Jr. (3)Schaefer Holdings, LP (4)James J. Mermis (5)Roger D. Burks (6)John F. Guarisco (7)R. Joshua Koch, Jr. (4)(8)Directors, Director Nominees and
    Officers as a Group
    (           persons)  
 
  *
    
    Represents ownership of less than 1%.(1)
    
    If the underwriters fully exercise their overallotment option,
    then the selling stockholders will sell the number of shares of
    common stock indicated. If the underwriters partially exercise
    their overallotment option, then the number of shares to be sold
    by each selling stockholder will be allocated pro rata.(2)
    
    Gives effect to the issuance and sale by us
    of           shares
    in the offering.(3)
    
    Includes           shares
    of our common stock held by Mr. Schaefer.
    Mr. Schaefers address is c/o Superior Offshore
    International, Inc., 9302 Lambright Road, Houston, Texas
    77075.(4)
    
    Schaefer Holdings, LP, a Texas limited partnership
    (Schaefer Holdings),
    holds           shares
    of our common stock. Schaefer Holdings GP, LLC, a Texas limited
    liability company (Schaefer GP), is the sole general
    partner of Schaefer Holdings. R. Joshua Koch, Jr. is the
    sole manager of Schaefer GP and, as a result, possesses voting
    and investment power with respect to the shares of our common
    stock held by Schaefer Holdings. The address of Schaefer
    Holdings is 9302 Lambright Road, Houston, Texas 77075.(5)
    
    Includes           shares
    of restricted stock to be awarded to Mr. Mermis under our
    2007 stock incentive plan prior to the completion of this
    offering. Mr. Mermis address is c/o Superior
    Offshore International, Inc., 900 S. College Road,
    Suite 301, Lafayette, Louisiana 70503.(6)
    
    Includes           shares
    of restricted stock to be awarded to Mr. Burks under our
    2007 stock incentive plan prior to the completion of this
    offering. Mr. Burks address is c/o Superior Offshore
    International, Inc., 9302 Lambright Road, Houston,
    Texas 77075.(7)
    
    Includes           shares
    of restricted stock to be awarded to Mr. Guarisco under our
    2007 stock incentive plan prior to the completion of this
    offering. Mr. Guariscos address is c/o Superior
    Offshore International, Inc., 900 S. College Road,
    Suite 301, Lafayette, Louisiana 70503.(8)
    
    Includes           shares
    of restricted stock to be awarded to Mr. Koch under our
    2007 stock incentive plan prior to the completion of this
    offering
    and           shares
    of our common stock held by Schaefer Holdings. Mr. Koch
    disclaims beneficial ownership in the shares held by Schaefer
    Holdings except to the extent of his pecuniary interest in the
    partnership. Mr. Kochs address is c/o Superior
    Offshore International, Inc., 900 S. College Road,
    Suite 301, Lafayette, Louisiana 70503. 78




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##### Table of Contents



DESCRIPTION
    OF CAPITAL STOCK      Common
    Stock
      Preferred
    Stock
    
    dividend rates;
    whether dividends will be cumulative or non-cumulative;
    redemption rights;
    liquidation rights;
    sinking fund provisions;
    conversion or exchange rights; and
    voting rights.      
    diluting the voting or other rights of the proposed acquiror or
    insurgent stockholder group;
    creating a substantial voting block in institutional or other
    hands that might undertake to support the position of the
    incumbent board; or
    effecting an acquisition that might complicate or preclude the
    takeover. 79




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##### Table of Contents




    vote separately as a class on any proposed merger or
    consolidation;
    cast a proportionately larger vote together with our common
    stock on any transaction or for all purposes;
    elect directors having terms of office or voting rights greater
    than those of other directors;
    convert preferred stock into a greater number of shares of our
    common stock or other securities;
    demand redemption at a specified price under prescribed
    circumstances related to a change of control of our
    company; or
    exercise other rights designed to impede a takeover.    Certificate
    of Incorporation and Bylaws
  Election
    and Removal of Directors
    Stockholder
    Meetings
    Stockholder
    Action by Written Consent
    Amendment
    of Certificate of Incorporation
   80




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##### Table of Contents



Amendment
    of Bylaws
    
    the affirmative vote of a majority of directors present at any
    regular or special meeting of the board of directors called for
    that purpose, with the affirmative vote of at least 75% of all
    directors in office at a meeting called for that purpose
    required for any alteration, amendment or repeal of, or adoption
    of any bylaw inconsistent with, specified provisions of the
    bylaws, including those related to special and annual meetings
    of stockholders, action of stockholders by written consent,
    classification of the board of directors, nomination of
    directors, special meetings of directors, removal of directors,
    committees of the board of directors and indemnification of
    directors and officers; or
    the affirmative vote of holders of 75% of the voting power of
    our outstanding shares of voting stock, voting together as a
    single class.  Other
    Limitations on Stockholder Actions
    
    make nominations in the election of directors;
    propose that a director be removed;
    propose any repeal or change in our bylaws; or
    propose any other business to be brought before an annual or
    special meeting of stockholders.    
    a description of the business to be brought before the meeting
    and the reasons for conducting such business at the meeting;
    the stockholders name and address;
    any material interest of the stockholder in the proposal;
    the number of shares beneficially owned by the stockholder and
    evidence of such ownership; and
    the names and addresses of all persons with whom the stockholder
    is acting in concert and a description of all arrangements and
    understandings with those persons, and the number of shares such
    persons beneficially own.    
    in connection with an annual meeting of stockholders, not less
    than 120 nor more than 180 days prior to the date on which
    the annual meeting of stockholders was held in the immediately
    preceding year, but in the event that the date of the annual
    meeting is more than 30 days before or more than
    60 days after the anniversary date of the preceding annual
    meeting of stockholders, a stockholder notice will be timely if
    received by us not later than the close of business on the later
    of (1) the 120th day prior to the annual meeting and
    (2) the 10th day following the day on which we first
    publicly announce the date of the annual meeting; or
    in connection with the election of a director at a special
    meeting of stockholders, not less than 40 nor more than
    60 days prior to the date of the special meeting, but if
    less than 55 days notice or prior public disclosure
    of the date of the special meeting of the stockholders is given
    or made to the stockholders, a stockholder notice will be timely
    if received by us not later than the close of business on the
    10th day following the day on which a notice of the date of
    the special meeting was mailed to the stockholders or the public
    disclosure of that date was made. 81




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##### Table of Contents



Limitation
    of Liability of Directors and Officers
    
    any breach of the directors duty of loyalty to our company
    or our stockholders;
    any act or omission not in good faith or which involved
    intentional misconduct or a knowing violation of law;
    unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided in Section 174 of the Delaware
    General Corporation Law; and
    any transaction from which the director derived an improper
    personal benefit.      Foreign
    Ownership
    
    our president or chief executive officer, our chairman of the
    board and a majority of a quorum of our board of directors must
    be U.S. citizens; and
    at least 75% of the ownership and voting power of each class of
    our stock must be held by U.S. citizens free of any trust,
    fiduciary arrangement or other agreement, arrangement or
    understanding whereby voting power may be exercised directly or
    indirectly by
    non-U.S.
    citizens.      
    any transfer, or attempted or purported transfer, of any shares
    of our capital stock that would result in the ownership or
    control in excess of the permitted percentage by one or more
    persons 82




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##### Table of Contents



who is not a U.S. citizen for purposes of
    U.S. coastwise shipping will be void and ineffective as
    against us; and  
    if, at any time, persons other than U.S. citizens own
    shares of our capital stock or possess voting power over any
    shares of our capital stock, in each case (either of record or
    beneficially) in excess of the permitted percentage, we may
    withhold payment of dividends on and suspend the voting rights
    attributable to such shares.    
    require, as a condition precedent to the transfer of shares of
    capital stock on our records, representations and other proof as
    to the identity of existing or prospective stockholders;
    establish and maintain a dual stock certificate system under
    which different forms of certificates may be used to reflect
    whether the owner thereof is a U.S. citizen; and
    redeem any shares held by
    non-U.S. citizens
    that exceed the permitted percentage at a price based on the
    then-current market price of the shares.  Anti-Takeover
    Effects of Some Provisions
    
    acquisition of control of us by means of a proxy contest or
    otherwise, or
    removal of our incumbent officers and directors.    Delaware
    Business Combination Statute
    
    the board of directors of the corporation had previously
    approved either the business combination or the transaction that
    resulted in the stockholders becoming an interested
    stockholder;
    upon completion of the transaction that resulted in the
    stockholders becoming an interested stockholder, that
    person owned at least 85% of the voting stock of the corporation
    outstanding at the time the transaction commenced, other than
    statutorily excluded shares; or
    following the transaction in which that person became an
    interested stockholder, the business combination is approved by
    the board of directors of the corporation and holders of at
    least two-thirds of the outstanding voting stock not owned by
    the interested stockholder. 83




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##### Table of Contents



Listing
    of Common Stock
    Transfer
    Agent and Registrar
   84




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##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE          
    1% of the total number of shares of common stock then
    outstanding; and
    the average weekly trading volume of the common stock during the
    four calendar weeks preceding the filing with the SEC of the
    stockholders required notice of sale.   
  180-day 180-day 16-day 180-day 18-day lock-up lock-up lock-up case-by-case lock-up
 
   85




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##### Table of Contents



MATERIAL
    U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR
    NON-U.S. HOLDERS  non-U.S. holders non-U.S. holders
  non-U.S. holders non-U.S. holder
  
    an individual who is a citizen or resident of the United States;
    a partnership, or any other entity treated as a partnership for
    United States federal income tax purposes;
    a corporation, or any other entity taxable as a corporation for
    United States federal income tax purposes, created or organized
    in or under the laws of the United States, any state or
    political subdivision thereof;
    an estate whose income is subject to United States federal
    income taxation regardless of its source; or
    a trust (1) if it is subject to the primary supervision of
    a court within the United States and one or more United States
    persons have the authority to control all substantial decisions
    of the trust or (2) that has a valid election in effect
    under applicable Treasury regulations to be treated as a United
    States person.  183-day
   86




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##### Table of Contents



THIS DISCUSSION DOES NOT CONSTITUTE LEGAL ADVICE TO ANY
    PROSPECTIVE PURCHASER OF OUR COMMON STOCK. INVESTORS CONSIDERING
    THE PURCHASE OF OUR COMMON STOCK ARE ENCOURAGED TO CONSULT THEIR
    OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED
    STATES FEDERAL TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL
    AS TO ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER
    TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
  Distributions
    on Our Common Stock
    non-U.S. holder non-U.S. holder non-U.S. holder) non-U.S. holder Form W-8ECI non-U.S. holder
  non-U.S. holder Form W-8BEN non-U.S. holders non-U.S. holders
  non-U.S. holder
  Dispositions
    of Our Common Stock
  non-U.S. holder
  
    the gain is effectively connected with the conduct of a trade or
    business in the United States (and, where a tax treaty applies,
    is attributable to a United States permanent establishment of
    the
    non-U.S. holder);
    in these cases, the
    non-U.S. holder
    will be subject to tax on the net gain derived from the
    disposition in the same manner as if the
    non-U.S. holder
    were a United States person as defined in the Code, and if the
    non-U.S. holder
    is a foreign corporation, it may be 87




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##### Table of Contents



subject to the additional branch profits tax at a
    30% rate subject to reduction or complete exemption under an
    applicable tax treaty;  
    the
    non-U.S. holder
    is an individual present in the United States for 183 days
    or more in the taxable year in which the disposition occurs and
    certain other conditions are met; in these cases, the individual
    non-U.S. holder
    will be subject to a flat 30% tax on the gain derived from the
    disposition, which tax may be offset by United States source
    capital losses, even though the individual is not considered a
    resident of the United States; or
    we are or have been a United States real property holding
    corporation for United States federal income tax purposes
    at any time during the shorter of the
    non-U.S. holders
    holding period for our common stock and the five year period
    ending on the date of disposition.  non-U.S. holder
  Certain
    United States Federal Estate Tax Considerations
    Information
    Reporting and Backup Withholding
  non-U.S. holder non-U.S. holder non-U.S. holder Form W-8BEN non-U.S. person non-U.S. person
  non-U.S. holder non-U.S. office non-U.S. broker non-U.S. holder non-U.S. office
  
    is a United States person for United States tax purposes;
    derives 50% or more of its gross income in specific periods from
    the conduct of a trade or business in the United States;
    is a controlled foreign corporation for United
    States tax purposes; or
    is a foreign partnership, if at any time during its tax year
    (1) one or more of its partners are United States persons
    who in the aggregate hold more than 50% of the income or capital
    interests in the partnership; or (2) the foreign
    partnership is engaged in a United States trade or business; 88




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##### Table of Contents



non-U.S. holder non-U.S. person non-U.S. holder non-U.S. holder.
  non-U.S. holder non-U.S. holder Form W-8BEN non-U.S. person
  non-U.S. holder
  THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME
    TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT
    TAX ADVICE. WE ENCOURAGE EACH PROSPECTIVE INVESTOR TO CONSULT
    ITS OWN TAX ADVISOR REGARDING THE APPLICATION OF THE
    U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION,
    AS WELL AS THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR
    FOREIGN TAX LAWS AND TAX TREATIES.
 89




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##### Table of Contents



UNDERWRITING    NumberUnderwriter

of SharesMerrill Lynch, Pierce,
    Fenner & Smith
    IncorporatedJ.P. Morgan Securities
    Inc.Howard Weil IncorporatedJohnson Rice & Company
    L.L.C.Simmons & Company InternationalTotal         Commissions
    and Discounts
      Per Share


Without Option


With OptionPublic offering price

$



$



$Underwriting discount

$



$



$Proceeds, before expenses, to us

$



$



$Proceeds, before expenses, to the
    selling stockholders

$



$



$    90




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##### Table of Contents



Overallotment
    Option
    Reserved
    Shares
    No Sales
    of Similar Securities
    
    offer, pledge, sell or contract to sell any common stock;
    sell any option or contract to purchase any common stock;
    purchase any option or contract to sell any common stock;
    grant any option, right or warrant for the sale of any common
    stock;
    lend or otherwise dispose of or transfer any common stock;
    request or demand that we file a registration statement related
    to the common stock; or
    enter into any swap or other agreement that transfers, in whole
    or in part, the economic consequence of ownership of any common
    stock whether any such swap or transaction is to be settled by
    delivery of shares or other securities, in cash or otherwise.  lock-up lock-up lock-up lock-up
  180-day 180-day 16-day 180-day 18-day
 91




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##### Table of Contents



lock-up lock-up
  Listing
    on the Nasdaq Global Market
      
    the valuation multiples of publicly traded companies that the
    representatives believe to be comparable to us;
    our financial information;
    the history of, and the prospects for, our company and the
    industry in which we compete;
    an assessment of our management, its past and present
    operations, and the prospects for, and timing of, our future
    revenues;
    the present state of our development; and
    the above factors in relation to market values and various
    valuation measures of other companies engaged in activities
    similar to ours.   
 
  Price
    Stabilization, Short Positions and Penalty Bids
     92




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##### Table of Contents



Electronic
    Offer, Sale and Distribution of Shares
  e-mail.
  Other
    Relationships
 
   
 93




---



##### Table of Contents



VALIDITY
    OF THE SECURITIES   EXPERTS   
 
   
   WHERE YOU
    CAN FIND ADDITIONAL INFORMATION  Form S-1
    (800) 732-0330. www.sec.gov
 94




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##### Table of Contents



GLOSSARY    
    Dive support vessel:  Specially equipped vessel
    that performs services and acts as an operational base for
    divers, ROVs and specialized equipment.
    Drydock:  The process of docking a vessel so
    that it is fully supported out of the water for the purposes of
    regulatory certification, inspection, maintenance and repair.
    Drydocking allows full access to the vessel hull.
    Dynamic positioning (DP):  Computer-directed
    thruster systems that use satellite-based positioning and other
    positioning technologies to ensure the proper counteraction to
    wind, current and wave forces, enabling the vessel to maintain
    its position with respect to the ocean floor without the use of
    anchors. Two DP systems (DP II) provide redundant
    capability that allows the vessel to continue to operate if a
    single fault occurs in one of the two computer systems. Three DP
    systems (DP III) are required for well intervention
    projects and for operations in Norway.
    Four-point vessel:  A vessel with a mooring
    system that uses four anchors, which are spooled out to the sea
    floor by deck-mounted anchor winches, to position the vessel
    over a work site in open waters. A four-point or DP vessel is
    required for subsea construction and commercial diving
    operations in water depths exceeding 220 feet.
    Outer continental shelf of the Gulf of
    Mexico:  The area in the Gulf of Mexico extending
    from the U.S. shoreline to water depths up to
    1,000 feet.
    Hyperbaric rescue chamber:  An additional
    chamber, connected to the saturation diving system, that acts as
    a floating pressurized lifeboat in the event of a vessel
    emergency.
    Moon pool:  An opening in the center of a
    vessel through which a saturation diving system or ROV may be
    deployed, allowing safer deployment in adverse weather
    conditions.
    Multi-chamber saturation diving system:  A
    saturation diving system that includes additional chambers that
    allow some divers to stay at a different pressure level than
    other divers within the system, enabling the divers to work
    simultaneously at different depths.
    Portable saturation diving system:  Saturation
    diving system that is transportable to various offshore
    locations. These systems are typically deployed on barges,
    drilling rigs and third-party vessels that do not consistently
    require deep diving support.
    Remotely operated vehicle (ROV):  Robotic
    vehicles used to complement, support and increase the efficiency
    of diving and subsea operations and for tasks beyond the
    capability of manned diving operations, such as subsea
    construction in water depths greater than 1,000 feet.
    Saturation diving (SAT):  Provides for
    efficient subsea operations in water depths between 200 and
    1,000 feet. Divers stay under pressure in a vessel-mounted
    chamber and are transported to the appropriate depth in a diving
    bell. One-time decompression is conducted after completion of
    the job or a
    30-day
    period, whichever is shorter.
    Surface diving:  Diving operations conducted in
    shallower waters, typically limited to depths of approximately
    300 feet. Diving operations in water depths up to
    170 feet employ compressed air diving, while operations in
    water depths between 170 and 300 feet employ mixed gas
    diving, a technique in which inert nitrogen in air is replaced
    with helium, which allows for longer bottom times at greater
    depths and eliminates the narcotic effect of nitrogen under
    pressure. At greater depths, bottom times become limited and
    decompression times increase significantly. Compressed air or
    mixed gas and communications are supplied to the diver through a
    dive umbilical, tethered to the surface. Based on factors of
    depth and time, divers must decompress after each dive. 95




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##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS  
 PageSUPERIOR OFFSHORE
    INTERNATIONAL, L.L.C.Report of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets as of December 31, 2005 and
    December 31, 2006


F-3Consolidated
    Statements of Operations for the years ended December 31,
    2004, 2005 and 2006


F-4Consolidated
    Statements of Members Equity for the years ended
    December 31, 2004, 2005 and 2006


F-5Consolidated
    Statements of Cash Flows for years ended December 31, 2004,
    2005 and 2006


F-6Notes to
    Consolidated Financial Statements


F-7SUPERIOR OFFSHORE
    INTERNATIONAL, INCReport of
    Independent Registered Public Accounting Firm


F-21Balance Sheet as of
    December 31, 2006


F-22Note to Balance
    Sheet


F-23  
 F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm   
  
   
   
   
     
  
 F-2




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.





Consolidated Balance Sheets





December 31, 2005 and 2006  
 2005


2006AssetsCurrent assets:Cash and cash equivalents

$
3,382,032


$
2,556,068Accounts receivable, net of
    allowance for doubtful accounts of $544,835 and $1,084,453,
    respectively


25,218,089



38,452,431Unbilled receivables


1,616,472



17,258,245Inventory


590,112



693,432Prepaid expenses


740,057



2,194,495Deferred tax assets


101,293



486,629Other current assets


176,882



702,999Total current assets


31,824,937



62,344,299Property and equipment, at cost:


19,995,886



75,631,856Less accumulated depreciation


(3,186,451
)


(6,279,126
)Net property and equipment


16,809,435



69,352,730Other assets:Goodwill






2,950,188Other assets, net


549,633



8,165,001Total assets

$
49,184,005


$
142,812,218Liabilities and Members
    EquityCurrent liabilities:Accounts payable

$
13,466,576


$
31,250,286Accrued expenses


3,954,087



9,743,789Line of credit






4,218,470Notes payable, current portion


1,548,030



3,608,132Income taxes payable


2,842,933



10,561,250Other current liabilities






4,115,260Total current liabilities


21,811,626



63,497,187Notes payable, net of current
    portion


6,601,057



9,759,385Line of credit


2,527,000



Deferred income taxes


2,175,265



5,007,363Other liabilities


56,956



Total liabilities


33,171,904



78,263,935Commitments and contingenciesMembers equity:Members equity


105,064



105,064Accumulated other comprehensive
    income






894,956Retained earnings


15,907,037



63,548,263Total members equity


16,012,101



64,548,283Total liabilities and
    members equity

$
49,184,005


$
142,812,218  
 
   
 F-3




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.



Consolidated
    Statements of Operations

Years
    ended December 31, 2004, 2005 and 2006  
 2004


2005


2006RevenuesDiving services, net

$
22,551,265


$
78,528,077


$
229,516,579Fabrication


979,759



3,716,644



13,378,088Other


242,374



128,551



550,87823,773,398



82,373,272



243,445,545Costs of revenues (excluding
    depreciation and amortization)


14,625,315



41,262,008



131,410,475Operating expensesSelling, general and administrative


3,559,673



13,625,371



27,102,274Depreciation and amortization


711,525



1,497,491



3,147,775Loss on disposal of assets










118,945Insurance


1,543,583



3,633,998



5,830,659Bad debt expense


461,940



702,266



1,664,357Income from operations


2,871,362



21,652,138



74,171,060Interest expense (income), net


239,442



667,810



(140,091
)Income before income taxes


2,631,920



20,984,328



74,311,151Provision for income taxes


904,874



7,008,115



25,825,893Net income

$
1,727,046


$
13,976,213


$
48,485,258  
 
   
 F-4




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.



Consolidated
    Statements of Members Equity

Years
    ended December 31, 2004, 2005 and 2006  
 AccumulatedothercomprehensiveMembers equity


(loss) income


Retained earnings


TotalBalance, January 1, 2004

$
105,064


$



$
208,778


$
313,842Net income










1,727,046



1,727,046Balance, December 31, 2004


105,064







1,935,824



2,040,888Net income










13,976,213



13,976,213Dividend










(5,000
)


(5,000
)Balance, December 31, 2005


105,064







15,907,037



16,012,101Comprehensive income:Net income










48,485,258



48,485,258Unrealized gain on foreign
    currency hedges, net of tax of $538,204






999,522







999,522Foreign currency translations
    adjustments






(104,566
)






(104,566
)Comprehensive income














49,380,214Dividend










(844,032
)


(844,032
)Balance, December 31, 2006

$
105,064


$
894,956


$
63,548,263


$
64,548,283  
 
   
 F-5




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.



Consolidated
    Statements of Cash Flows

Years
    ended December 31, 2004, 2005 and 2006  
 2004


2005


2006Cash provided by operating
    activities:Net income

$
1,727,046


$
13,976,213


$
48,485,258Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


711,525



1,497,491



3,147,775Provision for bad debts


461,940



702,266



1,664,357Loss on disposal of assets










118,945Deferred income taxes


422,441



1,689,686



2,057,576Changes in operating assets and
    liabilities, net of effects of acquisition:Accounts and unbilled receivables


(5,619,719
)


(20,261,340
)


(26,418,698
)Inventory


(421,977
)


(135,597
)


(86,938
)Prepaid expenses


(157,188
)


(378,949
)


(1,454,438
)Other assets


(291,845
)


(334,660
)


(2,077,936
)Accounts payable and accrued
    expenses


3,188,815



11,806,006



20,215,278Income tax payable


488,486



2,568,429



7,718,317Other liabilities


64,485



(53,838
)


(56,956
)Net cash provided by operating
    activities


574,009



11,075,707



53,312,540Cash flows used in investing
    activities:Purchase of property and
    equipment, net of acquisitions


(199,793
)


(14,489,787
)


(53,914,921
)Proceeds from disposal of assets










1,035,422Acquisition of business, net of
    cash acquired










(2,086,961
)Deposits in restricted cash










(4,720,662
)Net cash used in investing
    activities


(199,793
)


(14,489,787
)


(59,687,122
)Cash flows provided by financing
    activities:Payments on notes payable, net of
    assumed debt


(574,746
)


(4,683,249
)


(4,865,773
)Proceeds from notes payable


482,314



9,791,911



9,566,953Draws on line of credit, net


250,000



1,277,000



1,691,470Debt issuance cost






(109,500
)


Dividend paid






(5,000
)


(844,032
)Borrowings from related party


(26,897
)






Net cash provided by financing
    activities


130,671



6,271,162



5,548,618Increase (decrease) in cash and
    cash equivalents


504,887



2,857,082



(825,964
)Cash and cash equivalents,
    beginning of year


20,063



524,950



3,382,032Cash and cash equivalents, end of
    year

$
524,950


$
3,382,032


$
2,556,068Supplemental cash flow disclosuresCash paid for income taxes

$



$
2,750,000


$
16,050,000Cash paid for interest


252,636



627,695



1,518,871Hedging transactions, net of
    deferred tax of $538,203










999,522Supplemental non-cash disclosures
    due to the acquisition of Subtech Offshore (Pty), Ltd. effective
    December 1, 2006:Increase in accounts receivable










4,242,400Increase in property and equipment










3,633,591Increase in accumulated
    depreciation










887,196Assumption of debt










517,250Increase in other noncurrent
    liabilities










7,473,394Increase in deferred tax asset










149,017  
  Supplemental
    financing and investing cash flow disclosures
   
   
 F-6




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.



Notes to
    Consolidated Financial Statements

December 31,
    2006 and 2005  (1)
    Organization
    and Basis of Presentation 
   
 
   
    (2)
    Summary
    of Significant Accounting Policies and Practices 
  (a) Principles
    of Consolidation
 
 
   
 
  (b) Use
    of Estimates
 
   
  (c) Cash
    and Cash Equivalents
 
   
  (d) Accounts
    Receivable and Allowance for Doubtful Accounts
 
   
  (e) Inventory
 
   F-7




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
  (f) Derivative
    Instruments and Hedging Activities
 
 
  Accounting for
    Derivative Instruments and Hedging Activities,
 
 
   
 
   
 
  Superior Achiever Superior
    Achiever
 
 
   
 
  (g) Property
    and Equipment
 
   F-8




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
    YearsLand

Furniture and fixtures

7Machinery and equipment

5  10Diving vessels and equipment

5  10Automobiles, trucks, and trailers

5Leasehold improvements

7  39Buildings

39  
   
 
  (h) Interest
    Capitalization
 
 
   
 
  (i) Deferred
    Drydock Charges
 
   
  30-month
 
 
  (j) Foreign
    Currency
 
 
   
 
   
 
 F-9




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
  
 
  (k) Impairment
    of Long-Lived Assets
 
 
  vessel-by-vessel
 
 
  (l)
    Revenues
    and Expense Recognition 
    percentage-of-completion percentage-of-completion
  
    the customer provides specifications for subsea construction
    projects or for the provision of related services;
    the Company can reasonably estimate its progress towards
    completion and its costs;
    the contract includes provisions as to the enforceable rights
    regarding the goods or services to be provided, consideration to
    be received and the manner and terms of payment;
    the customer can be expected to satisfy its obligations under
    the contract; and
    the Company can be expected to perform its contractual
    obligations. 
  percentage-of-completion
 
 F-10




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
   
 
   
 
  (m)
    Income
    Taxes 
   
  No. 109-1, Application of FASB Statement No. 109, Accounting
    for Income Taxes (SFAS No. 109) to
    the Tax Deduction on Qualified Production Activities Provided by
    the American Jobs Creation Act of 2004 109-1), FSP 109-1 FSP 109-1
 
 
  (n)
    Advertising
    Costs 
 
   
 
  (o)
    Recently
    Issued Accounting Standards 
 
  Share Based Payments Accounting for Stock Issued to Employees. Statement of Cash Flows.
 
 F-11




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##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
  Accounting for Tax Uncertainties
 
 
   
 
  Fair
    Value Measurements
 
 
 
 
  The Fair
    Value Option for Financial Assets and Financial Liabilities
 
  (3)
    Property
    and Equipment 
   
  
 2005


2006Land

$
174,068


$
174,068Furniture and fixtures


760,383



1,100,041Machinery and equipment


3,763,156



5,988,619Diving vessels and equipment


11,748,610



22,195,063Automobiles, trucks, and trailers


295,437



976,041Leasehold improvements


278,500



432,236Buildings


400,732



179,007Construction in progress


2,575,000



44,586,781$
19,995,886


$
75,631,856  
 
  Gulf Diver IV Superior
    Achiever Gulf
    Diver IV Superior Achiever
 
 F-12




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##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  (4)
    Lines of
    Credit 
   
 
   
  (5)
    Notes
    payable 
   
  
 2005


2006Note payable to bank due in
    monthly installments of principal of $78,571 plus interest
    through April 2010, with a final balloon payment of $1,964,286
    due on April 12, 2010, interest at JPMorgans prime
    rate plus .50% per annum (9.04% at December 31, 2006)

$
5,971,429


$
5,028,571Note payable to bank due in
    monthly installments of principal of $37,500 plus interest July
    2006 through June 2011, interest at JPMorgans prime rate
    plus .50% per annum (9.04% at December 31, 2006)


1,814,000



2,025,000Note payable to bank due in
    monthly installments of principal of $30,000 plus interest July
    2006 through June 2011, interest at JPMorgans prime rate
    plus .50% per annum (9.04% at December 31, 2006)






1,620,000Non-revolving line of credit with
    a maximum aggregate principal of $3,600,000






2,908,518Note payable to bank due in
    monthly installments of principal and interest of $1,688 through
    September 2006 with a final payment of $172,080 due on
    September 15, 2006, interest at 6.10% per annum


177,666



Insurance premium financing note
    due in monthly installments of $227,453 from May 12, 2006
    through January 12, 2007 (7.9% per annum)






225,940Insurance premium financing note
    due in monthly installments of $225,783 from August 1, 2006
    through April 1, 2007 (7.9% per annum)






888,538Other notes payable


185,592



670,9508,149,087



13,367,517Less principal due within one year


(1,548,030
)


(3,608,132
)Total long-term notes payable

$
6,601,057


$
9,759,385  
 F-13




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##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
   
   
   
 
   
 
   
 
   
  (6)
    Income
    Taxes 
   
  
 2004


2005


2006Current tax expense:State

$
3,832


$
40,735


$
172,224Federal


478,601



5,277,694



23,596,093Deferred tax expense:State


2,442



19,051



20,846Federal


419,999



1,670,635



1,824,041Foreign










212,689$
904,874


$
7,008,115


$
25,825,893  
 F-14




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##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
   
  
 2005


2006Deferred tax assets:Net operating loss carryforwards

$



$
102,733Allowance for bad debts


192,871



383,896192,871



486,629Deferred tax liabilities:Property and equipment


(1,467,265
)


(3,207,436
)Capital construction fund


(708,000
)


(890,589
)Deferred cost and other


(91,578
)


(909,338
)Total deferred tax liabilities


(2,266,843
)


(5,007,363
)Net deferred tax assets
    (liabilities)

$
(2,073,972
)

$
(4,520,734
)  
 
   
 
   
   
   
  
 2004


2005


2006Tax expense, as expected

$
921,172


$
7,344,515


$
26,008,903State taxes


4,077



38,861



125,496IRC Section 199 deduction










(315,000
)Worker retention tax credit






(430,500
)


Other


(20,375
)


55,239



6,494Actual tax expense

$
904,874


$
7,008,115


$
25,825,893  
 
  (7)
    Commitments
    and Contingencies 
  (a)
    Leases 
   
 F-15




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
   
  
 2007

$
390,6872008


124,5822009


77,9762010


38,6402011


  
  (b)
    Litigation    (c)
    Insurance    (d)
    Purchase
    Commitments 
   
 
   
 
   
 
   
 F-16




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
   
  (e)
    Charters 
   
  (8)
    Major
    Customers 
   
 
   
  (9)
    Related
    Party Transactions 
   
 
   
 
  month-to-month
 
   
   
  (10)
    Contributions
    to Employee Benefit Plan 
   
 F-17




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  (11)
    Fair
    Value of Financial Instruments  Disclosure About Fair Values of
    Financial Instruments,
  (12)
    Hurricane
    Katrina    (13)
    Allowance
    for Doubtful Accounts 
   
  
 Year EndedDecember 31,2004


2005


2006Beginning balance

$
13,076


$
70,225


$
544,835Additions


461,940



702,266



1,664,357Deductions


(404,791
)


(227,656
)


(1,124,739
)Ending balance

$
70,225


$
544,835


$
1,084,453  
 
  (14)  Acquisition
 
 
   
 
   
 
   
 F-18




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
  (15)
    Subsequent
    Events 
 
   
 
   
 
   
 
  Senior Secured Term Loan.
 
 
  Superior Achiever,
 
 
   
 
  Senior Secured Credit Facility.
 
 
   
 
   
 
   
 
   
 F-19




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, L.L.C.
  Notes to
    Consolidated
    Financial Statements  (Continued)
 
  
   
 
 
 
  Adams Surveyor. Adams Surveyor
 
 F-20




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm   
  
   
   
   
     
  
 F-21




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, INC.



BALANCE
    SHEET  December 31, 2006
 
  AssetCash

$
1,000Stockholders
    EquityCommon Stock, par value
    0.01 per share; 1,000 shares authorized;
    1,000 shares issued and outstanding

$
10Additional paid-in capital


990Total stockholders equity

$
1,000    F-22




---



##### Table of Contents



SUPERIOR
    OFFSHORE INTERNATIONAL, INC.



NOTE TO
    BALANCE SHEET  (1)
    Nature of
    Operations     F-23




---



##### Table of Contents



Shares
  
  Common Stock
    PROSPECTUS
    Merrill
    Lynch & Co.
 JPMorgan
   Howard Weil Incorporated
    Johnson Rice & Company L.L.C.
    Simmons & Company
    International
   , 2007




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 13.
    Other
    Expenses of Issuance and Distribution    
 SEC registration fee

$
21,400NASD filing fee


20,500Nasdaq Global Market entry fee


100,000Printing expenses


200,000Legal fees and expenses


*Accounting fees and expenses


600,000Transfer agent fees and expenses


15,000Miscellaneous


*Total

$
*  
 
  *
    To be completed by amendment.  Item 14.
    Indemnification
    of Directors and Officers   
   
 II-1




---



##### Table of Contents



Item 15.
    Recent
    Sales of Unregistered Securities       II-2




---



##### Table of Contents



Item 16.
    Exhibits
    and Financial Statement Schedules  (a)
    Exhibits.  The following exhibits are filed as
    part of this Registration Statement.  
 1
.1*

Form of Purchase Agreement.3
.1*

Form of Amended and Restated
    Certificate of Incorporation.3
.2*

Form of Bylaws.4
.1*

Form of specimen common stock
    certificate.4
.2*

Form of Registration Rights
    Agreement among the Company, Louis E. Schaefer, Jr. and
    Schaefer Holdings, LP.5
.1*

Opinion of Bracewell &
    Giuliani LLP.10
.1*

Form of Employment Agreement
    between the Company and Louis E. Schaefer, Jr.10
.2*

Form of Employment Agreement
    between the Company and James J. Mermis.10
.3*

Form of Employment Agreement
    between the Company and Roger D. Burks.10
.4*

Form of Employment Agreement
    between the Company and R. Joshua Koch, Jr.10
.5*

Form of Employment Agreement
    between the Company and John F. Guarisco.10
.6*

2007 Stock Incentive Plan.10
.7*

Form of Stock Option Agreement.10
.8*

Form of Restricted Stock Award
    Agreement.10
.9

Credit Agreement dated as of
    February 27, 2007 among Superior Offshore International,
    L.L.C., as Borrower, Wilmington Trust Company, as Collateral
    Agent, the several lenders from time to time parties thereto,
    and JPMorgan Chase Bank, N.A., as Administrative Agent.10
.10

Guarantee and Collateral Agreement
    dated as of February 27, 2007 made by Superior Offshore
    International, L.L.C. in favor of Wilmington Trust Company, as
    Collateral Agent.10
.11

Collateral Account Agreement dated
    as of February 27, 2007 made by Superior Offshore
    International, L.L.C. in favor of JPMorgan Chase Bank, N.A., as
    Administrative Agent and as Securities Intermediary for the
    Secured Parties defined therein.10
.12

Credit Agreement dated as of
    February 27, 2007 among Superior Offshore International,
    L.L.C., as Borrower, the lenders party thereto and JPMorgan
    Chase Bank, N.A., as Administrative Agent.10
.13

Pledge and Security Agreement
    dated as of February 27, 2007 by and between Superior
    Offshore International, L.L.C., and JPMorgan Chase Bank, N.A.,
    as Administrative Agent.21
.1**

Subsidiaries of the Company.23
.1

Consent of KPMG LLP.23
.2*

Consent of Bracewell &
    Giuliani LLP (included in Exhibit 5.1).23
.3**

Consent of Spears &
    Associates, Inc.23
.4**

Consent of Quest Offshore
    Resources, Inc.23
.5**

Consent of Douglas-Westwood, Ltd.23
.6

Consent of Patrice Chemin to be
    named as Director.23
.7

Consent of Thomas B. Coleman to be
    named as Director.23
.8

Consent of James L. Persky to be
    named as Director.23
.9

Consent of Eric N. Smith to
    be named as Director.23
.10

Consent of E. Donald Terry to be
    named as a Director.24
.1**

Powers of Attorney.24
.2

Power of Attorney of Roger D.
    Burks.  
       II-3




---



##### Table of Contents



Financial Statement
    Schedules.
  Item 17.
    Undertakings   
   
      bona fide
 II-4




---



##### Table of Contents



SIGNATURES
 
   
    By:
    /s/  James
    J. Mermis    Title:
    President and Chief Executive Officer 
   
  Signature

Title/s/  James
    J. MermisJames
    J. Mermis

President, Chief Executive Officer
    and Director
    (Principal Executive Officer)/s/  Roger
    D. BurksRoger
    D. Burks

Chief Financial Officer and
    Director
    (Principal Financial and Accounting Officer)/s/  Louis
    E.
    Schaefer, Jr.Louis
    E. Schaefer, Jr.

Chairman of the Board/s/  R.
    Joshua
    Koch, Jr.R.
    Joshua Koch, Jr.

Senior Vice President, General
    Counsel, Secretary and Director  II-5




---



##### Table of Contents



EXHIBIT INDEX
  
 1
.1*

Form of Purchase Agreement.3
.1*

Form of Amended and Restated
    Certificate of Incorporation.3
.2*

Form of Bylaws.4
.1*

Form of specimen common stock
    certificate.4
.2*

Form of Registration Rights
    Agreement among the Company, Louis E. Schaefer, Jr. and
    Schaefer Holdings, LP.5
.1*

Opinion of Bracewell &
    Giuliani LLP.10
.1*

Form of Employment Agreement
    between the Company and Louis E. Schaefer, Jr.10
.2*

Form of Employment Agreement
    between the Company and James J. Mermis.10
.3*

Form of Employment Agreement
    between the Company and Roger D. Burks.10
.4*

Form of Employment Agreement
    between the Company and R. Joshua Koch, Jr.10
.5*

Form of Employment Agreement
    between the Company and John F. Guarisco.10
.6*

2007 Stock Incentive Plan.10
.7*

Form of Stock Option Agreement.10
.8*

Form of Restricted Stock Award
    Agreement.10
.9

Credit Agreement dated as of
    February 27, 2007 among Superior Offshore International,
    L.L.C., as Borrower, Wilmington Trust Company, as Collateral
    Agent, the several lenders from time to time parties thereto,
    and JPMorgan Chase Bank, N.A., as Administrative Agent.10
.10

Guarantee and Collateral Agreement
    dated as of February 27, 2007 made by Superior Offshore
    International, L.L.C. in favor of Wilmington Trust Company, as
    Collateral Agent.10
.11

Collateral Account Agreement dated
    as of February 27, 2007 made by Superior Offshore
    International, L.L.C. in favor of JPMorgan Chase Bank, N.A., as
    Administrative Agent and as Securities Intermediary for the
    Secured Parties defined therein.10
.12

Credit Agreement dated as of
    February 27, 2007 among Superior Offshore International,
    L.L.C., as Borrower, the lenders party thereto and JPMorgan
    Chase Bank, N.A., as Administrative Agent.10
.13

Pledge and Security Agreement
    dated as of February 27, 2007 by and between Superior
    Offshore International, L.L.C., and JPMorgan Chase Bank, N.A.,
    as Administrative Agent.21
.1**

Subsidiaries of the Company.23
.1

Consent of KPMG LLP.23
.2*

Consent of Bracewell &
    Giuliani LLP (included in Exhibit 5.1).23
.3**

Consent of Spears &
    Associates, Inc.23
.4**

Consent of Quest Offshore
    Resources, Inc.23
.5**

Consent of Douglas-Westwood, Ltd.23
.6

Consent of Patrice Chemin to be
    named as Director.23
.7

Consent of Thomas B. Coleman to be
    named as Director.23
.8

Consent of James L. Persky to be
    named as Director.23
.9

Consent of Eric N. Smith to be
    named as Director.23
.10

Consent of E. Donald Terry to be
    named as Director.24
.1**

Powers of Attorney.24
.2

Power of Attorney of Roger D.
    Burks.  
 
  *
    
    To be filed by amendment.**
    
    Previously filed.