SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RILEY RICHARD W

(Last)

(First)

(Middle)

B RILEY AND CO

11100 SANTA MONICA BLVD STE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2005		C		275,624	A	⁽¹⁾⁽²⁾	305,468	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾⁽²⁾	12/12/2005		J⁽¹⁾⁽²⁾		497.39		12/12/2005	12/12/2005	Common Stock	275,624	⁽¹⁾⁽²⁾	497.39	D
Series B Preferred Stock	⁽¹⁾⁽²⁾	12/12/2005		C			497.39	12/12/2005	12/12/2005	Common Stock	275,624	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. The Reporting Person acquired 497.39 shares of the Issuer's Series B Preferred Stock on June 10, 2005. Pursuant to amendments to the Issuer's certificate of incorporation, effective December 12, 2005, these shares of Series B Preferred Stock became immediately, mandatorily, convertible into an aggregate of 275,624 shares of the Issuer's Common Stock. The Reporting Person had previously received the Series B Preferred Stock in exchange for shares of the Issuer's Series A Preferred Stock and the extinguishment of certain debt of the Issuer (all as more fully described in a Statement on Schedule 13D filed on April 11, 2005 (as amended on September 19, 2005 and December 14, 2005)). The Reporting Person did not provide any additional consideration in connection with the transactions reported on this Form 4.

2. The Reporting Person had previously filed a Form 3 because the Reporting Person had interests which may have been generally aligned with other parties to a March 31, 2005 recapitalization letter agreement (together holding in excess of 10% of the then outstanding common stock of the issuer), which parties had agreed to vote their shares in a particular manner in connection with certain amendments to the Issuer's certificate of incorporation. Regardless, the filer disclaimed any beneficial interest in the shares held by any other parties to the recapitalization letter agreement, except as shown on that Form 3 and any related Form 4s. The previous basis for filing no longer exists.

	/s/ Richard W. Riley	12/14/2005
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.