HORIZON OFFSHORE INC
424B3, 1999-08-18
OIL & GAS FIELD MACHINERY & EQUIPMENT
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PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JULY 16, 1999)


     On August 13, 1999, Det Sondenfjelds-Norske Dampskibsselskab ASA
agreed to sell the 4,125,000 shares of our common stock offered by the
prospectus to various purchasers.  Raymond James & Associates, Inc.
acted as sales agent in connection with these transactions and
purchased a de minimis number of the offered shares for its own
account.  We will not receive any proceeds from the sale of common
stock by the selling shareholder.





        The date of this supplement is August 17, 1999.



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