8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2008

SUPERIOR OFFSHORE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-33412
(Commission File Number) 72-1264943
(I.R.S. Employer Identification No.)

717 Texas Avenue, Suite 3150
Houston, Texas (Address of principal executive offices)	77002 (Zip Code)

Registrant’s telephone number, including area code: (713) 910-1875

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     (a) On April 19, 2008, Superior Offshore International, Inc. (the “Company”) received a letter dated April 17, 2008 from The Nasdaq Stock Market stating that it has not received the Company’s Form 10-K for the period ended December 31, 2007 as required by Marketplace Rule 4310(c)(14), and that unless the Company requests an appeal, the Company’s common stock will be suspended from trading at the opening business on April 28th, 2008, and that a Form 25-NSE will be filed with the Securities and Exchange Commission (the “Commission”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

     Marketplace Rule 4310(c)(14) requires issuers whose securities are traded on Nasdaq to file with Nasdaq copies of all reports and other documents filed or required to be filed with the Commission. The Company has not filed its Form 10-K for the year ended December 31, 2007.

     As of the date of this Report, the Company does not intend to appeal the determination of The Nasdaq Stock Market to suspend the Company’s common stock from trading or removing the Company’s common stock from registration on The Nasdaq Stock Market.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibits are filed herewith:

99.1 Press Release issued by Superior Offshore International, Inc. dated April 23, 2008.

-2-

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUPERIOR OFFSHORE INTERNATIONAL, INC.
Dated: April 23, 2008	By:	/s/ E. Donald Terry
		E. Donald Terry
		President and Chief Executive Officer

-3-

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release issued by Superior Offshore International, Inc. dated April 23, 2008

-4-

EX-99.1

EXHIBIT 99.1

[Superior Letterhead]

Superior Offshore International Announces Receipt of Delisting Notice From NASDAQ

HOUSTON, April 23, 2008, 2008 /PRNewswire-FirstCall via COMTEX News Network/ — Superior Offshore International, Inc. (Nasdaq: DEEP) (the “Company”) today announced that it received a delisting notice from the Nasdaq’s Listing Qualifications Department citing the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2007 (the “Form 10-K”) in accordance with the filing requirements for continued listing set forth in Marketplace Rule 4310(c)(14). The notice indicates that the Company’s common stock is subject to delisting from The Nasdaq Stock Market at the opening of business on April 28, 2008, unless the Company requests a hearing in accordance with the Nasdaq Marketplace Rules. The Company does not intend to request such a hearing.

The Company previously announced its failure to timely file its Form 10-K on April 1, 2008.

About Superior Offshore International, Inc.

Superior Offshore is a leading provider of subsea construction and commercial diving services to the offshore oil and gas industry, serving operators internationally and domestically in the outer continental shelf of the U.S. Gulf of Mexico. Construction services include installation, upgrading and decommissioning of pipelines and production infrastructure. Commercial diving services include inspection, maintenance and repair services and support services for subsea construction and salvage operations. The company also operates a construction/fabrication division. Superior Offshore operates a fleet of seven service vessels and provides remotely operated vehicles (ROVs) and saturation diving systems for deepwater and harsh environment operations.

Forward-Looking Statements

Certain statements contained in this news release are forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. Although it is not possible to identify all factors, Superior Offshore continues to face many risks and uncertainties. Some of the factors that could cause actual future results to differ materially are described under the caption “Risk Factors” in Superior Offshore’s Prospectus, dated April 19, 2007 and filed with the Securities and Exchange Commission (“SEC”) on April 20, 2007, and Superior Offshore’s other filings with the SEC, which may be obtained by visiting the Investor Relations section of Superior Offshore’s website under “Financial Information” at http://www.superioroffshore.com or from the SEC’s website at http://www.sec.gov.

Contact:
Superior Offshore International, Inc.
713-910-1875