SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MILLER LLOYD I III

(Last)

(First)

(Middle)

4550 GORDON DRIVE

(Street)

NAPLES

34102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2005

3. Issuer Name and Ticker or Trading Symbol
HORIZON OFFSHORE INC [ HOFF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,868,354	D
Common Stock	1,998,147⁽¹⁾	I	By Lloyd I. Miller, III, Trust A-4
Common Stock	29,844⁽¹⁾	I	By Lloyd I. Miller, III, Trustee GST f/b/o Catherine C. Miller
Common Stock	29,844⁽¹⁾	I	By Lloyd I. Miller, III, custodian under Florida UGMA for Alexandra B. Miller
Common Stock	3,635,734⁽¹⁾	I	By Milfam I L.P.
Common Stock	1,998,147⁽¹⁾	I	By Milfam II L.P.
Common Stock	57,361⁽¹⁾	I	By Milfam LLC
Common Stock	99,687⁽¹⁾	I	By Milgrat II Premium
Common Stock	29,844⁽¹⁾	I	By Lloyd I. Miller, III, Trustee, GST f/b/o Lloyd I. Miller

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	D
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Lloyd I. Miller, III, Trustee, GST f/b/o Lloyd I. Miller
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Lloyd I. Miller, III, Trust A-4
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Lloyd I. Miller, III, Trustee GST f/b/o Catherine C. Miller
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Lloyd I. Miller, III, custodian under Florida UGMA for Alexandra B. Miller
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Milfam I L.P.
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Milfam II L.P.
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	By Milfam LLC
Series B Mandatorily Convertible Redeemable Preferred Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	0⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	I	Milgrat II Premium

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this filing.

2. As part of the Company's recapitalization plan, the reporting person, as a holder of certain of the Company's subordinated notes and its Series A Redeemable Participating Preferred Stock (the "Series A Preferred"), agreed to exchange such subordinated notes and the Series A Preferred for a proportional interest of an aggregate amount of one million shares of Series B Mandatorily Convertible Redeemable Preferred Stock (the "Series B Preferred") and 60 million shares of Common Stock to be issued by the Company in connection with its recapitalization plan.

3. Pursuant to the Company's Certificate of Designation, Preferences and Rights of Series B Mandatorily Convertible Redeemable Preferred Stock, filed as Exhibit 10.2 to the Company's form 8-K filed on April 4, 2005 (the "Certificate of Designation"), the Series B Preferred (as defined in the previous footnote) automatically converts to Common Stock upon certain amendments to the Company's certificate of incorporation (as set forth in the Certificate of Designation), according to the formula set forth in below: Conversion Rate= (X-60,000,000)/1,000,000; where X equals the number of Fully Diluted Outstanding (as defined in the Certificate of Designation) shares of Common Stock on March 31, 2005 divided by .05 as such number may be adjusted in accordance with the Certificate of Designation.

Remarks:

	/s/ Paul N. Silverstein Attorney-in-fact	04/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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