As filed with the Securities and Exchange Commission on March 23, 1999.

                                                Registration No. 333-




                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 __________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933



                                 __________

                            HORIZON OFFSHORE, INC.
                  (Exact name of registrant as specified in its charter)

DELAWARE                                                   76-0494934
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                     2500 CITYWEST BOULEVARD, SUITE 2200
                            HOUSTON, TEXAS 77042
                       (address, including zip code,
               of Registrant's principal executive offices)


                        HORIZON OFFSHORE 401(K) PLAN
                          (Full title of the plan)

                                 __________


                               DAVID W. SHARP
                          CHIEF FINANCIAL OFFICER
                           HORIZON OFFSHORE, INC.
                     2500 CITYWEST BOULEVARD, SUITE 2200
                               (713) 361-2600
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copy to:

                             WILLIAM B. MASTERS
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                           201 ST. CHARLES AVENUE
                      NEW ORLEANS, LOUISIANA 70170-5100


                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
Title of securities                Amount to be              Proposed maximum           Proposed maximum            Amount of
to be registered                   registered{(1)}        offering price per unit   aggregate offering price    registration fee
<S>                                <C>                    <C>                       <C>                        <C>
Common Stock
($1.00 par value per share)        150,000 shares         $ 6.75                    $ 1,012,500.00              $ 282.00

Participation interests in the
401(k) Plan                                                                                                     $ 0.00         
</TABLE>

(1) Upon a stock split, stock dividend or similar transaction in the future and
    during  the effectiveness of this Registration Statement  involving  Common
    Stock  of   the   Company,   the  number  of  shares  registered  shall  be
    automatically increased to cover  the  additional shares in accordance with
    Rule 416(a) under the Securities Act of 1933.

(2) Estimated  solely  for  the  purpose of calculating  the  registration  fee
    pursuant to Rule 457(c) and (h)(1)  under the Securities Act of 1933, based
    on the average of the high and low price  per  share of the Common Stock on
    The Nasdaq Stock Market on March 18, 1999.


<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed  by Horizon Offshore, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

      (a)   The Company's annual report on Form 10-K for the year ended
December 31, 1998;

      (b)   The  description  of  the Company's Common Stock  included  in  the
Company's  Registration Statement on  Form  8-A  filed  January  22,  1998  and
effective April  1,  1998,  by incorporation by reference to the description of
capital stock provided under  the heading "Description of Capital Stock" of the
Company's Registration Statement on Form S-1 (Registration No. 333-43965).

      All  documents filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c),  14  and  15(d)  of the Securities Exchange Act of 1934
subsequent to the date of this Registration  Statement  and prior to the filing
of a post-effective amendment that indicates that all securities  offered  have
been  sold  or  that  deregisters  all  securities then remaining unsold shall,
except to the extent otherwise provided by  Regulation  S-K  or  any other rule
promulgated  by  the  Commission, be deemed to be incorporated by reference  in
this Registration Statement  and  to  be part hereof from the date of filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Certificate of Incorporation  (the  "Certificate") contains
provisions eliminating the personal liability of the directors  to  the Company
and  its  stockholders  for  monetary  damages  for breaches of their fiduciary
duties as directors to the fullest extent permitted  by  the  Delaware  General
Corporation  Law.  By virtue of these provisions, under current Delaware law  a
director of the  Company will not be personally liable for monetary damages for
a breach of his or  her fiduciary duty except for liability for (a) a breach of
his or her duty of loyalty  to  the Company or to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or  stock  repurchases  or redemptions that are
unlawful  under  Delaware  law and (d) any transaction from  which  he  or  she
receives an improper personal  benefit.   In addition, the Certificate provides
that  if  a Delaware law is amended to authorize  the  further  elimination  or
limitation  of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended.   These provisions pertain only to breaches of duty by directors as
directors and not  in any other corporate capacity, such as officers, and limit
liability only for breaches  of  fiduciary  duties under Delaware corporate law
and not for violations of other laws such as the federal securities laws.

      The Company's By-laws require the Company  to indemnify its directors and
officers against certain expenses and costs, judgments,  settlements  and fines
incurred in the defense of any claim, including any claim brought by or  in the
right  of  the  Company,  to which they were made parties by reason of being or
having  been  directors  and  officers,   subject  to  certain  conditions  and
limitations.

      In  addition,  each  of  the  Company's directors  has  entered  into  an
indemnity agreement with the Company,  pursuant to which the Company has agreed
under certain circumstances to purchase  and  maintain directors' and officers'
liability  insurance.   The  agreements  also provide  that  the  Company  will
indemnify the directors against any costs  and expenses, judgments, settlements
and fines incurred in connection with any claim  involving a director by reason
of his position as director that are in excess of the coverage provided by such
insurance,  provided  that  the director meets certain  standards  of  conduct.
Under the indemnity agreements,  the  Company  is  not required to purchase and
maintain directors' and officers' liability insurance  if  it is not reasonably
available  or, in the reasonable judgment of the Board of Directors,  there  is
insufficient benefit to the Company from the insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      5     In lieu of filing an opinion of counsel as to compliance with ERISA
            or an Internal Revenue Service determination letter that the 401(k)
            Plan  is  qualified under Section 401 of the Internal Revenue Code,
            the undertaking  permitted by Item 8.(b) of Form S-8 is included in
            Item 9.(d) of this Registration Statement.

      23.1  Consent of Arthur Andersen LLP

      23.2  Consent of Jones, Walker, Waechter, Poitevent, Carrere &
            Denegre, L.L.P. (included in Exhibit 5).

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to  this registration statement to include any
material information with respect to the  plan  of  distribution not previously
disclosed  in  the  registration  statement  or  any material  change  to  such
information in the registration statement.

            (2)   That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment  shall  be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the  initial
bona fide offering thereof.

            (3)   To  remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which  remain  unsold  at  the
termination of the offering.

      (b)   The  undersigned registrant hereby undertakes that, for purposes of
determining any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and, where applicable,  each  filing  of  an
employee  benefit plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 (the  "Act") may be permitted to directors, officers and
controlling persons of the registrant  pursuant to the foregoing provisions, or
otherwise,  the  registrant  has  been advised  that  in  the  opinion  of  the
Securities  and Exchange Commission  such  indemnification  is  against  public
policy as expressed  in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification  against  such  liabilities  (other  than  the
payment  by  the registrant of expenses incurred or paid by a director, officer
or controlling  person  of  the  registrant  in  the  successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer  or
controlling  person  in  connection  with the securities being registered,  the
registrant will, unless in the opinion  of  its  counsel  the  matter  has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy  as
expressed  in  the  Act  and will be governed by the final adjudication of such
issue.

      (d)   The registrant  will  submit  the Horizon Offshore 401(k) Plan (the
"Plan")  and  any amendment to the Internal Revenue  Service  (the  "IRS")  for
qualification under Section 401 of the Internal Revenue Code in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.
<PAGE>
                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all  the  requirements  for filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on March 23, 1999.

                                          HORIZON OFFSHORE, INC.


                                          By:    /s/ DAVID W. SHARP
                                                     David W. Sharp
                                              Executive Vice President and
                                                 Chief Financial Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE  PRESENTS, that each person whose signature appears
immediately below constitutes  and  appoints each of Jonathan D. Pollock, David
W. Sharp and Bill J. Lam, or any one  of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents  in  connection  therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act  and  thing
requisite and necessary to be done, as fully to all intents and purposes as  he
might  or  could  do  in  person, hereby ratifying and confirming all that said
attorney-in-fact and agent  or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

      Pursuant  to  the requirements  of  the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        SIGNATURE                         TITLE                    DATE


/s/ JONATHAN D. POLLOCK           Chairman of the Board      March 15, 1999
    Jonathan D. Pollock


    /s/ BILL J. LAM              President and Director      March 23, 1999
        Bill J. Lam           (Principal Executive Officer)


  /S/ DAVID W. SHARP             Chief Financial Officer     March 23, 1999
      David W. Sharp            (Principal Financial and
                                   Accounting Officer)

   /S/ JAMES DEVINE                     Director             March 23, 1999
       James Devine


   /S/ GUNNAR HIRSTI                    Director             February 22, 1999
       Gunnar Hirsti


/S/ EDWARD L. MOSES, JR.                Director             February 26, 1999
    Edward L. Moses, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14589}]
{"company-data": {"conformed-name": "HORIZON OFFSHORE INC", "cik": "0001051431", "assigned-sic": "3533", "irs-number": "760494934", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74867", "film-number": "99570461"}, "business-address": {"street1": "HORIZON OFFSHORE INC", "street2": "2500 CITY WEST BLVD., STE. 2200", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7133612600"}, "mail-address": {"street1": "HORIZON OFFSHORE INC", "street2": "2500 CITY WEST BLVD., STE. 2200", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
As filed with the Securities and Exchange Commission on March 23, 1999.

                                                Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 __________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

                                 __________

                            HORIZON OFFSHORE, INC.
                  (Exact name of registrant as specified in its charter)

DELAWARE                                                   76-0494934
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                     2500 CITYWEST BOULEVARD, SUITE 2200
                            HOUSTON, TEXAS 77042
                       (address, including zip code,
               of Registrant's principal executive offices)

                        HORIZON OFFSHORE 401(K) PLAN
                          (Full title of the plan)

                                 __________

                               DAVID W. SHARP
                          CHIEF FINANCIAL OFFICER
                           HORIZON OFFSHORE, INC.
                     2500 CITYWEST BOULEVARD, SUITE 2200
                               (713) 361-2600
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copy to:

                             WILLIAM B. MASTERS
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                           201 ST. CHARLES AVENUE
                      NEW ORLEANS, LOUISIANA 70170-5100

                       CALCULATION OF REGISTRATION FEE
Title of securities                Amount to be              Proposed maximum           Proposed maximum            Amount of
to be registered                   registered{(1)}        offering price per unit   aggregate offering price    registration fee
Common Stock
($1.00 par value per share)        150,000 shares         $ 6.75                    $ 1,012,500.00              $ 282.00

Participation interests in the
401(k) Plan                                                                                                     $ 0.00
(1) Upon a stock split, stock dividend or similar transaction in the future and
    during  the effectiveness of this Registration Statement  involving  Common
    Stock  of   the   Company,   the  number  of  shares  registered  shall  be
    automatically increased to cover  the  additional shares in accordance with
    Rule 416(a) under the Securities Act of 1933.

(2) Estimated  solely  for  the  purpose of calculating  the  registration  fee
    pursuant to Rule 457(c) and (h)(1)  under the Securities Act of 1933, based
    on the average of the high and low price  per  share of the Common Stock on
    The Nasdaq Stock Market on March 18, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed  by Horizon Offshore, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

      (a)   The Company's annual report on Form 10-K for the year ended
December 31, 1998;

      (b)   The  description  of  the Company's Common Stock  included  in  the
Company's  Registration Statement on  Form  8-A  filed  January  22,  1998  and
effective April  1,  1998,  by incorporation by reference to the description of
capital stock provided under  the heading "Description of Capital Stock" of the
Company's Registration Statement on Form S-1 (Registration No. 333-43965).

      All  documents filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c),  14  and  15(d)  of the Securities Exchange Act of 1934
subsequent to the date of this Registration  Statement  and prior to the filing
of a post-effective amendment that indicates that all securities  offered  have
been  sold  or  that  deregisters  all  securities then remaining unsold shall,
except to the extent otherwise provided by  Regulation  S-K  or  any other rule
promulgated  by  the  Commission, be deemed to be incorporated by reference  in
this Registration Statement  and  to  be part hereof from the date of filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Certificate of Incorporation  (the  "Certificate") contains
provisions eliminating the personal liability of the directors  to  the Company
and  its  stockholders  for  monetary  damages  for breaches of their fiduciary
duties as directors to the fullest extent permitted  by  the  Delaware  General
Corporation  Law.  By virtue of these provisions, under current Delaware law  a
director of the  Company will not be personally liable for monetary damages for
a breach of his or  her fiduciary duty except for liability for (a) a breach of
his or her duty of loyalty  to  the Company or to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or  stock  repurchases  or redemptions that are
unlawful  under  Delaware  law and (d) any transaction from  which  he  or  she
receives an improper personal  benefit.   In addition, the Certificate provides
that  if  a Delaware law is amended to authorize  the  further  elimination  or
limitation  of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended.   These provisions pertain only to breaches of duty by directors as
directors and not  in any other corporate capacity, such as officers, and limit
liability only for breaches  of  fiduciary  duties under Delaware corporate law
and not for violations of other laws such as the federal securities laws.

      The Company's By-laws require the Company  to indemnify its directors and
officers against certain expenses and costs, judgments,  settlements  and fines
incurred in the defense of any claim, including any claim brought by or  in the
right  of  the  Company,  to which they were made parties by reason of being or
having  been  directors  and  officers,   subject  to  certain  conditions  and
limitations.

      In  addition,  each  of  the  Company's directors  has  entered  into  an
indemnity agreement with the Company,  pursuant to which the Company has agreed
under certain circumstances to purchase  and  maintain directors' and officers'
liability  insurance.   The  agreements  also provide  that  the  Company  will
indemnify the directors against any costs  and expenses, judgments, settlements
and fines incurred in connection with any claim  involving a director by reason
of his position as director that are in excess of the coverage provided by such
insurance,  provided  that  the director meets certain  standards  of  conduct.
Under the indemnity agreements,  the  Company  is  not required to purchase and
maintain directors' and officers' liability insurance  if  it is not reasonably
available  or, in the reasonable judgment of the Board of Directors,  there  is
insufficient benefit to the Company from the insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      5     In lieu of filing an opinion of counsel as to compliance with ERISA
            or an Internal Revenue Service determination letter that the 401(k)
            Plan  is  qualified under Section 401 of the Internal Revenue Code,
            the undertaking  permitted by Item 8.(b) of Form S-8 is included in
            Item 9.(d) of this Registration Statement.

      23.1  Consent of Arthur Andersen LLP

      23.2  Consent of Jones, Walker, Waechter, Poitevent, Carrere &
            Denegre, L.L.P. (included in Exhibit 5).

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to  this registration statement to include any
material information with respect to the  plan  of  distribution not previously
disclosed  in  the  registration  statement  or  any material  change  to  such
information in the registration statement.

            (2)   That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment  shall  be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the  initial
bona fide offering thereof.

            (3)   To  remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which  remain  unsold  at  the
termination of the offering.

      (b)   The  undersigned registrant hereby undertakes that, for purposes of
determining any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and, where applicable,  each  filing  of  an
employee  benefit plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is incorporated by reference in the
registration  statement  shall be deemed to be  a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 (the  "Act") may be permitted to directors, officers and
controlling persons of the registrant  pursuant to the foregoing provisions, or
otherwise,  the  registrant  has  been advised  that  in  the  opinion  of  the
Securities  and Exchange Commission  such  indemnification  is  against  public
policy as expressed  in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification  against  such  liabilities  (other  than  the
payment  by  the registrant of expenses incurred or paid by a director, officer
or controlling  person  of  the  registrant  in  the  successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer  or
controlling  person  in  connection  with the securities being registered,  the
registrant will, unless in the opinion  of  its  counsel  the  matter  has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy  as
expressed  in  the  Act  and will be governed by the final adjudication of such
issue.

      (d)   The registrant  will  submit  the Horizon Offshore 401(k) Plan (the
"Plan")  and  any amendment to the Internal Revenue  Service  (the  "IRS")  for
qualification under Section 401 of the Internal Revenue Code in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.
SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all  the  requirements  for filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on March 23, 1999.

                                          HORIZON OFFSHORE, INC.

                                          By:    /s/ DAVID W. SHARP
                                                     David W. Sharp
                                              Executive Vice President and
                                                 Chief Financial Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE  PRESENTS, that each person whose signature appears
immediately below constitutes  and  appoints each of Jonathan D. Pollock, David
W. Sharp and Bill J. Lam, or any one  of them, his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents  in  connection  therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act  and  thing
requisite and necessary to be done, as fully to all intents and purposes as  he
might  or  could  do  in  person, hereby ratifying and confirming all that said
attorney-in-fact and agent  or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

      Pursuant  to  the requirements  of  the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        SIGNATURE                         TITLE                    DATE

/s/ JONATHAN D. POLLOCK           Chairman of the Board      March 15, 1999
    Jonathan D. Pollock

    /s/ BILL J. LAM              President and Director      March 23, 1999
        Bill J. Lam           (Principal Executive Officer)

  /S/ DAVID W. SHARP             Chief Financial Officer     March 23, 1999
      David W. Sharp            (Principal Financial and
                                   Accounting Officer)

   /S/ JAMES DEVINE                     Director             March 23, 1999
       James Devine

   /S/ GUNNAR HIRSTI                    Director             February 22, 1999
       Gunnar Hirsti

/S/ EDWARD L. MOSES, JR.                Director             February 26, 1999
    Edward L. Moses, Jr.