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Registration No. 333-
   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 
 Superior Offshore International, Inc.
  Delaware
    
    72-1264943(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 900 S. College Road, Suite 301
Lafayette, Louisiana 70503
 Superior Offshore International, Inc. 2007 Stock Incentive Plan
 R. Joshua Koch, Jr.
Superior Offshore International, Inc.
900 S. College Road, Suite 301
Lafayette, Louisiana 70503
 (337) 233-5933
 Copy to:
 William S. Anderson, Esq.
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
Telephone: (713) 221-1122
Facsimile: (713) 437-5370
 
  Title of Each Class
    
    
    
    
    
    Proposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofof Securities
    
    
    Amount to be
    
    
    Offering Price
    
    
    Aggregate Offering
    
    
    Registrationto be Registered
    
    
    Registered
    
    
    Per Share
    
    
    Price
    
    
    FeeCommon Stock, par value
$0.01 per share
    
    
    4,000,000 shares (1)
    
    
    $
    16.86
    (2)
    
    
    $
    67,440,000
    
    
    

    $2,071
 (1)
    
    Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also
covers an indeterminate number of additional shares as may become issuable under the plan
pursuant to the anti-dilution provisions thereof.(2)
    
    Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of computing the
registration fee and based upon the average of the high and low sales price of the common
stock reported on the Nasdaq Global Market on April 24, 2007.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESINDEX TO EXHIBITSAmended Certificate of IncorporationBylawsOpinion of Bracewell & Giuliani LLP2007 Stock Incentive PlanConsent of KPMG LLP    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS




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PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  1.
    
    The Companys prospectus dated April 19, 2007 as filed with the SEC pursuant to
Rule 424(b) under the Securities Act; and2.
    
    The description of the Companys common stock, par value $0.01 per share (the
Common Stock), contained in the Companys Registration Statement on Form 8-A, as
filed with the Commission on April 18, 2007, as such description may be amended from
time to time.
   
 Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.




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Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits.
  ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of Superior Offshore
International, Inc.3.2
    
    Bylaws of Superior Offshore International, Inc.4.1
    
    Form of specimen common stock certificate (incorporated by reference to Exhibit 4.1
to the Companys Registration Statement on Form S-1 (Registration No. 333-136567)
(the Form S-1))5.1
    
    Validity Opinion of Bracewell & Giuliani LLP10.1
    
    Superior Offshore International 2007 Stock Incentive Plan10.2
    
    Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Form
S-1)10.3
    
    Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.8
to the Form S-1)23.1
    
    Consent of KPMG LLP23.2
    
    Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1)24.1
    
    Powers of Attorney (set forth on the signature pages hereto)




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Item 9. Undertakings.
      Provided, however,




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SIGNATURES
 th
 SUPERIOR OFFSHORE INTERNATIONAL, INC.(Registrant)By:
    
    /s/ James J. MermisName:
    
    James J. MermisTitle:
    
    President and Chief Executive Officer
 POWER OF ATTORNEY
   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 Officer and
Principal
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




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Signature
    
    Title/s/ Leon CodronLeon Codron
    
    DirectorThomas B. Coleman
    
    DirectorJames L. Persky
    
    Director/s/ Eric N. SmithEric N. Smith
    
    Director/s/ E. Donald TerryE. Donald Terry
    
    Director




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of Superior Offshore
International, Inc.3.2
    
    Bylaws of Superior Offshore International, Inc.4.1
    
    Form of specimen common stock certificate (incorporated by reference to Exhibit 4.1
to the Companys Registration Statement on Form S-1 (Registration No. 333-136567)
(the Form S-1))5.1
    
    Validity Opinion of Bracewell & Giuliani LLP10.1
    
    Superior Offshore International 2007 Stock Incentive Plan10.2
    
    Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Form
S-1)10.3
    
    Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.8
to the Form S-1)23.1
    
    Consent of KPMG LLP23.2
    
    Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1)24.1
    
    Powers of Attorney (set forth on the signature pages hereto)