Exhibit 4.8.4


    
      
        

      


      Exhibit
        4.8.4

      


      AMENDMENT
        NO. 3 

      TO
        THE

      GULFMARK
        OFFSHORE, INC.

      1997
        INCENTIVE EQUITY PLAN

      


      


      Pursuant
        to the terms and provisions of Article 6 of the GulfMark Offshore, Inc. 1997
        Incentive Equity Plan (the “Plan”), GulfMark Offshore, Inc., a Delaware
        corporation (the “Company”) hereby adopts the following Amendment No. 3 to the
        Plan (the “Amendment No. 3”). 

      


      ARTICLE
        I.   AMENDMENTS
        TO THE PLAN

       

      1.01.  The
        following language is hereby added to the end of Section 4.1 of the Plan:
        

       

       

      If
        the
        Company’s shareholders approve an amendment to the Plan that either increases
        the maximum number of shares of Stock that may be delivered to Participants
        and
        their beneficiaries under the Plan or that changes the class or classes of
        Participants eligible to receive awards under the Plan, then the ten year
        period
        during which Incentive Stock Options may be granted under the Plan shall
        be
        measured from the later of the date on which the amendment is adopted by
        the
        Board of Directors or the date the amendment is approved by shareholders.
        

       

      


      1.02.  Section
        4.2(a)(i) of the Plan is hereby amended in its entirety by substituting the
        following therefor: 

       

      


      Subject
        to the following provisions of this Section 4.2, the maximum number of shares
        of
        Stock that may be delivered to Participants and their beneficiaries under
        the
        Plan shall be 2,000,000 shares of Stock. 

      


      1.03.  Section
        4.2(b)(i) of the Plan is hereby amended in its entirety by substituting the
        following therefor: 

       

      The
        maximum number of shares of Stock that may be issued upon exercise of Options
        intended to be Incentive Stock Options shall be the maximum number of shares
        of
        Stock that may be delivered under the Plan, from time to time. 

      


      1.04.  Section
        7(g) the Plan is hereby amended in its entirety by substituting the following
        therefor:

       

      Fair
        Market Value. The “Fair Market Value” means (i) during such time as the Common
        Stock is listed upon NASDAQ or other exchanges, the closing price of the
        Common
        Stock as reported by such stock exchange or exchanges on the day for which
        such
        value is to be determined, or, if no sale of the Common Stock shall have
        been
        made on any such stock exchange that day, on the next preceding day on which
        there was a sale of such Common Stock, or (ii) during any such time as the
        Common Stock is not listed upon an established stock exchange, the mean between
        dealer “bid” and “ask” prices of the Common Stock in the over-the-counter market
        on the day for which such value is to be determined, as reported by the National
        Association of Securities Dealers, Inc. 

      



      
        
           

        

        
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      ARTICLE
        II.  PLAN
        ADOPTION

       

      2.01.  Each
        amendment made by this Amendment No. 3 to the Plan has been effected in
        conformity with the provisions of the Plan. This Amendment No. 3 was adopted
        by
        the Board of Directors of the Company on March 21, 2007 and approved by the
        shareholders of the Company on May 18, 2007.

       

      2.02.  At
        the
        time of the adoption of this Amendment No. 3 to the Plan, 22,769,131 shares
        of
        the Company’s common stock, $0.01 par value, were outstanding and entitled to
        vote. At the shareholders’ meeting held on May 18, 2007, 21,115,157 shares of
        the Company’s Common Stock were represented in person or by proxy, of which
        12,487,501 shares were voted for this Amendment No. 3 to the Plan, 5,624,294
        shares were voted against this Amendment No. 3 to the Plan, 68,755 shares
        abstained from voting and 2,934,607 shares of broker no-votes.

       

      Dated:
        May 18, 2007

      


      GulfMark
        Offshore, Inc. 

      


      


      By:
        /s/
        Edward A. Guthrie

      Name:
        Edward A. Guthrie

      Title:
        Executive V.P. - Finance & CFO

       

      
        
           

        

        
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