GULFMARK OFFSHORE INC
8-K, 1998-05-12
OIL & GAS FIELD MACHINERY & EQUIPMENT
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<PAGE>1
                        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):  May 12, 1998


                           GulfMark Offshore, Inc.
          ------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                     Delaware
          ------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


          000-22853                                  76-0526032
   -------------------------                   ----------------------
  (Commission File Number)               (I.R.S. Employer Identification No.)


   5 Post Oak Park, Suite 1170, Houston, Texas                     77027
   -------------------------------------------                   ----------
   (Address of Principal Executive Offices)                       (Zip Code)


                                   (713)963-9522
          -------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                          N/A
          --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





                     (Exhibit Index Located on Page 3)


                                         1

<PAGE>2

ITEM 5.    OTHER EVENTS
- -------    ------------

     On May 12, 1998, GulfMark Offshore, Inc. announced it will offer to sell 
$130 million principal amount of Senior Notes due 2008.  Closing is expected to 
occur in June 1998.  Net proceeds to the Company after costs of the transaction 
will be used to repay in full all indebtedness of the Company 
under its existing credit facilities, and to the extent net proceeds are 
available, for general corporate purposes, including a portion of the capital 
expenditures associated with vessels currently under construction.  In 
conjunction with the sale of the Senior Notes, the Company will obtain a new 
credit facility from its banks.  The Senior Notes will be issued pursuant to a 
144A private placement.  The Senior Notes have not been registered under the 
Securities Act of 1933 and may not be offered or sold in the United States 
absent registration or an applicable exemption from the registration 
requirements.  Additional information is included in the Company's 
press release dated May 12, 1998, which is attached hereto as Exhibit 99.1 

(b)   Exhibits.

Exhibit No.                   Description
- -----------       ----------------------------------------
 99.1             Press Release dated May 12, 1998



                               SIGNATURES

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

                                              GulfMark Offshore, Inc.


Date: May 12, 1998                            By: /s/ Frank R. Pierce
                                              -------------------------  
                                              Executive Vice President

                                     











                                   2

<PAGE>3

                               EXHIBIT INDEX

Exhibit No.                   Description
- -----------       ----------------------------------------
99.1              Press Release dated May 12, 1998













































                                         3


                     GulfMark Offshore, Inc.
                    5 Post Oak Park, Suite 1170
                    Houston, Texas 77027-3414

                         PRESS RELEASE
                     FOR IMMEDIATE RELEASE

   GULFMARK OFFSHORE ANNOUNCES OFFER TO SELL $130,000,000 
                       SENIOR NOTES DUE 2008


     Houston, Texas, (May 12, 1998) - GulfMark Offshore, 
Inc. (NASDAQ: GMRK) announced today it will offer to sell 
$130 million principal amount of Senior Notes due 2008.  
Closing is expected to occur in June 1998.  Net proceeds to 
the Company after costs of the transaction will be used to 
repay in full all indebtedness of the Company under its 
existing credit facilities, and to the extent net proceeds 
are available, for general corporate purposes, including a 
portion of the capital expenditures associated with vessels 
currently under construction.  In conjunction with the sale 
of the Senior Notes, the Company will obtain a new credit 
facility from its banks.  The Senior Notes will be issued 
pursuant to a 144A private placement.  The Senior Notes have 
not been registered under the Securities Act of 1933 and may 
not be offered or sold in the United States absent 
registration or an applicable exemption from the 
registration requirements.

     GulfMark Offshore, Inc. provides marine transportation 
services to the energy industry with a fleet of thirty-four 
(34) offshore support vessels primarily in the North Sea, 
Southeast Asia and Brazil.


Contact:   Frank R. Pierce, Executive Vice President
           (713) 963-9522



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