HORNBECK OFFSHORE SERVICES INC, S-3/A, 1995-10-27

HORNBECK OFFSHORE SERVICES INC
S-3/A, 1995-10-27
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<PAGE> 1

As filed with the Securities and Exchange Commission on October 27, 1995

Registration No. 33-60875
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

<TABLE>
<S> <C>
DELAWARE 74-2153030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

7707 Harborside Drive
Galveston, Texas 77554

(409) 744-9500

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

--------------------------
LARRY D. HORNBECK
PRESIDENT
7707 HARBORSIDE DRIVE
GALVESTON, TEXAS 77554
(409) 744-9500

(Name, address, including zip code, and telephone number
including area code, of agent for service)

--------------------------
WITH COPIES TO:

R. CLYDE PARKER, JR., ESQ.
KECK, MAHIN & CATE

1200 FIRST CITY TOWER

1001 FANNIN STREET
HOUSTON, TEXAS 77002

(713) 650-1500

--------------------------

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

--------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box./ /

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================

<PAGE> 2

PROSPECTUS
- ----------

480,588 SHARES

--LOGO--

HORNBECK OFFSHORE SERVICES, INC.

COMMON STOCK

--------------------------

The 480,588 shares of Common Stock, $.10 par value (the "Common
Stock"), of Hornbeck Offshore Services, Inc. (the "Company") offered hereby are
being sold by certain stockholders (the "Selling Stockholders"). See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
such shares by the Selling Stockholders.

The Common Stock is traded in the over-the-counter market and quoted on
the Nasdaq National Market under the trading symbol "HOSS." On October 25, 1995,
the last reported sale price of the Common Stock on the Nasdaq National Market
was $14-9/16. See "Price Range of Common Stock and Dividend Policy."

SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.

--------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

--------------------------

The sale by the Selling Stockholders of the shares covered by this
Prospectus may be effected from time to time in one or more transactions (which
may involve block transactions) in the over-the-counter market, on the National
Association of Securities Dealers Automated Quotation System, Inc., on any
exchange on which the Common Stock may then be listed, in negotiated
transactions or otherwise. Sales will be effected at such prices and for such
consideration as may be obtainable from time to time. Commission expenses and
brokerage fees, if any, will be paid individually by the Selling Stockholders.
See "Plan of Distribution."

The date of this Prospectus is October 27, 1995.

<PAGE> 3

AVAILABLE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits thereto, referred to as
the "Registration Statement") filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all the
information contained in the Registration Statement, certain portions of which
are omitted as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
thereto, which may be inspected at the Commission's offices, without charge, or
copies of which may be obtained from the Commission upon payment of prescribed
fees. Statements contained in this Prospectus as to the contents of any contract
or other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company with the Commission may be inspected and copied at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of the Commission
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and Seven World Trade Center, New York, New York 10048. Copies of
such material may also be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by reference
herein:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;

2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;

3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.

4. The Company's Form 8-K-A dated January 27, 1995 amending its
Current Report on Form 8-K dated November 15, 1994;

5. The Company's Form 8-K dated June 21, 1995.

6. The description of the Common Stock included in the Company's
Form 8-A/A Amendment No. 2 dated June 21, 1995.

7. The description of the Company's preferred stock purchase
rights included in the Company's Form 8-A dated June 21, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the shares of Common Stock shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in this Prospectus or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document that also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

Upon oral or written request of any person, including any beneficial owner,
to whom this Prospectus is delivered, the Company will provide without charge a
copy of any document incorporated in this Prospectus by reference, exclusive of
exhibits (unless such exhibits are specifically incorporated by reference into
such documents), to such person. Requests for such documents should be directed
to Hornbeck Offshore Services, Inc., 7707 Harborside Drive, Galveston, Texas
77554, Attention: Corporate Secretary (Telephone 409/744-9500).

2
<PAGE> 4
PROSPECTUS SUMMARY

The following is a summary of certain information in this Prospectus.
This summary should be read in conjunction with, and is qualified in its
entirety by, the more detailed information and financial statements, including
the notes thereto, appearing elsewhere in this Prospectus and in the documents
incorporated herein by reference. All references in this Prospectus to the "Gulf
of Mexico" or the "Gulf" refer to the U.S. Gulf of Mexico. Investors should
carefully consider the information set forth under the caption "Risk Factors."

GENERAL

The Company is engaged in the offshore marine services business,
serving the oil and gas industry primarily in the Gulf of Mexico through its
operation and management of a diversified fleet of 61 vessels, consisting of
supply, tug-supply, utility, crew and specialty service vessels. These vessels
enable the Company to provide a wide range of services such as towing and anchor
handling of mobile drilling rigs and equipment; transporting supplies necessary
to sustain drilling, workover and production activities; supporting offshore
pipelaying and construction; and assisting geophysical evaluation. Fifty-six of
these vessels are owned, four are chartered and one is managed by the Company.
The Company operates the second largest fleet of supply vessels both in the Gulf
of Mexico and in the world. The Company also has equity interests in Ravensworth
Investments Limited, an Isle of Man-based company ("Ravensworth"), and Seaboard
Holdings Limited, an Aberdeen, Scotland-based company ("Seaboard"), that
together have the largest safety standby fleet operating in the North Sea, a
combined total of 29 vessels.

The Company's operating strategy is to provide its customers with
high-quality, quick-response service and a diverse and well-equipped and
maintained fleet of vessels. Management believes that the Company's operating
capabilities and reputation in the offshore marine services industry allow it to
compete favorably with other fleets in the Gulf of Mexico. Management has
identified several strategies for future growth. The Company, which has made
three significant Gulf fleet acquisitions and several smaller acquisitions since
1990, continues to search for opportunities to enhance its position in the Gulf
of Mexico through the strategic acquisition of vessels available in that market.
The Company will seek to increase the size of its fleet by purchasing or
building new vessels if market conditions justify such purchases or
construction. The Company also continues to pursue potential opportunities for
growth in the offshore marine service business in international markets, as
evidenced by its 1993 purchase of a 49.9% interest in Ravensworth and 1994
purchase of a 49.9% interest in Seaboard. See "Business and Properties -- North
Sea Affiliates."

After declining through much of 1994, drilling activity in the Gulf of
Mexico stabilized in early 1995 and more recently has begun to increase.
Consequently, the offshore marine services industry is beginning to show
improved utilization over 1994 and dayrates have recently risen above prior year
levels. Historically, improved utilization has generally led to increased
dayrates. On October 18, 1995, the utilization rate for the Company's vessels
was 95% and the average supply vessel dayrate was $3,263. Based upon the
Company's current fleet size and composition, current operating conditions and
capital structure, utilization of 85% and the number of shares of Common Stock
outstanding on the date hereof, every $100 per day change in the annual average
dayrate for the Company's supply vessels in the Gulf results in an approximate
change in annual earnings per share of $.08. The number of offshore supply
vessels available for service in the Gulf of Mexico dropped from a peak of
approximately 700 in 1985 to 235 in 1993 before climbing to a level presently
estimated to be 280, with the increase since 1993 primarily a result of
redeployment of vessels to the Gulf of Mexico from other areas. Recently, there
has been a small decline in vessels competing in the Gulf of Mexico. Management
continues to believe that the number of vessels available in the Gulf will
continue to decrease because current dayrates in the Gulf of Mexico do not
justify the expense of building new vessels and current regulations prohibit
foreign operators and foreign registered vessels from entering the offshore
marine services business in the Gulf of Mexico. Furthermore, increased
activities in overseas areas could result in reduction of Gulf fleet size as
vessels are deployed to those areas. See "Business and Properties -- Certain
Government Regulation." The Company's management also believes that many of the
vessels previously servicing the oil and gas industry could not be readily
returned to service in the Gulf of Mexico because of their condition or certain
restrictions imposed by the Maritime Administration of the U.S. Department of
Transportation ("MARAD") on their return to offshore service vessel use in
United States coastal waters.

3
<PAGE> 5

The Company was incorporated in Delaware in 1981. All of the Company's
operations are conducted through subsidiaries and unconsolidated affiliates. The
Company's principal executive offices are located at 7707 Harborside Drive,
Galveston, Texas 77554, and its telephone number is (409) 744-9500. The Company
also has an office in Morgan City, Louisiana and affiliated offices in Douglas,
Isle of Man and Aberdeen, Scotland. Unless otherwise required by the context,
the term "Company" as used herein refers to Hornbeck Offshore Services, Inc. and
its consolidated subsidiaries.

RECENT PERFORMANCE

Preliminary unaudited revenues of the Company for the three-month and
nine-month periods ended September 30, 1995 were approximately $14,603,000 and
$41,331,000, respectively, compared with approximately $10,418,000 and
$31,731,000 for the three-month and nine-month periods ended September 30, 1994.
Preliminary unaudited net income for the three-month and nine-month periods
ended September 30, 1995 was approximately $2,139,000 and $4,205,000,
respectively, compared with approximately $2,135,000 and $5,513,000 for the
three-month and nine-month periods ended September 30, 1994. In management's
opinion, all normal recurring adjustments necessary for a fair presentation of
the foregoing preliminary unaudited financial information have been included
therein. Net income levels for the three and nine month periods ended September
30, 1995 as compared to similar periods in 1994 were affected by non-recurring
gains and decreased equity in earnings of affiliates. Third quarter and
year-to-date 1994 net income included higher gains totaling $266,000 or $.02 per
share attributable to the sale of certain vessels. Year-to-date results in 1994
included equity in earnings of affiliates totaling $1,362,000 or $.09 per share
compared to a 1995 year-to-date equity in loss of affiliates of $335,000 or $.03
per share. Third quarter 1995 equity in earnings of affiliates totaled $223,000
compared to equity in losses of affiliates of $227,000 recorded in the second
quarter of 1995.

THE OIL & GAS VESSEL ACQUISITION

On November 15, 1994, the Company added to its fleet of vessels
operating in the Gulf of Mexico by completing the acquisition of thirteen large
offshore supply vessels and related assets (collectively, the "Oil & Gas
Vessels") from Oil & Gas Rental Services, Inc. for aggregate consideration of
$46,000,000 in cash (the "Oil & Gas Vessel Acquisition"). The Company financed a
portion of the purchase price with a new $20,000,000 term loan secured by the
Oil & Gas Vessels and by drawing down $3,000,000 under its new revolving credit
facility. The Company obtained the remainder of the purchase price from its cash
reserves.

The Oil & Gas Vessels are considered to be among the highest quality
boats operating in the Gulf of Mexico. The Oil & Gas Vessels include four 220
foot vessels and seven vessels between 188 and 192 feet. Because the vessels are
all large, high-quality boats, they command premium dayrates which can run as
high as 30-50% above those for standard 180 foot supply boats.

THE SEABOARD ACQUISITION

Effective November 30, 1994, the Company's newly formed 49.9% owned
affiliate, Seaboard, acquired all of the outstanding capital stock of Seaboard
Offshore Group Limited ("SOGL") which, together with its subsidiaries, owns six
safety standby vessels operating in the North Sea (the "Seaboard Acquisition").
The acquisition of the SOGL equity securities was accomplished for nominal
consideration. To facilitate the transaction, the Company made a Pounds Sterling
1.5 million loan to SOGL and guaranteed approximately Pounds Sterling 302,000
of SOGL debt. Ravensworth Holdings Limited, the 50.1% owner of the Company's
49.9% owned North Sea affiliate, Ravensworth, guaranteed to the Company the
repayment of 50.1% of the loan to SOGL. Through its 49.9% owned affiliate,
Hornbeck Offshore Limited (the "North Sea Manager"), formed in conjunction with
the Seaboard Acquisition, the Company positioned itself to provide management
services for all of its operations in the North Sea. See "Business and
Properties -- North Sea Affiliates."

SALES BY STOCKHOLDERS

The shares of Common Stock sold pursuant to this Prospectus are owned
by certain of the Company's stockholders. The Company will not receive any of
the proceeds from the sale of such shares. See "Selling Stockholders."

4
<PAGE> 6

NOTICE TO NON-U.S. CITIZENS

Ownership and control of the Common Stock of the Company and shares of
any other class of capital stock of the Company by non-U.S. citizens are
limited by the terms of the Company's Restated Certificate of Incorporation.
Under certain circumstances, transfers of capital stock to non-U.S. citizens may
be void and certain capital stock owned by non-U.S. citizens may not be
permitted to vote or receive dividends or other distributions. See "Description
of Securities -- Foreign Ownership" and "Certain United States Tax Consequences
for Non-U.S. Holders of Common Stock."

5
<PAGE> 7

SUMMARY HISTORICAL AND PRO FORMA INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND FLEET DATA)

<TABLE>
<CAPTION>
Pro forma
As Adjusted
Six Months Ended Year
Year Ended December 31,(1) June 30, Ended
------------------------------------------------------- -------------------- Dec. 31,
1990 1991 1992 1993 1994 1994 1995 1994(2)
------- ------- ------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues . . . . . . . . . . . . $22,681 $20,419 $18,435 $ 47,291 $ 45,834 $ 21,313 $ 26,728 $60,379
Depreciation and amortization . . 3,427 4,229 4,749 7,394 10,007 4,714 6,643 13,264
Operating profit . . . . . . . . 7,270 2,933 567 16,371 8,767 3,732 3,829 12,320
Equity in earnings (loss) of
affiliates . . . . . . . . . . . 5 818 1,408 877 (558) 1,408
Net income . . . . . . . . . . . 4,513 1,930 62 10,665 8,023 3,378 2,066 9,391
Earnings per share of Common
Stock . . . . . . . . . . . . . .51 .18 .01 .90 .60 .25 .16 .70
BALANCE SHEET DATA:
Working capital . . . . . . . . . $17,227 $10,135 $ 6,607 $ 40,987 $ 14,747 $ 37,260 $ 21,094
Property and equipment, net . . . 38,862 44,138 58,783 55,396 101,563 56,876 96,703
Investments in affiliates . . . . 15,223 16,851 16,136 14,361
Total assets . . . . . . . . . . 64,183 62,740 73,112 124,672 147,882 122,090 149,106
Long-term debt (less current
portion) . . . . . . . . . . . . 12,618 13,663 14,659 7,833 21,023 4,456 18,866
Stockholders' equity . . . . . . 40,375 37,450 46,064 99,590 106,907 103,063 107,280
FLEET DATA:
Vessel utilization rates (3). . . 89% 83% 80% 85% 80% 72% 79%
Average dayrates (4) . . . . . . $ 3,050 $ 2,445 $ 1,995 $ 3,284 $ 3,272 $ 3,529 $ 3,061
Number of vessels in fleet at
end of period . . . . . . . . 29 3 52 51 63 53 61
</TABLE>

- ----------------------
(1) Historical figures for 1990 and thereafter reflect the effect of the
acquisition (the "Point Marine Acquisition") of Point Marine, Inc., and
an affiliated entity from its effective date, January 30, 1990.
Historical figures for 1992 and thereafter reflect the acquisition of
21 offshore service vessels (collectively, the "Petrol Acquisition")
from Portal Energy Corporation, Pentad Offshore Corporation and Petrol
Marine Corporation (collectively, "Petrol") from its effective date,
November 19, 1992. Historical figures for 1993 and thereafter reflect
the effect of the Company's acquisition of 49.9% of the outstanding
capital stock of Ravensworth (the "Ravensworth Acquisition") from its
effective date, July 23, 1993. Historical figures for 1994 and
thereafter reflect the effects of the Oil & Gas Vessel Acquisition and
the Seaboard Acquisition from their effective dates of November 15,
1994 and November 30, 1994, respectively. The historical figures,
therefore, are not necessarily indicative of future results or trends.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- General" and "Business and Properties -- North
Sea Affiliates."

(2) Summary pro forma operations data give effect to the Oil & Gas Vessel
Acquisition as if such transaction had taken place on January 1, 1994.
See the Consolidated Financial Statements and the Unaudited Pro Forma
Combined Financial Information of the Company included or incorporated
by reference herein.

(3) Utilization rates are average rates for all vessels based on a 365-day
year. Vessels are considered utilized when they are generating charter
revenue. The utilization rate for the Company's vessels at October 18,
1995, was 95%. See "Business and Properties -- The Industry."

(4) Average dayrates are average revenue per day per utilized vessel.
Average dayrates of the Company reflect dayrates of all supply vessels,
excluding the four large 220 foot supply vessels in the Company's fleet
which typically earn dayrates significantly above other supply vessels
in the Company's fleet.

6
<PAGE> 8

RISK FACTORS

Investors should carefully consider the following risk factors before
purchasing shares of the Common Stock offered by this Prospectus.

INDUSTRY CONDITIONS

Although different geographic markets were affected at different times
and to varying degrees, the level of activity in the oil and gas exploration and
development industry and, therefore, the offshore marine services industry was
depressed in the Gulf during the middle and late 1980s. In the period from 1988
and through the first half of 1995, the U.S. Gulf of Mexico's market experienced
several periods of increased offshore activity as well as periods, both seasonal
and otherwise, where demand for offshore marine services decreased. Decreased
drilling activity, together with the overbuilding of new vessels in the early
1980s, resulted in an excess number of supply vessels, operating losses and a
significant contraction in the offshore marine services industry serving the
Gulf of Mexico in the middle and late 1980s. The number of offshore supply
vessels available for service in the Gulf of Mexico dropped from a peak of
approximately 700 in 1985 to 235 in 1993, before climbing to a level presently
estimated to be 280. Offshore drilling, while recently improved, continues to be
at relatively low levels and oil and gas prices remain volatile. A reduced level
of oil and gas prices could lead to less exploration and development of offshore
areas, reduced activity for the offshore marine services industry and a material
adverse effect on the Company's financial condition and results of operations.

GOVERNMENT REGULATION

The Company's vessels are subject to various statutes and regulations
governing their operation and maintenance. Under the Merchant Marine Act of
1920, if persons other than U.S. citizens should in the aggregate own in excess
of 25% of any class of the Company's outstanding capital stock, the Company's
vessels would lose the privilege of engaging in the U.S. coastwise trade, which
covers substantially all of the Company's operations in the Gulf of Mexico. In
order to aid compliance with the foregoing requirements, the Company's charter
contains certain provisions limiting foreign ownership of the Common Stock and
any other class of capital stock. The operations of the Company are subject to
federal, state and, for onshore activities, local laws and regulations relating
to protection of the environment. Although the Company believes that its
operations are in general compliance with applicable environmental regulations,
risks of substantial costs and liabilities are inherent in offshore marine
service operations, and there can be no assurance that significant costs and
liabilities will not be incurred. Moreover, it is possible that other
developments, such as increasingly strict environmental laws, regulations and
enforcement policies thereunder, and claims for damages to property, persons or
the environment resulting from the Company's operations could result in
substantial costs and liabilities to the Company. Without limiting the
generality of the foregoing, the Company's operations are subject to the Outer
Continental Shelf Lands Act, and regulations promulgated thereunder, which
regulate the activities of offshore service vessels, require vessel owners and
operators to demonstrate financial and operational responsibility and provide
for certain limitations on the liability of vessel owners and operators. The
Company's operations also are subject to the Federal Water Pollution Control Act
of 1972, as amended, which imposes strict controls against the discharge of oil
and other pollutants into surface waters within their jurisdiction. Any
hazardous substances transported by the Company are subject to regulation under
the Resource Conservation and Recovery Act and the Hazardous Materials
Transportation Act. Numerous other environmental laws and regulations also apply
to the operations of the Company, and such laws and regulations are subject to
frequent changes. The Company's insurance policies provide coverage for
accidental occurrences of seepage and pollution and/or cleanup and containment
of the foregoing. Although the Company's losses from such occurrences have not
historically exceeded its insurance coverage, there is no assurance that this
will continue to be the case. Management believes, however, that the Company's
insurance coverage is adequate and comparable to that generally carried in the
offshore marine services industry. See "Business and Properties -- Certain
Government Regulation" and "Description of Securities -- Foreign Ownership."

KEY PERSONNEL

The Company is materially dependent upon the continued services of its
Chairman of the Board, President and Chief Executive Officer, Larry D. Hornbeck.
See "Management."

OPERATING RISKS AND INSURANCE

The operation of marine service vessels involves an inherent risk of
catastrophic marine disaster, adverse weather conditions, mechanical failure,
collisions and property losses to the vessel and its tow and cargo. Any such
event may result in loss of revenues and increased costs and other liabilities.
Although the Company's losses from such hazards have not historically exceeded
its insurance coverage, there is no assurance that this will continue to be the
case. Management

7
<PAGE> 9

believes, however, that the Company's insurance coverage is adequate and
comparable to that generally carried in the offshore marine services industry.

SHARES ELIGIBLE FOR FUTURE SALE

Of the 13,168,732 shares of Common Stock outstanding as of September
30, 1995, 2,494,712 shares (the "Restricted Shares"), including 480,588 shares
being offered by Selling Stockholders hereunder, are "restricted securities" as
such term is defined in Rule 144 adopted under the Securities Act, or are held
by persons who may be deemed "affiliates" of the Company, and consequently are
subject to the resale limitations of Rule 144. After the consummation of the
offering contemplated hereby, 260,658 shares of Common Stock (all of which are
Restricted Shares) will be entitled to registration under the Securities Act
under certain conditions, which registration would permit the sale of such
shares without regard to the provisions of Rule 144. No prediction can be made
regarding the effect, if any, that eventual market sales of Restricted Shares or
sales of shares of Common Stock or other securities pursuant to registration or
otherwise will have on the market price for the Common Stock prevailing from
time to time. There is a possibility that Restricted Shares not sold in this
offering or other shares of Common Stock may be resold in the public market and
that such sales may adversely affect prevailing market prices of the Common
Stock.

NO DIVIDENDS

The Company has never paid dividends on its Common Stock and expects
for the foreseeable future to retain any earnings otherwise available for such
dividends for use in its operations and for expansion. See "Price Range of
Common Stock and Dividend Policy."

8
<PAGE> 10

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
June 30, 1995 on a historical basis. This table should be read in conjunction
with the Consolidated Financial Statements of the Company, the Unaudited Pro
Forma Combined Financial Information of the Company and the respective related
notes thereto, included or incorporated by reference herein.

<TABLE>
<CAPTION>
JUNE 30, 1995
--------------
(IN THOUSANDS)
<S> <C>
Long-term debt (excluding current portion) . . . . . . . . . . . . . . . . . . . . . $ 18,866
==============
Stockholders' equity:
Common stock, $.10 par value . . . . . . . . . . . . . . . . . . . . . . . . $ 1,317
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . 81,953

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,010
--------------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . 107,280
--------------
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . $ 126,146
==============
</TABLE>

9
<PAGE> 11

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock trades in the over-the-counter market and sales are
reported on the Nasdaq National Market under the symbol "HOSS." At September 30,
1995, the Company had 230 holders of record of Common Stock. See the cover page
of this Prospectus for a recent closing sale price of the Common Stock, as
reported on the Nasdaq National Market.

The following table sets forth the range of high and low sales prices
of the Common Stock as reported by the Nasdaq National Market for the periods
indicated.

<TABLE>
<CAPTION>
PRICE RANGE OF
COMMON STOCK
-------------------------
HIGH LOW
----------- ------------
<S> <C> <C>
1992

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3-1/2 $ 2-5/8
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-1/2 2-3/4
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-7/8 2-7/8
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-3/8 5-3/8

1993

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-1/2 6
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-1/8 9-7/8
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-3/4 14-5/8
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24-3/4 12-1/2

1994

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-5/8 13-1/2
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17-3/8 12-7/8
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15-7/8 11-1/2
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15-1/2 12-1/4

1995

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12-7/8 8-7/8
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16-5/8 11-1/4
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16-3/8 12-5/8
Fourth quarter (through October 25) . . . . . . . . . . . . . . . . . . . . . . . . . 15-5/8 13-3/4
</TABLE>

The Company has never paid cash dividends on its Common Stock. The
Company intends to retain any future earnings otherwise available for cash
dividends on the Common Stock for use in its operations and for expansion, and
does not anticipate that any cash dividends will be paid in the foreseeable
future. If the Company were to change its current policy of retaining earnings
otherwise available for cash dividends, the Company's ability to pay cash
dividends would be subject to continuing compliance with certain financial
covenants in the loan agreement governing its bank term loan and revolving
credit facility. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- General" and "-- Liquidity and Capital
Resources."

10
<PAGE> 12

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following selected historical financial data for the Company as of
and for the years ended December 31, 1990 through December 31, 1994 were derived
from the audited consolidated financial statements of the Company, and as of and
for the six months ended June 30, 1994 and June 30, 1995 were derived from the
unaudited consolidated financial statements of the Company. Historical amounts
reflect the effects of the Seaboard Acquisition after November 30, 1994, the Oil
& Gas Vessel Acquisition after November 15, 1994, the Ravensworth Acquisition
after July 23, 1993, the Petrol Acquisition after November 19, 1992 and the
Point Marine Acquisition after January 30, 1990, and therefore are not
necessarily indicative of future results or trends. The pro forma statement of
operations gives effect to the Oil & Gas Vessel Acquisition as if such
transaction had taken place on January 1, 1994. The historical and pro forma
data should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the Consolidated Financial
Statements of the Company, the Statements of Revenue and Direct Expenses for the
assets involved in the Oil & Gas Vessel Acquisition, the Unaudited Pro Forma
Combined Financial Information of the Company, and the respective related notes
thereto, included or incorporated by reference herein.

Pro Forma
Six Months As Adjusted
Ended Year
Year Ended December 31, June 30, Ended
----------------------------------------------- ------------------ Dec. 31,
1990 1991 1992 1993 1994 1994 1995 1994
------- ------- ------- ------- ------- ------- ------- -----------

STATEMENT OF OPERATIONS (in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DATA:
Revenues . . . . . . . . . . . . . $22,681 $20,419 $18,435 $47,291 $45,834 $21,313 $26,728 $60,379
Depreciation and
amortization . . . . . . . . . . 3,427 4,229 4,749 7,394 10,007 4,714 6,643 13,264
Operating profit . . . . . . . . . 7,270 2,933 567 16,371 8,767 3,732 3,829 12,320
Income before income
taxes, equity in earnings
(loss) of affiliates and
extraordinary charge . . . . . . 6,616 2,919 57 14,657 9,824 3,910 3,883 12,501
Income taxes . . . . . . . . . . . (2,103) (989) (4,530) (3,209) 1,409 1,259 (4,518)
Equity in earnings (loss) of
affiliates . . . . . . . . . . . 5 818 1,408 877 (558) 1,408
Income before extraordinary
charge . . . . . . . . . . . . . 4,513 1,930 62 10,945 8,023 3,378 2,066 9,391
Extraordinary charge for
early extinguishment of debt,
net of income tax effect . . . . 280
Net income . . . . . . . . . . . . 4,513 1,930 62 10,665 8,023 3,378 2,066 9,391
Earnings per share before
extraordinary charge: . . . . . . .51 .18 .01 .92 .60 .25 .16 .70
Loss per share from
extraordinary charge for early
extinguishment of debt, net of
income tax effect . . . . . . . (.02)
Net income per share . . . . . . . .51 .18 .01 .90 .60 .25 .16 .70
BALANCE SHEET DATA:
Working capital . . . . . . . . . . $17,227 $10,135 $ 6,607 $40,987 $14,747 $37,260 $21,094
Property and equipment,
net . . . . . . . . . . . . . . . 38,862 44,138 58,783 55,396 101,563 56,876 96,703
Investments in affiliates . . . . . 15,223 16,851 16,136 14,361
Total assets . . . . . . . . . . . 64,183 62,740 73,112 124,672 147,882 122,090 149,106
Long-term debt (less
current portion) . . . . . . . . 12,618 13,663 14,659 7,833 21,023 4,456 18,866
Stockholders' equity . . . . . . . 40,375 37,450 46,064 99,590 106,907 103,063 107,280
</TABLE>

11
<PAGE> 13

HORNBECK OFFSHORE SERVICES, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined statement of operations for
the year ended December 31, 1994, combines the historical results of operations
of the Company and the historical revenue and direct expenses for the assets
involved in the Oil & Gas Vessel Acquisition from January 1, 1994, through the
acquisition date (November 15, 1994). The statement also includes pro forma
adjustments which assume that the acquisition occurred as of January 1, 1994.
Assumptions underlying the pro forma adjustments are described in the Company's
Notes to Unaudited Pro Forma Combined Financial Information, which should be
read in conjunction with this statement. The statement should also be read in
conjunction with the Consolidated Financial Statements of the Company and the
Statements of Revenue and Direct Expenses for the assets involved in the Oil &
Gas Vessel Acquisition incorporated by reference herein. The following Unaudited
Pro Forma Combined Financial Information does not purport to be indicative of
the actual results of operations which would have occurred had the operations of
the Company and the operations with respect to the assets involved in the Oil &
Gas Vessel Acquisition actually been combined during the full year ended
December 31, 1994, or the future results of operations for the combined entity
after the Oil & Gas Vessel Acquisition.

12
<PAGE> 14

HORNBECK OFFSHORE SERVICES, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
Cargo Vessel
Division (for
Historical the period
Hornbeck 1/1/94
Offshore through Pro Forma
Services,Inc. 11/15/94) Adjustments Combined
------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Charter revenues . . . . . . . . . . . $ 45,834 $ 14,545 $ 60,379
------------- -------- -----------
Costs and expenses:
Direct labor and other operating
expenses . . . . . . . . . . . . . 23,484 7,323 30,807
Depreciation and amortization . . . 10,007 962 $2,295(A) 13,264
General and administrative . . . . . 3,576 412 3,988
Interest expense . . . . . . . . . . 864 876(B) 1,740
Other costs and expenses . . . . . . $ (1,921) (1,921)
------------- -------- ------ -----------
36,010 8,697 3,171 47,878
------------- -------- ------ -----------
Income before income taxes and
equity in earnings of affiliates . . 9,824 5,848 (3,171) 12,501
Provision for income taxes . . . . . . (3,209) (1,309)(C) (4,518)
Equity in earnings of affiliates . . . 1,408 1,408
------------- -------- ------ -----------
Net income . . . . . . . . . . . . . . $ 8,023 $ 5,848 $(4,480) $ 9,391
============= ======== ====== ===========
Earnings per share . . . . . . . . . . $ 0.60 $ 0.70
============= ===========
Common and common equivalent
shares outstanding (D) 13,460,000 13,460,000
</TABLE>

13
<PAGE> 15

HORNBECK OFFSHORE SERVICES, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(A) This adjustment reflects depreciation expense related to the purchase
price allocated to the acquired Oil & Gas Vessels. The Oil & Gas
Vessels are being depreciated over a dollar-weighted-average remaining
life of approximately 16 years.

(B) This adjustment relates to additional pro forma interest expense in
connection with debt incurred at the date of the acquisition of the Oil
& Gas Vessels at an interest rate of approximately 5.5%.

(C) This adjustment relates to a pro forma tax expense related to the
historical and pro forma adjustments for the Oil & Gas Vessels for the
year ended December 31, 1994.

(D) Common and common equivalent shares outstanding represent average
shares outstanding on a historical basis for the Company.

14
<PAGE> 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of
operations of the Company. This discussion should be read in conjunction with
the information contained in the financial statements and the related notes
incorporated by reference herein.

GENERAL

The Company

The Company's operating revenue is directly affected by average
dayrates and fleet utilization, which are closely aligned with the offshore oil
and gas exploration and development industry. The level of exploration and
development of offshore areas is affected by both short-term and long-term
trends in oil and gas prices which, in turn, are related to the demand for
petroleum products and the current availability of oil and gas resources.
Although different geographic markets were affected at different times and to
varying degrees, the level of activity in the oil and gas exploration and
development industry and, therefore, the offshore marine services industry, was
depressed in the Gulf during the middle and late 1980s. In the period from 1988
through the first half of 1995, the U.S. Gulf of Mexico's market experienced
several periods of increased offshore activity as well as periods, both seasonal
and otherwise, where demand for offshore marine services decreased. Many
industry experts anticipate that increased natural gas demand will increase
drilling and workover activity in the U.S. Gulf. On the other hand, a reduced
level of oil and gas prices could lead to less exploration and development of
offshore areas, reduced activity for the offshore marine services industry, and
an adverse effect on the Company's financial condition and results of
operations. In the North Sea, following the Company's 1993 acquisition of its
Ravensworth affiliate, safety standby vessel demand declined due to lower
drilling activity caused by oil price declines and certain tax law changes
affecting that area. In 1995, the industry has experienced increased drilling
activity in the North Sea; however, there is a relatively small oversupply of
safety standby vessels available for charter which is causing a weakness in that
market. Recently, advances in technology used in exploring for and developing
oil and gas reserves has increased drilling success rates and efficiency
contributing to higher offshore drilling activity levels. Oil and gas
exploration and production companies can develop reserves in a lower energy
price environment because of this improved technology which has led to lower
finding costs. The Company cannot predict future demand levels for its markets.

The offshore marine services industry is cyclical, with periods of
increased demand for services resulting in higher utilization and dayrates and
periods of lower demand resulting in lower utilization and dayrates. An upward
or downward movement in dayrates has little direct impact on operating costs and
expenses for a vessel. An increase or decrease in utilization of a vessel will
incrementally increase or decrease certain operating costs and expenses but
generally not in proportion to the associated revenue change.

The Company's results of operations have not been significantly
affected by inflation during the past five years. Since the Company's investment
in Ravensworth in mid-1993, it has become exposed to potential foreign exchange
gains or losses. Through June 30, 1995, the Company has not recorded any
significant foreign exchange gains or losses.

The Company seeks to expand its fleet through acquisitions when
industry cycles or other factors create attractive purchase opportunities.
Through acquisitions, including those described below, the Company has grown to
become the operator of the second largest fleet of supply vessels both in the
Gulf of Mexico and in the world. The Company's most recent significant
acquisitions are described below.

The Petrol Acquisition

On November 19, 1992, the Company strengthened its fleet in the Gulf of
Mexico by acquiring from Petrol 20 offshore supply vessels and one utility
vessel for $18,500,000. The aggregate consideration paid to Petrol consisted of
$4,750,000 in cash, $5,250,000 in unsecured notes issued by the Company and
1,365,462 restricted shares of Common Stock then valued at a market price of
$8,500,000. As a condition to the transaction, $2,000,000 of the cash
consideration was escrowed for purposes of refurbishing and recertifying seven
of the acquired vessels that were not in service on the date of the acquisition.
These seven vessels were subsequently repaired, refurbished, and returned to
service. Because the escrowed funds were insufficient to pay for all of the
costs for the required work on the seven vessels, the future debt service for
the notes issued to Petrol in connection with the Petrol Acquisition was reduced
by the excess of such costs over the escrowed funds, a total

15
<PAGE> 17

of approximately $1.8 million. In a transaction finalized effective March 18,
1994, the Company prepaid the balance of the unsecured notes.

The Ravensworth Acquisition

On July 23, 1993, the Company completed the Ravensworth Acquisition,
acquiring 49.9% of the outstanding capital stock of Ravensworth and certain
options to acquire the balance of such capital stock. The Company purchased the
49.9% equity interest for a purchase price of $11,000,000 payable in cash in
U.S. dollars and 158,978 shares of restricted Common Stock of the Company valued
at approximately $2.7 million. Based on Ravensworth's performance in 1994
measured on the basis of earnings before depreciation, interest and taxes
("EBDIT"), the option price for the 9.9% option exercised effective July 23,
1993 as part of the Ravensworth Acquisition was adjusted downward by
approximately $1,800,000, resulting in the surrender and cancellation of
approximately 106,000 shares of the Company's Common Stock originally issued as
partial consideration for such option exercise. See "Business and Properties --
North Sea Affiliates."

The Oil & Gas Vessel Acquisition

On November 15, 1994, the Company added to its fleet of vessels
operating in the Gulf of Mexico by completing the Oil & Gas Vessel Acquisition,
acquiring thirteen large offshore supply vessels and related assets from Oil &
Gas Rental Services, Inc. for aggregate consideration of $46,000,000 in cash.
The Company financed a portion of the purchase price with a new $20,000,000 term
loan secured by the Oil & Gas Vessels and by drawing down $3,000,000 under its
new revolving credit facility. The Company obtained the remainder of the
purchase price from its cash reserves.

The Seaboard Acquisition

Effective November 30, 1994, the Company's newly formed 49.9% owned
affiliate, Seaboard, acquired all of the outstanding capital stock of SOGL
which, together with its subsidiaries, owns six safety standby vessels
operating in the North Sea. The acquisition of the SOGL equity securities was
accomplished for nominal consideration. To facilitate the transaction, the
Company made a Pounds Sterling 1.5 million loan to SOGL and guaranteed
approximately Pounds Sterling 302,000 of SOGL debt. Ravensworth Holdings
Limited, the 50.1% owner of the Company's 49.9% owned North Sea affiliate,
Ravensworth, guaranteed to the Company the repayment of 50.1% of the loan to
SOGL. Through the North Sea Manager, its 49.9% owned affiliate formed in
conjunction with the Seaboard Acquisition, the Company positioned itself to
provide management services for all of its operations in the North Sea. See
"Business and Properties -- North Sea Affiliates."

LIQUIDITY AND CAPITAL RESOURCES

Cash provided from operating activities totaled $11,144,000 for the
first six months of 1995, compared to $11,560,000 in the same period of the
prior year. The Company had cash and equivalents of $14,883,000 at June 30,
1995. The change in operating cash flow occurred despite an increase in average
fleet size because of lower dayrates which resulted in lower revenues and cash
receipts on a per vessel basis.

At December 31, 1994, the Company had cash and equivalents of
approximately $8,572,000. For the year ended December 31, 1994, a period of
downturn in the offshore marine services business, cash provided by operating
activities totaled approximately $19,148,000, an increase of $2,919,000 versus
the amount reported for 1993.

In connection with the Oil & Gas Vessel Acquisition, the Company
entered into a loan agreement (the "Loan Agreement") with a bank (for itself and
as agent for any future lenders who may participate in the loans under the Loan
Agreement) to provide a portion of the funds for the Oil & Gas Vessel
Acquisition and a revolving credit facility. Under the Loan Agreement, the
Company obtained a term loan in the amount of $20 million, payable over a
five-year period in quarterly installments of $714,284 commencing March 31,
1995, with the balance due November 15, 1999. The term loan is secured by the 13
Oil & Gas Vessels acquired. The Loan Agreement also provides for a revolving
credit facility of up to $10 million based on a Borrowing Base (as defined in
the Loan Agreement) comprised of eligible accounts receivable of the Company and
its subsidiaries. The loans bear interest at the bank's prime rate or, at the
election of the Company, at LIBOR plus 1%.

16
<PAGE> 18

The Company anticipates it will be able to generate sufficient cash
flow from operations to meet its debt repayment and capital expenditure
requirements and be in a position to invest a portion of its cash flow in other
acquisitions in the offshore marine services industry. Planned growth will be
funded through future cash flow and/or additional debt or equity financing. The
Company believes that it possesses sufficient unencumbered assets (recognizing
that only 22 of the 56 U.S. flag vessels in which the Company has an ownership
interest constitute collateral for outstanding debt) to support future debt
financing. At September 30, 1995, the Company had long-term debt totalling
approximately $19 million.

Pursuant to an option agreement entered into in connection with the
Ravensworth acquisition, the Company may acquire the remaining 50.1% of
Ravensworth equity that it does not presently own during the period January 1,
1995 through March 31, 1997. The option price will bear interest from the
original acquisition date and the option prices are subject to upward or
downward adjustment based on actual Ravensworth EBDIT performance. Performance
of the North Sea Manager and of Seaboard is combined with that of Ravensworth
for purposes of making such EBDIT calculations. Based on Ravensworth's EBDIT
performance in 1994, the option price for the 9.9% option exercised effective
July 23, 1993 as part of the Ravensworth Acquisition was adjusted downward by
approximately $1,800,000, resulting in the surrender and cancellation of
approximately 106,000 shares of the Company's common stock originally issued as
partial consideration for such option exercise. Assuming no performance
adjustments and the exercise of two equal annual options to purchase the
remaining Ravensworth equity on or before March 31, 1996 and March 31, 1997,
respectively, the total future purchase price, including interest, would result
in a payment of approximately $5.7 million in cash together with $11.4 million
of Common Stock. Pursuant to option agreements entered into in connection with
the Seaboard Acquisition and the formation of the North Sea Manager, the Company
may acquire the remaining 50.1% of the North Sea Manager and Seaboard that it
does not presently own. In connection with the exercise of its options to
acquire the remaining outstanding capital stock of Ravensworth, the Company will
be entitled to receive for no additional consideration a corresponding amount of
the remaining equity interests in the North Sea Manager. If the Company has
exercised its options to acquire the remainder of the capital stock of
Ravensworth, the Company may exercise an option to acquire the remaining
outstanding capital stock of Seaboard for nominal consideration through June 30,
1999, and thereafter for the appraised value of the Seaboard fleet and
associated assets less the outstanding debt and a provision for contingent
liabilities of Seaboard and its subsidiaries (the "Market Value").

The Company's commitments for future capital expenditures are not
material. The Company is subject to regulations which require supply vessels to
be drydocked twice in a five-year period and, therefore, each year a portion of
the Company's vessels undergo routine drydocking for maintenance and repairs.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1995 Versus Three Months Ended June 30,
1994

Revenues increased $4,249,000 or 43% from $9,808,000 in the second
quarter of 1994 to $14,057,000 in the second quarter of 1995. The increase was
primarily attributable to higher utilization and fleet size, partially offset by
lower average dayrates as reflected in the following table:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
------------------
1994 1995
------ ------
<S> <C> <C>
Number of vessels in fleet at end of period . . . . . . . . . . . . . . . . . 53 61

Average supply vessel dayrate . . . . . . . . . . . . . . . . . . . . . . . . $3,271 $2,983

Average fleet utilization . . . . . . . . . . . . . . . . . . . . . . . . . . 70% 84%
</TABLE>

Direct labor and other operating expenses increased from $5,319,000 in
the second quarter of 1994 to $7,107,000 in the second quarter of 1995, an
increase of $1,788,000 or 34%. This increase was due to the increase in fleet
utilization and the increased number of vessels in the fleet in 1995. Generally,
operating costs and expenses do not change in direct proportion to revenues.
Depreciation and amortization increased $920,000 or 38% in the second quarter of
1995 compared to the second quarter of 1994. This increase was due primarily to
the increase in the number of vessels in the fleet in 1995. General and
administrative expenses increased $287,000 or 34% from $849,000 in the second
quarter of 1994 to $1,136,000

17
<PAGE> 19

in the second quarter of 1995 primarily because of the increase in shore-based
staff to support the increased fleet size and higher legal fees.

A $445,000 gain recognized on the sale of a vessel along with losses
recognized on the sales of other assets resulted in the Company reporting a
$427,000 gain on sale of assets in the second quarter of 1995.

Equity in earnings (loss) of affiliates decreased $836,000 from
earnings of $609,000 in the second quarter of 1994 to a loss of $227,000 in the
second quarter of 1995. The Company's North Sea safety standby vessel affiliates
recognized losses because of lower revenues due primarily to decreased
utilization and dayrates.

Interest expense increased $285,000 from $167,000 in the second quarter
of 1994 to $452,000 in the second quarter of 1995. This increase was caused by
the additional borrowings made in November 1994 in connection with the Oil & Gas
Vessel Acquisition.

Six Months Ended June 30, 1995 Versus Six Months Ended June 30, 1994

Revenues increased by $5,415,000 or 25% from $21,313,000 in the first
six months of 1994 to $26,728,000 in the first six months of 1995. Relevant
fleet statistics affecting the Company's revenues are as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1994 1995
------ ------
<S> <C> <C>
Number of vessels in fleet at end of period . . . . . . . . . . . . . . . . . 53 61

Average supply vessel dayrate . . . . . . . . . . . . . . . . . . . . . . . . $3,529 $3,061

Average fleet utilization . . . . . . . . . . . . . . . . . . . . . . . . . . 72% 79%
</TABLE>

Revenues increased due to increased fleet utilization and the larger
number of vessels in the fleet. This increase was partially offset by the impact
of lower dayrates. Direct labor and other operating expenses increased from
$11,084,000 in the first six months of 1994 to $14,149,000 in the first six
months of 1995, an increase of $3,065,000 or 28%. This increase is due to the
increased fleet utilization and the increased number of vessels in the fleet in
1995. Generally, operating costs and expenses do not change in direct proportion
to revenues. Depreciation and amortization also increased because of the
acquisition of vessels since June of 1994. Average depreciation on a per vessel
basis increased in 1995 because vessels acquired since June of 1994 cost more
than the average vessel in the fleet existing prior to such acquisition.

The Company reported a gain of $429,000 in the sale of assets for the
first six months of 1995, which is primarily attributable to the sale of a
vessel in June 1995. The Company also reported a loss of $558,000 representing
its share of losses of certain affiliates for the six months ended June 30, 1995
as compared to income of $877,000 in the same period of the prior year. The
Company's North Sea safety standby vessel affiliates recognized losses because
of lower revenues due primarily to decreased utilization and dayrates and
because of higher expense levels associated with certain vessels being repaired
or upgraded in anticipation of stronger market demand later in 1995.

Interest expense increased $519,000 or 130% because of the additional
borrowings made in November 1994 in connection with the Oil & Gas Vessel
Acquisition.

Income taxes represent a lower or higher percentage of pretax income
than an expected "statutory" rate of approximately 34% due primarily to the fact
that no income tax effect is recognized for the Company's equity in earnings of
foreign affiliates. Additionally, in 1995, certain property taxes paid on
vessels generated state income tax credits which lower effective state tax
rates.

18
<PAGE> 20

Year Ended December 31, 1994 Versus Year Ended December 31, 1993

Revenues declined by $1,457,000 or 3% in 1994 compared to 1993. The
primary cause for this reduction was the decline in overall fleet utilization in
1994 to 80% compared to 85% in the prior year. Relevant fleet statistics
affecting the Company's revenues are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------------
1993 1994
------ ------
<S> <C> <C>
Number of vessels in fleet at end of period . . . . . . . . . . . . . . . . . 51 63(1)

Average supply vessel dayrate . . . . . . . . . . . . . . . . . . . . . . . . $ 3,284 $3,272

Average fleet utilization . . . . . . . . . . . . . . . . . . . . . . . . . . 85% 80%
</TABLE>

- -------------------------
(1) Includes 13 vessels acquired on November 15, 1994.

Although dayrates averaged approximately the same in 1993 and 1994,
market conditions differed significantly. Dayrates increased during 1993,
reaching approximately $4,000 per day for average supply vessel rates by the end
of 1993. Dayrates declined in 1994 through the middle of the year to
approximately $3,000 per day, remained steady in much of the third quarter and
increased in the fourth quarter of 1994 to slightly over $3,200 on average.
Utilization declined in the first half of 1994, then increased in the second
half of the year.

Direct labor and other operating expenses increased by $2,896,000 or
14% in 1994 compared to 1993. Most of this increase was attributable to higher
insurance premiums and insurance deductibles paid by the Company in 1994.
Additionally, labor increased by 8.5% due to crewmembers' wage rate adjustments
and payroll taxes related thereto. Generally, operating costs and expenses do
not change in direct proportion to revenues.

Depreciation and amortization increased 35% because of increased
depreciation in 1994 on vessels purchased and because of a $1,630,000 increase
in amortization of deferred drydocking costs compared to 1993 due to a larger
fleet size that caused higher levels of deferred drydocking.

General and administrative expenses increased 22% because of an
increased number of shore-based employees required to support the Company's
increased fleet, both domestically and overseas, and because of higher
insurance, travel, franchise tax and shareholder-related expenses associated
with a larger company.

Equity in earnings of affiliates increased due to the inclusion in 1994
of such earnings for all of 1994 compared to inclusion in 1993 from only the
July 1993 acquisition date. Full-year operating income of affiliates was
actually down in 1994 compared to 1993 due to lower dayrates in 1994.
Utilization and dayrates averaged approximately 84% and Pounds Sterling 3,637,
respectively, during the period subsequent to the acquisition in 1993 and 71%
and Pounds Sterling 3,607, respectively, during calendar year 1994. The gain on
sale of assets relates to three vessels sold during the second quarter of 1994.
Interest and other income increased primarily because of higher levels of
investment and interest rates in 1994. Interest expense declined because of
debt repayments in early 1994.

19
<PAGE> 21

Year Ended December 31, 1993 Versus Year Ended December 31, 1992

Revenues and expenses increased substantially in 1993 compared to 1992.
These increases are primarily the result of increases in the number of vessels
in the Company's fleet due to the November 1992 Petrol Acquisition, increases in
the average supply vessel dayrate and increases in the average fleet utilization
as reflected in the following table:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------------
1992 1993
------ ------
<S> <C> <C>
Number of vessels in fleet at end of period . . . . . . . . . . . . . . . . . 52 51

Average supply vessel dayrate . . . . . . . . . . . . . . . . . . . . . . . . $1,995 $3,284

Average fleet utilization . . . . . . . . . . . . . . . . . . . . . . . . . . 80% 85%
</TABLE>

The increased dayrates and utilization were caused primarily by
increased drilling activity in the Gulf of Mexico. The range of average dayrates
in 1993 for the Company increased from approximately $2,800 per day at the
beginning of the year to approximately $4,100 per day by the end of the year.

Revenues increased $28,856,000 or 157% from $18,435,000 in 1992 to
$47,291,000 in 1993. The significant increase was primarily attributable to
higher utilization and dayrates and the increase in the average number of
vessels in the Company's fleet.

Direct labor and other operating expenses increased $9,358,000 or 83%
in 1993 compared to 1992 primarily because of the significantly larger number of
vessels in the fleet and higher utilization. Generally, operating costs and
expenses do not change in direct proportion to revenues.

Depreciation and amortization increased by 56% in 1993 compared to 1992
because of additional vessels purchased in late 1992 and higher drydocking
amortization.

General and administrative expenses increased 56% from $1,889,000 in
1992 to $2,938,000 in 1993 primarily because of the addition of personnel
resulting from the Petrol Acquisition in late 1992.

Net income increased $10,603,000 from net income of $62,000 ($.01 per
share) in 1992 to a net income of $10,665,000 $(.90 per share) in 1993 primarily
because of the larger fleet size and the higher dayrates and utilization
discussed above. The increase in net income was partially offset by nonrecurring
salvage expense of $945,000 recorded in 1993.

BUSINESS AND PROPERTIES

GENERAL

The Company is engaged in the offshore marine services business,
serving the oil and gas industry primarily in the Gulf of Mexico through its
operation and management of a diversified fleet of 61 vessels, consisting of
supply, tug-supply, utility, crew and specialty service vessels. These vessels
enable the Company to provide a wide range of services, such as towing and
anchor handling of mobile drilling rigs and equipment; transporting supplies
necessary to sustain drilling, workover and production activities; supporting
offshore pipelaying and construction; and assisting geophysical evaluation.
Fifty-six of these vessels are owned, four are chartered and one is managed by
the Company. The Company operates the second largest fleet of supply vessels
both in the Gulf of Mexico and in the world. The Company also has 49.9% equity
interests in Ravensworth and Seaboard, which together have the largest safety
standby fleet operating in the North Sea, a combined total of 29 vessels.
Founded in 1981, the Company is headquartered in Galveston, Texas and also
conducts its Gulf of Mexico operations from its office in Morgan City,
Louisiana. North Sea operations of Ravensworth and Seaboard are conducted from
offices in Douglas, Isle of Man, and Aberdeen, Scotland.

THE INDUSTRY

Offshore service vessels are generally used to support offshore oil and
gas exploration, development and production and to provide other marine
services. The largest class of offshore service vessels are supply vessels (also
called workboats),

20
<PAGE> 22

which are typically at least 150 feet in length and capable of transporting
drillpipe, drilling fluids and construction materials. Other service vessels
include tug/supply vessels, which have more powerful engines and are capable of
towing and positioning offshore rigs; crewboats, which transport personnel;
special service vessels, including geophysical boats which perform offshore
seismic testing functions; and safety vessels, which are available for emergency
response services related to oil and gas exploration, drilling and production.
Although vessels servicing the offshore oil and gas industry are used to support
existing production platforms, incremental vessel demand is largely dependent on
new offshore drilling activity associated with new wells or the workover of
older wells. Therefore, the demand for offshore service vessels generally
correlates with oil and gas prices. The level of activity in the industry has
been very cyclical. The decrease in drilling activity, together with the
overbuilding of new vessels in the early 1980s, resulted in an oversupply of
service vessels, operating losses and significant contraction in the offshore
marine services industry serving the Gulf of Mexico in the middle and late
1980s.

Future demand for the Company's vessels will be influenced by drilling
activity in the Gulf of Mexico, by the degree of success of the Company's
efforts to market its vessels outside the Gulf of Mexico and by the availability
of competing vessels. The number of offshore supply vessels available for
service in the Gulf of Mexico dropped from a peak of approximately 700 in 1985
to 235 in 1993 before climbing to a level presently estimated to be 280, with
the increase since 1993 primarily a result of redeployment of vessels to the
Gulf of Mexico from other areas. Recently, there has been a small decline in
vessels competing in the Gulf of Mexico. Management continues to believe that
the number of vessels available in the Gulf will continue to decrease because
current dayrates in the Gulf of Mexico do not justify the expense of building
new vessels and current regulations prohibit foreign operators and foreign
registered vessels from entering the offshore marine services business in the
Gulf of Mexico. Furthermore, increased activities in overseas areas could result
in reduction of Gulf fleet size as vessels are deployed to those areas. While
such deployment would decrease competition in the Gulf of Mexico, it could
increase the competition in other areas. It is also possible that additional
vessels could be redeployed to the Gulf of Mexico from other areas.

The Company's management believes that many of the vessels previously
servicing the oil and gas industry in the Gulf of Mexico could not be readily
returned to service in the Gulf of Mexico because their condition would not meet
U.S. Coast Guard and other industry standards or certain restrictions imposed by
MARAD on their return to offshore service vessel use in United States coastal
waters. In addition, the entry into the Gulf of Mexico market of certain foreign
flag vessels currently operating in foreign waters is restricted as a result of
the provisions of the Merchant Marine Act of 1920, which limits vessels carrying
merchandise or passengers for hire in domestic waters to U.S. flag vessels,
built in U.S. shipyards, which are owned and operated by U.S. citizens.

The cyclical nature of the offshore marine services business and the
decreased number of vessels have also contributed to a reduction in the number
of vessel owning and operating companies. The Company estimates that there are
currently 19 other supply vessel operating companies competing in the Gulf of
Mexico, significantly lower than estimates made as recently as 1990. The largest
four companies (the Company, Tidewater, Inc., Ensco and Seacor Holdings, Inc.)
are estimated to operate 64% of the supply vessels operating in the Gulf of
Mexico. Thirteen companies have ten or fewer supply vessels.

During the fourth quarter of 1992 and calendar 1993, supply vessel
operations improved due to increased drilling activity in the Gulf of Mexico
coupled with further downsizing of the industry's offshore vessel fleet. From
December 1992 to December 1993, the number of contracted drilling rigs in the
Gulf of Mexico increased from 109 to 137. In 1994, the number of contracted
drilling rigs decreased to a low of approximately 120 before recovering to
approximately 140 by year-end. Average industry utilization for offshore supply
vessels, however, declined significantly from December 1993 levels of
approximately 96% to a low in May 1994 of 80% due primarily to the increased
number of vessels in the industry fleet. Company utilization and average supply
vessel dayrates declined from December 1993 levels of approximately 89% and
$4,026, respectively, to a low utilization rate of approximately 67% in June
1994, at which time the average dayrate was $3,153. On October 18, 1995, the
utilization rate for the Company's vessels was 95% and the average supply vessel
dayrate was $3,263. The Company believes its current utilization and average
dayrates are substantially comparable to those of the other major competitors in
the offshore marine services business.

THE COMPANY'S FLEET

The Company's fleet has an average age of approximately 15 years. The
Company's vessels support the entire range of the offshore exploration and
development business, including towing and anchor-handling of mobile drilling
rigs and equipment, transporting supplies necessary to sustain drilling,
workover and production activities, supporting offshore pipelaying and
construction activities, and assisting geophysical evaluation.

21
<PAGE> 23

The following table provides information, as of September 30, 1995,
regarding the 56 vessels owned, the four vessels bareboat-chartered and the one
vessel managed by the Company.

<TABLE>
<CAPTION>
LENGTH
OVERALL YEAR
NAME IN FEET CLASSIFICATION COMPLETED IHP
- ---- ------- -------------- --------- -----
<S> <C> <C> <C> <C>
OWNED(1):
HOS War Admiral . . . . . . . . . . . . 220 Supply 1991 4,000
HOS Man O'War . . . . . . . . . . . . . 220 Supply 1991 4,000
HOS Boss Hoss . . . . . . . . . . . . . 220 Supply 1991 4,000
HOS Sea Hero . . . . . . . . . . . . . 220 Supply 1991 4,000
HOS Gallant Fox . . . . . . . . . . . . 214 Supply 1978 3,600
HOS Sly Fox . . . . . . . . . . . . . . 214 Supply 1978 3,600
HOS Majestic Prince . . . . . . . . . . 192 Supply 1979 3,900
HOS Whirlaway . . . . . . . . . . . . . 192 Supply 1979 3,900
HOS Chief . . . . . . . . . . . . . . . 192 Supply 1982 2,500
HOS Belle . . . . . . . . . . . . . . . 192 Supply 1982 2,500
HOS Dark Star . . . . . . . . . . . . . 192 Supply 1985 4,600
HOS Native Dancer . . . . . . . . . . . 192 Supply 1975 2,240
HOS Sword Dancer . . . . . . . . . . . 192 Supply 1974 2,240
HOS Normandy . . . . . . . . . . . . . 191 Tug/Supply 1982 4,600
HOS Bravo . . . . . . . . . . . . . . . 191 Tug/Supply 1982 4,600
HOS Chaleur . . . . . . . . . . . . . . 191 Tug/Supply 1982 4,600
HOS Liberty . . . . . . . . . . . . . . 191 Tug/Supply 1982 4,600
HOS Fortune . . . . . . . . . . . . . . 191 Tug/Supply 1979 4,600
HOS Samson . . . . . . . . . . . . . . 191 Tug/Supply 1979 4,600
HOS Crusader . . . . . . . . . . . . . 188 Supply 1981 3,000
HOS High Quest . . . . . . . . . . . . 188 Supply 1980 3,000
HOS Black Gold . . . . . . . . . . . . 188 Supply 1981 3,000
HOS Lone Wolf . . . . . . . . . . . . . 188 Supply 1981 3,000
HOS Gate Dancer . . . . . . . . . . . . 188 Supply 1981 3,000
HOS Career Boy . . . . . . . . . . . . 187 Supply 1973 2,250
HOS Risen Star . . . . . . . . . . . . 185 Supply 1977 3,600
HOS Swaps . . . . . . . . . . . . . . . 185 Supply 1977 3,600
HOS Cavalcade . . . . . . . . . . . . . 185 Supply 1977 3,600
HOS Dover . . . . . . . . . . . . . . . 185 Supply 1978 3,600
HOS Barrow . . . . . . . . . . . . . . 185 Supply 1978 3,600
HOS Success . . . . . . . . . . . . . . 185 Supply 1976 3,600
HOS Conception . . . . . . . . . . . . 185 Supply 1976 3,600
HOS Canonero . . . . . . . . . . . . . 180 Supply 1975 2,500
HOS Nashua . . . . . . . . . . . . . . 180 Supply 1978 2,500
HOS Iron Leige . . . . . . . . . . . . 180 Supply 1979 2,500
HOS Gun Bow . . . . . . . . . . . . . . 180 Supply 1979 2,500
HOS Gallant Man . . . . . . . . . . . . 180 Supply 1979 2,500
HOS Seattle Slew . . . . . . . . . . . 180 Supply 1979 2,500
HOS High Gun . . . . . . . . . . . . . 180 Supply 1979 2,500
HOS Avatar . . . . . . . . . . . . . . 180 Supply 1979 2,500
HOS Bold Ruler . . . . . . . . . . . . 180 Supply 1979 1,800
HOS Alydar . . . . . . . . . . . . . . 180 Supply 1979 2,100
HOS Alysheba . . . . . . . . . . . . . 180 Supply 1983 3,600
HOS Affirmed . . . . . . . . . . . . . 180 Supply 1975 2,100
HOS Bold Forbes . . . . . . . . . . . . 180 Supply 1976 2,240
HOS Agile . . . . . . . . . . . . . . . 180 Supply 1979 3,000
HOS Carry Back . . . . . . . . . . . . 180 Supply 1981 1,800
HOS Gallant Knight . . . . . . . . . . 175 Supply 1982 1,800
HOS Advocator . . . . . . . . . . . . . 170 Supply 1976 2,100
</TABLE>

22
<PAGE> 24

<TABLE>
<CAPTION>
LENGTH
OVERALL YEAR
NAME IN FEET CLASSIFICATION COMPLETED IHP
- ---- ------- -------------- --------- -----
<S> <C> <C> <C> <C>
HOS Cape Charles . . . . . . . . . . . 166 Supply 1981 1,800
HOS Count Fleet . . . . . . . . . . . . 166 Supply 1976 2,240
HOS Shut Out . . . . . . . . . . . . . 166 Supply 1977 2,240
HOS Count Turf . . . . . . . . . . . . 166 Supply 1976 2,240
HOS Secretariat . . . . . . . . . . . . 150 Supply 1980 1,860
HOS Assault . . . . . . . . . . . . . . 110 Crew 1979 2,025
HOS Messenger . . . . . . . . . . . . . 110 Crew 1979 2,025

BAREBOAT CHARTERED:
HOS Bold Venture . . . . . . . . . . . 192 Supply 1981 2,500
HOS Centurion . . . . . . . . . . . . . 187 Supply 1982 2,500
HOS Citation . . . . . . . . . . . . . 187 Supply 1982 2,500
HOS Determine . . . . . . . . . . . . . 185 Supply 1982 2,500

MANAGED:
Gyre . . . . . . . . . . . . . . . . . 170 Research 1979 2,250
</TABLE>

- -------------

(1) At September 30, 1995, 22 vessels owned by the Company were
pledged as security for approximately $3,606,000 of MARAD-
guaranteed debt and approximately $18,571,000 of bank debt.

BUSINESS STRATEGY

The Company's operating strategy is to provide its customers with
high-quality, quick-response service and a diverse and well equipped and
maintained fleet of vessels. Offshore supply fleets compete on the basis of a
variety of factors, including quality and type of equipment, price, service and
reputation. Management believes that the Company's operating capabilities and
reputation in the offshore marine services industry allow it to compete
favorably with other fleets in the Gulf of Mexico.

Management has identified several strategies for future growth. The
Company, which has made three significant Gulf fleet acquisitions and several
smaller acquisitions since 1990, continues to search for opportunities to
enhance its position in the Gulf of Mexico through the strategic acquisition of
vessels available in that market. The Company also will seek to increase the
size of its fleet by purchasing or building new vessels if market conditions
justify such purchases or construction. Additionally, the Company continues to
pursue potential opportunities for growth in the offshore marine services
business in international markets, as evidenced by the July 1993 Ravensworth
Acquisition and the November 1994 Seaboard Acquisition. See "-- North Sea
Affiliates."

CUSTOMERS AND CHARTER TERMS

Substantially all of the Company's charters in the Gulf of Mexico are
short-term contracts (30 to 45 days) or spot contracts (less than 30 days) and
all are cancelable upon short notice. The terms of charters are determined
through negotiation and vary widely. Because of renewals, the stated duration of
charters frequently has little relationship to the actual time a vessel is
chartered to a particular customer. Charters are obtained through competitive
bidding or, with established customers, through negotiation. The Company
believes that the short terms of its charters can be advantageous as they will
enable the Company to benefit from any increase in dayrates resulting from
increased demand in the offshore marine services industry. Conversely, the short
charter terms do not protect the Company against any decrease in utilization or
dayrates resulting from a downturn in the industry. As discussed below,
Ravensworth and Seaboard generally conduct their business pursuant to longer
term contracts for vessel support service.

The Company's customers consist principally of major and independent
oil and gas exploration and development companies. During 1994, the vessels were
chartered to 114 customers. The number and identity of the Company's customers
vary from year to year. In past years, several customers have accounted for 10%
or more of the Company's consolidated

23
<PAGE> 25

revenues, although the identity of such customers varies from year to year.
Typically, invoices for services were paid within 30 to 45 days of the invoice
date. Because of the variety and number of customers each year, the Company's
management believes that the loss of any one customer would not have a material
adverse effect on the Company.

CERTAIN GOVERNMENT REGULATION

Many aspects of the offshore marine services industry are subject to
direct governmental regulation. The Company is subject to the jurisdiction of
the U.S. Coast Guard, the National Transportation Safety Board and the U.S.
Customs Service, as well as private industry organizations such as the American
Bureau of Shipping. The Coast Guard and the National Transportation Safety Board
set safety standards and are authorized to investigate vessels at will. The
operations of Ravensworth and Seaboard and the North Sea Manager are subject to
direct governmental regulation, including by the Department of Transportation
and the Health and Safety Executive of the United Kingdom. If the Company
expands its operations to foreign waters, it will also be subject to regulation
by other governments.

In addition to laws and regulations directly affecting the Company, the
Company's business is also influenced by laws, regulations and policies which
impact the drilling programs of its customers and of the oil and gas industry as
a whole.

The operations of the Company are subject to federal, state and, for
onshore activities, local laws and regulations relating to protection of the
environment. Although the Company believes that its operations are in general
compliance with applicable environmental regulations, risks of substantial costs
and liabilities are inherent in offshore marine service operations, and there
can be no assurance that significant costs and liabilities will not be incurred.
Moreover, it is possible that other developments, such as increasingly strict
environmental laws, regulations and enforcement policies thereunder, and claims
for damages to property, persons or the environment resulting from the Company's
operations could result in substantial costs and liabilities to the Company.
Without limiting the generality of the foregoing, the Company's operations are
subject to the Outer Continental Shelf Lands Act, and regulations promulgated
thereunder, which regulate the activities of offshore service vessels, require
vessel owners and operators to demonstrate financial and operational
responsibility and provide for certain limitations on the liability of vessel
owners and operators. The Company's operations also are subject to the Federal
Water Pollution Control Act of 1972, as amended, which imposes strict controls
against the discharge of oil and other pollutants into surface waters within
their jurisdiction. Any hazardous substances transported by the Company are
subject to regulation under the Resource Conservation and Recovery Act and the
Hazardous Materials Transportation Act. Numerous other environmental laws and
regulations also apply to the operations of the Company, and such laws and
regulations are subject to frequent changes. The Company's insurance policies
provide coverage for accidental occurrences of seepage and pollution and/or
cleanup and containment of the foregoing. Although the Company's losses from
such occurrences have not historically exceeded its insurance coverage, there is
no assurance that this will continue to be the case. Management believes,
however, that the Company's insurance coverage is adequate and comparable to
that generally carried in the offshore marine services industry.

The Company has received and is responding to a subpoena for documents
from the United States District Court for the Southern District of Texas,
Houston Division. The scope of the subpoena suggests an interest in the
Company's compliance with certain environmental statutes and regulations,
violations of which could carry both civil and criminal liabilities. The
subpoena seeks information concerning the Company's vessels since January 1,
1993 regarding vessel operations as they relate to the purchase, use and
disposition of petroleum and related products.

It is the Company's policy to comply with all applicable laws,
including laws designed to protect the environment. While management and the
board of directors of the Company do not believe that any outcome of the
investigation would have a material adverse effect on the financial position of
the Company, they cannot predict the nature or ultimate outcome of the
investigation or any proceeding that might be based thereon.

NORTH SEA AFFILIATES

Business

Ravensworth and Seaboard, through their subsidiaries, are engaged in
the offshore marine services business primarily serving the oil and gas industry
in the North Sea by providing safety standby vessels. Under the United Kingdom's
Offshore Installations (Emergency Procedures) Regulations 1976 and Code for the
Assessment of the Suitability of Standby Vessels, as revised in 1991
(collectively, the "Safety Code"), existing manned platforms and offshore
drilling rigs are subject to offshore marine safety requirements and offshore
operations and operators are required to engage and maintain the

24
<PAGE> 26

availability of safety standby vessels. The Safety Code requires that a vessel
"standby" to provide a means of rescuing platform or rig personnel in the event
of an emergency at such an offshore facility.

Through the combined fleet of 29 vessels, 23 owned and six chartered,
Ravensworth and Seaboard provide such safety standby services, generally
pursuant to long-term charters. Of the 29 vessels, 23 are currently under
charters as of September 30, 1995. Seven of these charters expire in 1995, seven
expire in 1996, four expire in 1997, two expire in 1999, one expires in 2002 and
two expire in 2003. Charters at Ravensworth and Seaboard are generally
terminable upon varying notice periods, and certain charters provide for
compensation for early termination or effectively prohibit termination due to
charter rates being above then prevailing market rates. Due to the requirement
to maintain a safety standby vessel in the operational area 24 hours per day,
seven days per week, most charters provide for the safety standby service to be
provided without specifying a particular vessel, thus allowing Ravensworth and
Seaboard to move their vessels to an alternative project, to shipyards for
repairs and maintenance, or to port to exchange crews and take on fuel and
supplies, by replacing the primary vessel with a relief vessel. The requirement
for constant coverage, however, requires, as a practical matter, that
Ravensworth and Seaboard have vessels available for substitution when primary
vessels are off-line and therefore prohibits commitment of all vessels to
separate full time charters. From time to time, under short-term arrangements,
Ravensworth and Seaboard may either charter in other vessels to meet their
contractual commitments or charter out their own vessels to enable third parties
to meet similar obligations. Recently, safety standby vessel utilization in the
North Sea has been negatively affected by sharing arrangements, whereby
operations with facilities in close proximity to one another coordinate in order
to share safety standby vessel support.

Dayrates for the Ravensworth and Seaboard vessels are not comparable to
Gulf of Mexico supply vessel dayrates because (i) they are governed by long-term
charters and (ii) the rates are designed to cover significant additional costs
borne by Ravensworth and Seaboard not applicable to supply vessel operations.
These additional costs include larger, more expensive crews and fuel costs. Fuel
costs are normally paid by the customer in supply vessel operations.

All of the Ravensworth vessels and all of the Seaboard vessels are
operated by Seaboard and the North Sea Manager. The crews and officers who work
on the vessels are employed by foreign subsidiaries of Ravensworth and Seaboard.

Ravensworth has three full time and two part time employees who perform
general and administrative functions of the Ravensworth operations and oversee
the safety standby operations generally, including the contractual relations
with clients. Seaboard, which is over time transferring management to the North
Sea Manager, and the North Sea Manager together have 35 employees who manage
day-to-day operations.

Ravensworth's 23 vessels are registered as British ships, with ports of
registry at Douglas, Isle of Man; Aberdeen, Scotland; Glasgow, Scotland; or
London, England. Five of Seaboard's vessels are registered as British ships, and
one Seaboard vessel is registered as a Bahamian ship, all with ports of registry
at Inverness, Scotland. All of these vessels are subject to the laws of the
applicable jurisdiction as to ownership, registration and manning of vessels. In
addition, such vessels are subject to the requirements of a number of
international conventions to which the jurisdictions where the vessels are
registered are parties. Further, vessels operated as safety standby vessels in
the U.K. sector of the North Sea are subject to the requirements of the
Department of Transportation and of the Health and Safety Executive of the
United Kingdom pursuant to the Safety Code.

Ravensworth and Seaboard Fleets

The following table provides information as of September 30, 1995,
regarding the 29 vessels in which either Ravensworth or Seaboard has an
interest, each of which is a safety standby vessel.

<TABLE>
<CAPTION>
LENGTH YEAR
OVERALL COMPLETED/
NAME IN FEET CONVERTED IHP
---- ------- --------- ---
<S> <C> <C> <C>
RAVENSWORTH OWNED:
Seaboard Snipe . . . . . . . . . . . . . . . 185 1972/1992 3600
Scott Guardian . . . . . . . . . . . . . . . 180 1993 2250
Trafalgar Guardian . . . . . . . . . . . . . 180 1994 2250
Seaboard Swan . . . . . . . . . . . . . . . . 175 1971/1991 4200
Seaboard Transporter . . . . . . . . . . . . 175 1971/1990 4200
</TABLE>

25
<PAGE> 27

<TABLE>
<CAPTION>
LENGTH YEAR
OVERALL COMPLETED/
NAME IN FEET CONVERTED IHP
---- ------- --------- ---
<S> <C> <C> <C>
Seaboard Skua . . . . . . . . . . . . . . . . 175 1971/1991 4200
Seaboard Carrier . . . . . . . . . . . . . . 175 1967/1990 3000
Seaboard Scout . . . . . . . . . . . . . . . 175 1974/1990 2500
Sunset Baronet . . . . . . . . . . . . . . . 175 1985/1992 2200
Sunset Earl . . . . . . . . . . . . . . . . . 175 1985/1991 2200
Safe Protector . . . . . . . . . . . . . . . 175 1973/1991 2200
Sunset Searcher . . . . . . . . . . . . . . . 174 1985/1991 4200
Sunset Seeker . . . . . . . . . . . . . . . . 174 1985/1991 4200
Seaboard Capella . . . . . . . . . . . . . . 168 1968/1991 2500
Seaboard Swallow . . . . . . . . . . . . . . 165 1972/1990 2500
Seaboard Swift . . . . . . . . . . . . . . . 165 1973/1990 2500
Seaboard Castor . . . . . . . . . . . . . . . 154 1947/1992 1100

RAVENSWORTH SALE/CHARTER/PURCHASE INTEREST:(1)
Seaboard Sapphire . . . . . . . . . . . . . . 182 1980/1990 2700
Seaboard Supreme . . . . . . . . . . . . . . 182 1981/1990 2700
Seaboard Sentry . . . . . . . . . . . . . . . 182 1979/1990 2700
Seaboard Support . . . . . . . . . . . . . . 182 1979/1990 2700
Seaboard Sceptre . . . . . . . . . . . . . . 180 1981/1990 2700
Seaboard Sovereign . . . . . . . . . . . . . 180 1979/1990 2700

SEABOARD OWNED:
Seaboard Implacable . . . . . . . . . . . . . 245 1965/1984 2500
Seaboard Illustrious . . . . . . . . . . . . 234 1972/1986 2160
Seaboard Integrity . . . . . . . . . . . . . 231 1969/1985 1750
Seaboard Intrepid . . . . . . . . . . . . . . 231 1969/1985 1750
Seaboard Invincible . . . . . . . . . . . . . 231 1971/1986 2400
Seaboard Coral . . . . . . . . . . . . . . . 200 1977/1992 4200
</TABLE>

- --------------------

(1) These six vessels are operated under charters. Pursuant to
agreements entered into at the time the vessels were sold and
chartered back, Ravensworth may acquire the owners of the
vessels or be required to repurchase such vessels from such
owners.

RAVENSWORTH ACQUISITION TERMS

On July 23, 1993, the Company effected the Ravensworth Acquisition by
acquiring 49.9% of the outstanding capital stock of Ravensworth from Ravensworth
Holdings Limited ("RHL"), the sole beneficial holder of the outstanding capital
stock of Ravensworth, for a purchase price of $11 million in cash and
approximately $2.7 million in the form of 158,978 restricted shares of Common
Stock of the Company.

In connection with the Ravensworth Acquisition, the Company acquired
options to purchase the remaining outstanding capital stock of Ravensworth,
exercisable after January 1, 1995 in two equal annual installments, with the
first option exercisable on or before March 31, 1996 (the "1995 Option") and the
second option exercisable on or before March 31, 1997 (the "1996 Option").

The Company may, at its election, accelerate the exercise of the 1996
Option to any date on or after January 1, 1995. The 1996 Option will expire
unless the 1995 Option is exercised in full. The consideration payable upon
exercise of the 1995 Option and the 1996 Option is to be paid one-third in cash
and two-thirds in Common Stock valued at Market Price, as defined in the
applicable agreements. The Company may elect to pay in U.S. dollars any payments
that would otherwise be made to RHL in the Company's Common Stock. The per share
option exercise prices are equal to the per share price originally paid by the
Company for its initial 49.9% investment, plus simple interest at 7% (compounded
annually) from the closing of the initial acquisition through date of payment.
The aggregate option payment for the 1995 Option (or the 9.9%

26
<PAGE> 28

option exercised as part of the Ravensworth Acquisition) is subject to reduction
by 50% of any deficit in actual Ravensworth EBDIT below a target EBDIT for 1994
and 1995, and the option payment for the 1996 Option will be reduced by 25% of
such deficit for 1996. Based on Ravensworth's EBDIT performance in 1994, the
option price for the 9.9% option exercised in 1993 was adjusted downward by
approximately $1,800,000, resulting in the surrender and cancellation of
approximately 106,000 of such 158,978 shares of the Company's Common Stock. Any
downward adjustment in excess of the aggregate option payment otherwise payable
with respect to the 1995 Option will be carried forward as an adjustment to any
future option payment or, if not fully so utilized, applied against the Put
payment described below, if applicable, or applied in connection with payments
called for under the third party sale arrangement discussed below. The maximum
decrease in option payment with respect to any year for which EBDIT is measured
against a specified target is limited to $4 million. Any decrease in excess of
$4 million for any such year will not be carried forward.

The Company is required to pay RHL annual performance incentives equal
to 50% of the excess, if any, of actual Ravensworth EBDIT over certain targeted
EBDIT levels with respect to fiscal year 1995, and 25% with respect to fiscal
year 1996 (the "Performance Incentives"). The maximum Performance Incentive
payment in any year for which EBDIT is measured against a specified target is
limited to $4 million. If Performance Incentives are required, they will be paid
in cash in U.S. dollars. Future Performance Incentives are payable only if the
Company exercises the 1995 Option.

If the Company exercises the 1995 Option but does not exercise the 1996
Option, RHL has a corresponding "put" (the "Put"), upon termination of the
option exercise period, to require the Company to purchase the shares of
Ravensworth covered by the 1996 Option at the same price, including adjustments,
and for the same consideration as is applicable to the 1996 Option. If the
Company does not exercise the 1995 Option by March 31, 1996, the 1995 Option and
the 1996 Option will expire and either the Company or RHL will have the right to
initiate the sale of Ravensworth to an unrelated third party. In the event such
a third party makes an offer that is accepted by RHL or the Company, as the case
may be, but rejected by the other, the rejecting party shall be obligated to
purchase the accepting party's Ravensworth shares on terms and conditions
substantially identical to the terms and conditions of the offer made by the
third party.

Pursuant to rights granted in connection with the Ravensworth
Acquisition, the Company is entitled to nominate directors to be elected to the
Board of Directors of Ravensworth commensurate with its ownership interest in
Ravensworth, and RHL has agreed to vote its shares for the Company's designees
to Ravensworth's Board. The Company has nominated and caused to be elected three
directors to the six-member Board of Directors of Ravensworth. In addition, the
consent of the Company is required before Ravensworth takes certain significant
actions.

SEABOARD ACQUISITION TERMS

Effective November 30, 1994, the Company's newly formed 49.9%-owned
affiliate, Seaboard, effected the Seaboard Acquisition by acquiring all of the
outstanding capital stock of SOGL which, together with its subsidiaries, owns
six (6) safety standby vessels operating in the North Sea. The acquisition of
the SOGL equity securities was accomplished for nominal consideration. To
facilitate the transaction, the Company made a Pounds Sterling 1.5 million loan
to SOGL and guaranteed approximately Pounds Sterling 302,000 of SOGL debt. RHL,
the 50.1% owner of the Company's 49.9% owned North Sea affiliate, Ravensworth,
guaranteed to the Company the repayment of 50.1% of the loan to SOGL.

The North Sea Manager, the Company's 49.9% owned affiliate formed in
conjunction with the Seaboard Acquisition, provides management services to the
six Seaboard vessels as well as the 23 Ravensworth vessels. The remaining 50.1%
equity interest in Seaboard and the remaining 50.1% equity interest in North Sea
Manager are owned by RHL. In connection with the exercise of its options to
acquire the remaining outstanding capital stock of Ravensworth, the Company will
be entitled to receive for no additional consideration a corresponding amount of
the remaining equity interests in North Sea Manager. If the Company has
exercised its options to acquire the remainder of the capital stock of
Ravensworth, the Company may exercise an option to acquire the remaining
outstanding capital stock of Seaboard for nominal consideration through June 30,
1999, and thereafter at Market Value, as defined.

In connection with consummating the Seaboard Acquisition, SOGL's
existing loans were restructured on a substantially non-recourse basis to the
Company. In addition, the transaction made provisions to bring the full
management function for both the Ravensworth and Seaboard fleets under the
control of the Company and RHL through the North Sea Manager, a major milestone
in the development of the Company's North Sea presence.

The performance of Seaboard and its subsidiaries and the North Sea
Manager will be combined with the performance of Ravensworth for purposes of
calculating EBDIT-based performance incentives or option price adjustments
provided for in the Ravensworth Acquisition.

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<PAGE> 29

Pursuant to rights granted in connection with the Seaboard Acquisition
and the formation of the North Sea Manager, the Company is entitled to nominate
directors to be elected to the boards of directors of Seaboard and the North Sea
Manager commensurate with its ownership interests in such companies, and RHL has
agreed to vote its shares for the Company's designees to such companies' boards.
The Company has nominated and caused to be elected the appropriate directors to
the boards of directors of such companies. In addition, the consent of the
Company is required before Seaboard or the North Sea Manager take certain
significant actions.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table and descriptions set forth information regarding
directors and executive officers of the Company. Directors are elected at the
Company's annual meeting of stockholders and serve for one-year terms or until
their successors are elected and qualified, or until their earlier resignation
or removal in accordance with the Company's bylaws. Officers are elected
annually by the Board of Directors and serve for one-year terms or until their
successors are chosen or until their resignation or removal.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Larry D. Hornbeck 56 Chairman of the Board of Directors, President and
Chief Executive Officer
Bernie W. Stewart 51 Senior Vice President and Chief Operating Officer
Robert W. Hampton 44 Vice President, Treasurer and Chief Financial Officer
Roger M. Sykes 51 Vice President - Marketing
Terry Jett 51 Vice President of Sales, Manager - East
Harvey C. Haskett 53 Vice President of Sales - West
Richard R. Ellison 44 Vice President and Secretary
John D. Opiela 37 Vice President and Controller
Robert E. Schuller, Jr. 65 Director
Billy Pugh 71 Director
Warren B. Idsal 49 Director
Anthony W. Henfrey 50 Director
L. E. Simmons 49 Director
Bruce W. Hunt 37 Director
</TABLE>

Larry D. Hornbeck is Chairman of the Board, President and Chief
Executive Officer of the Company. He has held these positions and has been a
director since he founded the Company in January 1981. Prior to 1981, Mr.
Hornbeck was Chairman of the Board, President and Chief Executive Officer of
Seal Fleet, Inc., a publicly held international offshore supply vessel company.
Mr. Hornbeck has more than 26 years of senior management experience in the
offshore marine services industry, including international operations. He also
serves as a director of Coastal Towing, Inc.

Bernie W. Stewart has been Senior Vice President and Chief Operating
Officer of the Company since February 1995. From October 1993 until he joined
the Company, he pursued various business opportunities. From 1986 to October
1993, Mr. Stewart was President of Western Oceanic Inc., a wholly owned
subsidiary of The Western Company of North America.

Robert W. Hampton has been Vice President, Treasurer and Chief
Financial Officer of the Company since February 1990. He was Vice President of
American Exploration Company, a publicly held independent oil and gas company,
from 1986 to 1989. From 1982 to 1986, Mr. Hampton was a Senior Manager in the
Houston office of Price Waterhouse. Mr. Hampton has more than five years of
experience in the offshore marine services industry.

Roger M. Sykes has been Vice President Marketing of the Company since
March 1993 and from January 1992 to March 1993 he was the Vice President
International of the Company. He was Director of International Marketing of
Zapata Gulf Marine from 1985 to December 1991. Mr. Sykes has managed
international and domestic marketing of offshore marine service vessels for more
than 21 years.

Terry Jett has been Vice President of Sales, Manager East of the
Company since March 1993 and prior to that he was a Vice President of Operations
and Chief Operating Officer of the Morgan City office from January 1990 to March
1993.

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<PAGE> 30

He was Vice President of Point Marine, Inc. from August 1976 until January 1990.
Mr. Jett has more than 23 years of experience in the offshore marine services
industry.

Harvey C. Haskett has been Vice President of Sales West of the Company
since March 1993 and prior to that he was a Vice President of Operations of the
Company from December 1981 to March 1993. He was a director of the Company from
May 1982 to June 1989. Prior to joining the Company in 1981, Mr. Haskett was an
officer of Seal Fleet, Inc., a publicly held offshore supply vessel company. Mr.
Haskett has more than 23 years of experience in the offshore marine services
industry.

Richard R. Ellison has been Vice President and Secretary of the Company
since August 1987. Mr. Ellison also served as Treasurer until February 1990. He
was a director of the Company from August 1987 to June 1989. From December 1980
to August 1987, Mr. Ellison was Assistant Treasurer of Texas Foundries, Inc.,
which manufactures custom castings. Mr. Ellison has more than seven years of
experience in the offshore marine services industry.

John D. Opiela has been Vice President and Controller of the Company
since March 1993 and prior to that he was Vice President and Controller of the
Morgan City office from January 1990 to March 1993. He was the Controller of
Point Marine, Inc. from November 1988 until January 1990. From 1983 through
November 1988, Mr. Opiela worked for the accounting firm, L.D. Crocker and
Company. Mr. Opiela has more than six years of experience in the offshore marine
services industry.

Robert E. Schuller, Jr. has been President of Schuller & Allan, Inc., a
naval architectural and engineering firm since 1966. He has been a director of
the Company since 1981.

Billy Pugh has been the President of Ingleside Marine, Inc. since
October 1989. Mr. Pugh served as the President and a director of Billy Pugh
Offshore, Inc. and its predecessors from 1956 to October 1989 and served as Vice
President of Owens Well Service, Inc. from October 1989 until his retirement in
November 1992. He has been a director of the Company since 1981.

Warren B. Idsal has been a Senior Vice President and Director of
Corporate Finance for Principal Financial Securities, Inc. ("Principal") since
August 1991. From January 1991 until he joined Principal, he served as Deputy
Treasurer of the Texas State Treasury. From February 1990 to December 1990, Mr.
Idsal was a principal and executive officer of Benedetto, Gartland & Greene,
Inc., an investment banking firm. Mr. Idsal has been a director of the Company
since 1989.

Anthony W. Henfrey served from November 1987 to April 1990 as a
Managing Director of Simmons & Company International, an investment banking firm
specializing in the oil and gas service and equipment industry. He has been a
private investor since April 1990. From February 1991 to November 1994 he was
Executive Chairman and since November 1994 has been Non-Executive Chairman of
Oceonics Group PLC, an offshore services company headquartered in Great
Yarmouth, England. He served from July 1994 to April 1995 as Director and from
November 1994 to April 1995 as Deputy Chairman of Pavilion Service Group, a
leading retailer of gasoline, convenience store merchandise and catering service
on the UK freeway network, headquartered in Uxbridge, England. He has been a
director of the Company since August 1990.

L. E. Simmons has for more than five years served as President of L. E.
Simmons & Associates Incorporated (formerly SCF Investment Partners, Inc.),
which, through an affiliate, manages private institutional investment
partnerships. He has been a director of the Company since 1991. Mr. Simmons also
serves as a director of Zions Bancorporation and Computalog Limited.

Bruce W. Hunt has been President of each of Petro-Hunt Corporation,
Portal Energy Corporation and Petrol Marine Corporation since 1988, and Vice
President of Pentad Resources, Inc., since 1992. He has been a director of the
Company since 1992.

29
<PAGE> 31

SELLING STOCKHOLDERS

The following table sets forth certain information regarding the Common
Stock owned by each of the Selling Stockholders:

<TABLE>
<CAPTION>
OWNERSHIP PRIOR OWNERSHIP AFTER
TO THE OFFERING THE OFFERING
----------------------- -----------------------
SHARES TO
NUMBER PERCENT BE SOLD NUMBER PERCENT
------- ------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Distributees of HOS-2 Partners, L.P. (1):

British Empire Securities
& General Trust plc 12,784 * 12,784 -0-

Sundial International
Fund Limited 57,671 * 57,671 -0-

Grandmony Holdings Inc. 31,767 * 31,767 -0-

Pegasus Holding Corp 57,671 * 57,671 -0-

The University of Texas
Permanent University
Fund 76,894 * 76,894 -0-

The Board of Regents of the
University of Texas System 19,224 * 19,224 -0-

FSI Corporation 58,449 * 58,449 -0-

Hillman/Chesapeake
Limited Partnership 115,388 * 115,388 -0-

L. E. Simmons(2) 91,054 * 39,848 51,206 *

L. E. Simmons &
Associates Incorporated 2,761 * 570 2,191 *

Simmons & Company
Holdings 118,189 * 10,322 107,867 *
------- ------- -------
641,852 480,588 161,264
======= ======= =======
</TABLE>

- ---------------------
* Less than one percent.

(1) Each of the distributees was formerly a partner of HOS-2 Partners, L.P.
and received the shares of Common Stock to be sold by it hereunder in a
distribution from such partnership, except that 1,191 shares being sold
by L. E. Simmons & Associates Incorporated were received in a
distribution from HOS Partners, L.P.

(2) L. E. Simmons is a member of the Company's board of directors.

In connection with the financing of the 1990 Point Marine Acquisition,
the Selling Stockholders received registration rights from the Company pursuant
to which the Company is paying the expenses of the Selling Stockholders in
connection with this offering other than any underwriting fees, discounts or
commissions attributable to the shares being sold by the Selling Stockholders
and the travel costs and fees of counsel for the Selling Stockholders.

PLAN OF DISTRIBUTION

The shares of Common Stock offered by this Prospectus may be sold from
time to time by the Selling Stockholders or by pledgees, donees, transferees or
other successors in interest. Such sales may be made in any one or more
transactions (which may involve block transactions) in the over-the-counter
market, on the National Association of Securities Dealers Automated Quotation
System, Inc., on any exchange on which the Common Stock may then be listed, or
otherwise in negotiated transactions or a combination of such methods of sale,
at market prices prevailing at the time of sale, at prices

30
<PAGE> 32

related to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling shares of Common Stock to
or through broker-dealers, and such broker-dealers may sell the shares of Common
Stock as agent or may purchase such shares of Common Stock as principal and
resell them for their own account pursuant to this Prospectus. Such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
shares of Common Stock from whom they may act as agent (which compensation may
be in excess of customary commissions).

The Company has informed the Selling Stockholders that the
antimanipulative rules under the Exchange Act (Rules 10b-6 and 10b-7) may apply
to their sales of shares of Common Stock offered by this Prospectus in the
market. Also, the Company has informed the Selling Stockholders of the need for
delivery of copies of the Prospectus in connection with any sale of securities
registered hereunder in accordance with applicable prospectus delivery
requirements.

In connection with such sales, the Selling Stockholders and any
participating brokers or dealers may be deemed to be "underwriters" as defined
in the Securities Act and any profit on the sale by them of the shares of Common
Stock offered by this Prospectus and any discounts and commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act. In addition, any of the shares of Common
Stock that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.

The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the shares of Common Stock offered by this Prospectus.
Certain of the fees and expenses of this Registration Statement will be borne by
the Company. See "Selling Stockholders."

In order to comply with certain state securities laws, if applicable,
the shares of Common Stock offered by this Prospectus will not be sold in a
particular state unless such securities have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and complied with, and, if so required, will only be sold in that
state through registered or licensed brokers or dealers.

The shares of Common Stock originally issued by the Company to the
Selling Stockholders bear legends as to their restricted transferability. Upon
the effectiveness of the Registration Statement of which this Prospectus is a
part, and the transfer by the Selling Stockholders of any of the shares of
Common Stock pursuant thereto, new certificates representing such shares will be
issued to the transferee, free of any such legends unless otherwise required by
law.

DESCRIPTION OF SECURITIES

A total of 25,000,000 shares of Common Stock, par value $.10 per share
(the "Common Stock"), is authorized by the Company's Restated Certificate of
Incorporation, as amended (the "Restated Certificate of Incorporation"), of
which 13,168,732 shares are issued and outstanding as of September 30, 1995. All
outstanding shares of Common Stock (including the shares of Common Stock offered
by the Selling Stockholders) are duly and validly issued, fully paid and
nonassessable. The holders of Common Stock do not have any preemptive right to
subscribe for or to purchase any additional securities issued by the Company.
There are no conversion, redemption or sinking fund provisions associated with
the Common Stock.

Dividends. Dividends may be paid on the Common Stock out of any funds
legally available for such purpose when, as and if declared by the board of
directors, but subject to the payment or provision for payment of all dividends
required on outstanding shares of the preferred stock and of any other stock
ranking prior to Common Stock as to dividends. See "Price Range of Common Stock
and Dividend Policy."

Voting Rights. Each holder of Common Stock is entitled to one vote per
share on all matters voted on by the stockholders of the Company, subject to
voting rights of holders of preferred stock.

Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Company, after payment or provision for payment of the debts
and other liabilities of the Company and the preferential amounts to which the
holders of any stock ranking prior to Common Stock in the distribution of assets
upon liquidation, the holders of shares of Common Stock and the holders of any
other stock ranking on a parity with Common Stock in the distribution of assets
upon liquidation will be entitled to share ratably in the remaining assets of
the Company.

Transfer Agent. The transfer agent and registrar of the Company's
Common Stock is First Interstate Bank of Texas, N.A., Houston, Texas.

31
<PAGE> 33

PREFERRED STOCK

A total of 5,000,000 shares of preferred stock, par value $1.00 per
share, is authorized by the Company's Restated Certificate of Incorporation. A
total of 500,000 shares of preferred stock has been designated as Series B
Junior Participating Preferred Stock ("Series B Preferred Stock") in connection
with the Company's Stockholder Rights Plan discussed below. No other series of
preferred stock is designated and, as of September 30, 1995, no shares of
preferred stock are outstanding.

STOCKHOLDER RIGHTS PLAN AND CERTAIN CHARTER AND BYLAW PROVISIONS

The Company's board of directors adopted a Stockholder Rights Plan (the
"Plan") on June 20, 1995 and declared a dividend of one right ("Right") for each
outstanding share of the Company's Common Stock to stockholders of record on
July 5, 1995. The Rights only become exercisable, and transferable apart from
the Company's Common Stock, ten business days following a public announcement
that a person or group has acquired beneficial ownership of, or has commenced a
tender or exchange offer for, 20% or more of the Company's Common Stock (each a
"Triggering Event").

Each Right initially entitles the holder to purchase one one-hundredth
of one share of the Company's Series B Preferred Stock at a price of $60.00,
subject to adjustment. In the event that a person becomes a 20% or more holder
("Acquiring Person") of the Company's Common Stock, each holder of a Right
(other than the Acquiring Person) will be entitled, instead, to receive upon
exercise of each Right a number of shares of the Company's Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a current market price equal to twice the exercise price for one one-hundredth
of a share of Series B Preferred Stock. Similarly, if after a Triggering Event
the Company is acquired in a merger or other business combination, or 50% or
more of the Company's assets or earning power are sold or transferred, each
Right will entitle the holder thereof (other than the Acquiring Person) to
receive a number of shares of common stock of the acquiring company having a
current market price equal to twice the exercise price for one one-hundredth of
a share of Series B Preferred Stock.

The Rights may be redeemed by the Company in whole, but not in part, at
a redemption price of $.01 per Right at any time before the Rights become
exercisable. The Rights will expire on June 20, 2005. Pursuant to the Plan, all
500,000 shares of the Company's Series B Preferred Stock have been reserved for
issuance upon exercise of Rights.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company
without the approval of the Company's board of directors. As a result, the
overall effect of the Rights may be to render more difficult or discourage any
attempt to acquire the Company even if such acquisition may be favorable to the
interests of the Company's stockholders. Because the Company's board of
directors can redeem the Rights or approve certain offers, the Rights should not
interfere with any merger or other business combination approved by the
Company's board of directors.

The description and terms of the Rights are set forth in a Rights
Agreement between the Company and First Interstate Bank of Texas, N.A., as
Rights Agent.

Under Delaware law the power to adopt, amend and repeal bylaws is
conferred solely on the stockholders unless the corporation's certificate of
incorporation also confers this power upon its board of directors. The Company's
Restated Certificate of Incorporation grants this power to the board of
directors. The Restated Certificate of Incorporation requires the affirmative
vote or consent of holders of not less than 66-2/3% of each class of stock of
the Company issued and outstanding and entitled to vote in elections of
directors of the Company to approve the merger or consolidation of the Company
with any other corporation, or the liquidation of the Company. A provision of
the Company's bylaws provides that a special meeting of stockholders may be
called only by the chairman of the board of directors, the president, three or
more directors or the holders of not less than one-quarter of the shares having
voting power at the meeting. These provisions, in addition to the Plan and the
existence of authorized but unissued capital stock, may have the effect, either
alone or in combination with each other, of making more difficult or
discouraging a given transaction or change of management deemed undesirable by
the board of directors even if such transaction or change is favorable to the
interests of stockholders.

FOREIGN OWNERSHIP

Under the Merchant Marine Act of 1920, the transportation of
merchandise or passengers for hire in domestic waters is limited to vessels
owned by U.S. citizens that are built in, and registered under the laws of, the
United States. For purposes of these requirements, no corporation is deemed a
U.S. citizen unless, among other things, no more than 25% of any class of its
voting securities are owned by non-U.S. citizens, none of the corporation's
chief executive officer, president

32
<PAGE> 34

or chairman of the board are non-U.S. citizens and no more than a minority of
its board of directors necessary to constitute a quorum are non-U.S. citizens.
If the Company should fail to meet any of the foregoing citizenship
requirements, its vessels become ineligible to engage in trade in U.S. domestic
waters. Furthermore, the foregoing citizenship requirements must be met in order
for the Company to continue to qualify for MARAD-guaranteed financing that
currently exists with respect to certain of its vessels. Certain provisions of
the Company's Restated Certificate of Incorporation are intended to aid
compliance with the foregoing requirements regarding non-U.S. citizen ownership.
Based on the composition of its management and board of directors and the most
recent annual test of its stock ownership, the Company meets these citizenship
requirements.

Under the provisions of the Restated Certificate of Incorporation (i)
any transfer, or attempted or purported transfer, of any shares of capital stock
which would result in the ownership or control by one or more persons who is not
a U.S. citizen for purposes of United States coastwise domestic shipping (as
defined in the Shipping Act of 1916, as amended), of an aggregate percentage of
the shares of capital stock in excess of a fixed percentage (the "Permitted
Percentage") which is equal to 5% less than the percentage that would prevent
the Company from being a U.S. citizen (currently 25%) for purposes of engaging
in United States coastwise domestic shipping, will, until such excess no longer
exists, be void and ineffective as against the Company; and (ii) if at any time
ownership of Common Stock (either of record or beneficial) by persons other than
U.S. citizens exceeds the Permitted Percentage, the Company may withhold payment
of any dividends on such shares deemed to be in excess of the Permitted
Percentage and will suspend the voting rights of such shares.

Certificates representing the Common Stock bear legends concerning the
restrictions on ownership by persons other than U.S. citizens. In addition, the
Company's board of directors is authorized to adopt bylaw provisions (i)
requiring, as a condition precedent to the transfer of shares on the records of
the Company, representations and other proof as to the identity of existing or
prospective stockholders; and (ii) establishing and maintaining a dual stock
certificate system under which different forms of certificates may be used to
indicate whether or not the owner thereof is a U.S. citizen.

CERTAIN UNITED STATES TAX CONSEQUENCES
FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock applicable to Non-U.S. Holders of Common Stock, but does not purport to be
a complete analysis of all the potential tax considerations relating thereto. A
"Non-U.S. Holder" is any person other than (i) a citizen or resident of the
United States, (ii) a corporation or partnership created or organized in the
United States or under the laws of the United States or of any State thereof or
(iii) an estate or trust whose income is includable in gross income for U.S.
federal income tax purposes regardless of its source. An individual may, subject
to certain exceptions, be deemed to be a resident of the United States (as
opposed to a nonresident) by virtue of being present in the United States on at
least 31 days in the calendar year and for an aggregate of at least 183 days
during a three-year period ending with the current calendar year (counting for
such purposes all of the days present in the current year, one-third of the days
present in the immediately preceding year, and one-sixth of the days present in
the second preceding year). U.S. residents are subject to U.S. federal income
tax as if they were U.S. citizens. This discussion is for general information
only and does not consider any specific facts or circumstances, or any state,
local or non-U.S. tax consequences, that may apply to a particular Non-U.S.
Holder. Furthermore, this discussion is based on current provisions of the
Internal Revenue Code of 1986 and Treasury regulations and judicial
interpretations as of the date hereof, all of which are subject to change.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF OWNING AND DISPOSING OF
COMMON STOCK.

Dividends. Generally, dividends paid to a Non-U.S. Holder of Common
Stock will be subject to U.S. withholding tax at the rate of 30% of the amount
of the dividend, or at a lower applicable treaty rate. Under current Treasury
regulations, dividends paid to an address in a foreign country are presumed to
be paid to a resident of such country for purposes of determining the
applicability of a treaty rate. Under proposed Treasury regulations not
currently in effect, however, a holder of Common Stock who wished to claim the
benefit of an applicable treaty rate would be required to file Internal Revenue
Service Form 1001 (Ownership, Exemption, or Reduced Rate Certificate) and,
subject to a de minimis exception, Form 8306 (Certificate of Residence) with the
Company or its agent. Such Forms would contain the holder's name and address and
other pertinent information certified by such holder under penalties of perjury,
and in the case of Form 8306 would include an official statement by the
"competent authority" (as contemplated by the applicable tax treaty) in the
foreign country attesting to the holder's status as a resident of such country.

If, however, the dividend is effectively connected with the conduct of
a trade or business within the United States by a Non-U.S. Holder, the dividend
will be subject to regular U.S. federal income tax at ordinary federal income
tax rates (on

33
<PAGE> 35

a net income basis), which is not collected by withholding, provided the
Non-U.S. Holder files an Internal Revenue Service Form 4224 with the Company or
its agent. Moreover, in the case of a Non-U.S. Holder that is a corporation, a
branch profits tax at the rate of 30% (or lower applicable treaty rate) may be
imposed on such corporation on its earnings (including dividends) effectively
connected with a U.S. trade or business to the extent that such earnings are
considered to be repatriated away from the U.S. trade or business.

Sale of Common Stock. Generally, a Non-U.S. Holder will not be subject
to U.S. federal income tax on any gain recognized upon the sale (or other
disposition) of Common Stock unless (i) such gain is effectively connected with
the conduct of a trade or business within the United States by such holder (in
which case the branch profits tax described above may also apply if the holder
is a foreign corporation), (ii) such holder is an individual who has been
present in the United States for at least 183 days during the taxable year of
the disposition and the Common Stock is a capital asset with respect to the
holder, or (iii) the Company is or has been a "United States real property
holding corporation" for federal income tax purposes and the Non-U.S. Holder
owned, directly or pursuant to certain attribution rules at any time during the
five-year period ending on the date of disposition, more than 5% of the
Company's Common Stock (assuming that Common Stock is regularly traded on an
established securities market). The Company believes that it is not presently a
United States real property holding corporation.

Information Reporting and Backup Withholding. The Company must report
annually to the Internal Revenue Service and to each Non-U.S. Holder the amount
of dividends paid to, and the tax withheld with respect to, each Non-U.S.
Holder. These reporting requirements apply regardless of whether withholding was
reduced by an applicable tax treaty or not required. Copies of these information
returns may also be made available under the provisions of a specific treaty or
agreement with the tax authorities in the country in which the Non-U.S. Holder
resides. U.S. backup withholding tax (which is a withholding tax imposed at the
rate of 31% on certain payments to persons that fail to furnish the information
required under U.S. information reporting requirements) will generally not apply
to dividends paid on Common Stock to a Non-U.S. Holder at an address outside the
United States unless the payor has knowledge that the payee is a United States
person.

Payment of the proceeds of a sale of Common Stock to or through a U.S.
office of a broker will be subject to information reporting and backup
withholding unless the holder certifies as to its status as a Non-U.S. Holder
under penalties of perjury or otherwise establishes an exemption. Payment of the
proceeds of a sale of Common Stock to or through a non-U.S. office of a broker
generally will not be subject to backup withholding or information reporting;
however, if such broker is (i) a United States Person; (ii) a "controlled
foreign corporation," or (iii) a foreign person that derives 50% or more of its
gross income from the conduct of a trade or business in the United States, such
payment will be subject to information reporting (but currently not backup
withholding, although the issue of whether backup withholding should apply is
under consideration by the Internal Revenue Service) unless such broker has
documentary evidence in its records that the holder is a Non-U.S. Holder and
certain other conditions are met or the holder otherwise establishes an
exemption.

Any amounts withheld under the backup withholding rules will be
credited against the Non-U.S. Holder's federal income tax liability, if any, or
refunded, provided the required information is furnished to the Internal Revenue
Service.

Estate Tax. Common Stock owned (or treated as owned) by an individual
who, at the time of death, is neither a citizen or a domiciliary of the United
States will be includable in his gross estate for United States federal estate
tax purposes and thus may be subject to U.S. estate tax, unless an applicable
estate tax treaty provides otherwise.

LEGAL MATTERS

Certain legal matters in connection with the shares of Common Stock
offered hereby are being passed upon for the Company by Keck, Mahin & Cate,
Houston, Texas.

EXPERTS

The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31, 1994
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The statements of revenue and direct expenses of the Cargo Vessel
Division of Oil & Gas Rental Services, Inc. for the years ended October 31, 1994
and October 31, 1993, incorporated by reference in this Prospectus, have been so
incorporated by reference to the Company's Current Report on Form 8-K-A dated
January 27, 1995 amending its Current Report on Form

34
<PAGE> 36

8-K dated November 15, 1994 in reliance on the report of Bourgeois Bennett,
L.L.C., independent accountants, given on the authority of said firm as experts
in auditing and accounting.

35
<PAGE> 37

===============================================================================

No dealer, salesman or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offering
described herein. If given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Common Stock in any jurisdiction where, or
to any person to whom, it is unlawful to make such solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . .
Prospectus Summary . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . . . . .
Price Range of Common Stock and Dividend
Policy . . . . . . . . . . . . . . . . . . . . .
Selected Historical and Pro Forma
Financial Data . . . . . . . . . . . . . . . . .
Unaudited Pro Forma Combined
Financial Information . . . . . . . . . . . . . .
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . .
Business and Properties . . . . . . . . . . . . . .
Management . . . . . . . . . . . . . . . . . . . .
Selling Stockholders . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . .
Description of Securities . . . . . . . . . . . . .
Certain United States Tax Consequences for
Non-U.S. Holders of Common Stock . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

===============================================================================

480,588 SHARES

(LOGO)

HORNBECK OFFSHORE
SERVICES, INC.

COMMON STOCK

------------------

PROSPECTUS

------------------

October 27, 1995

===============================================================================

36
<PAGE> 38

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses to be paid by the Company
in connection with the issuance and distribution of the securities being
registered. All expenses other than the Commission registration fee are
estimated.

<TABLE>
<S> <C>
Commission registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,570

Fees and expenses of accountants . . . . . . . . . . . . . . . . . . . . . . . . . 40,000

Fees and expenses of counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,000

Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 15,500

Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,320

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,610
--------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $210,000
========
</TABLE>

In connection with the financing of the 1990 Point Marine Acquisition,
the Selling Stockholders received registration rights from the Company pursuant
to which the Company is paying the expenses of the Selling Stockholders in
connection with the distribution of their securities being registered, other
than underwriters' discounts and commissions attributable to the shares being
sold by the Selling Stockholders and the travel costs and fees and expenses of
counsel for such Selling Stockholders estimated at $20,000.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145 or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators;

II-1
<PAGE> 39

and empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liabilities
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of a fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

Article Eight of the Company's restated certificate of incorporation
states that:

The corporation shall indemnify, to the full extent permitted by
Section 145 of the General Corporation Law of Delaware, as amended from time to
time, all persons whom it may indemnify pursuant thereto. No director shall be
personally liable to the Corporation or any stockholder for monetary damages for
breach of fiduciary duty as a director, except on any matter in respect of which
such director shall be liable under Section 174 of Title 8 of the General
Corporation Law of Delaware or any amendment thereto or successor provision
thereto or shall be liable by reason that, in addition to any and all other
requirements for such liability, such director (i) shall have breached his or
her duty or loyalty to the Corporation or its stockholders, (ii) shall not have
acted in good faith or, in failing to act, shall not have acted in good faith,
(iii) shall have acted in a manner involving intentional misconduct or a knowing
violation of law, or in failing to act, shall have acted in a manner involving
intentional misconduct or a knowing violation of law or (iv) shall have derived
an improper personal benefit. Neither the amendment nor repeal of this Article
Eight nor the adoption of any provision of the Certificate of Incorporation
inconsistent with this Article Eight, shall eliminate or reduce the effect of
this Article Eight in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article Eight would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.

The Company's bylaws further provide that the Company shall indemnify
its officers, directors and employees to the fullest extent permitted by law.

In addition to the provisions of the Company's restated certificate of
incorporation and bylaws, the Company has taken such other steps as are
reasonably necessary to effect its indemnification policy. Included among such
other steps is liability insurance provided by the Company for its directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors or officers of the Company and its North Sea
affiliates.

ITEM 16. EXHIBITS.

Each Exhibit set forth below is, except as noted, incorporated by
reference to the applicable Commission filing referenced in the description
thereof.

EXHIBIT NO.

2(a) Asset Purchase Agreement dated as of November 16, 1992, by and among
Registrant, a subsidiary of Registrant and Petrol Marine Corporation
(Form 8-K, November 25, 1992, SEC File No. 0-10809, Exhibit 2(a)).

2(b) Asset Purchase Agreement dated as of November 16, 1992, by and among
Registrant, certain subsidiaries of Registrant, Pentad Offshore
Corporation and Pentad Resources, Inc. (Form 8-K, November 25, 1992,
SEC File No. 0-10809, Exhibit 2(b)).

2(c) Asset Purchase Agreement dated as of November 16, 1992, by and among
Registrant, certain subsidiaries of Registrant, Portal Energy
Corporation and Portal Corporation (Form 8-K, November 25, 1992, SEC
File No. 0-10809, Exhibit 2(c)).

2(d) Stock Purchase Agreement, dated May 26, 1993, by and between the
Registrant and Ravensworth Holdings Limited (Form 8-K, May 26, 1993,
SEC File No. 0-10809, Exhibit 2(d)).

II-2
<PAGE> 40

2(e) Stock Option and Ancillary Rights Agreement, dated May 26, 1993, by and
between Registrant and Ravensworth Holdings Limited (Form 8-K, May 26,
1993, SEC File No. 0-10809, Exhibit 2(b)).

2(f) Agreement for Purchase and Sale of Vessels, dated November 15, 1994, by
and between Registrant and Oil & Gas Rental Services, Inc. (Form 8-K,
October 6, 1994, SEC File No. 0-10809, Exhibit 2(a)).

2(g) Share, Business and Asset Acquisition Agreement relating to purchase of
Seaboard Offshore Group Limited, dated as of November 30, 1994, by and
among Seaboard Holdings Limited and the Shareholders of Seaboard
Offshore Group Limited and joined for certain limited purposes by other
parties (Form 10-K, December 31, 1994, SEC File No. 0-10809, Exhibit
2(g)).

4(a) Restated Certificate of Incorporation of Hornbeck Offshore Services,
Inc., as amended, including Certificate of Designations of Series B
Junior Participating Preferred Stock (Form 8-A/A Amendment No. 2, June
21, 1995, Hornbeck Offshore Services, Inc., Exhibit 3.2i).

4(b) Restated Bylaws of Hornbeck Offshore Services, Inc. as of June 20, 1995
(Form 8-A/A Amendment No. 2, June 21, 1995, Hornbeck Offshore Services,
Inc., Exhibit 3.2ii).

4(c) Rights Agreement dated as of June 20, 1995 between Hornbeck Offshore
Services, Inc. and First Interstate Bank of Texas, N.A., as Rights
Agent, which includes as Exhibit A the Certificate of Designations of
Series B Junior Participating Preferred Stock, as Exhibit B the form of
Right Certificate and as Exhibit C the form of Summary of Rights to
Purchase Stock (Form 8-A, June 21, 1995, Hornbeck Offshore Services,
Inc., Exhibit 4.1).

4(d) Agreement Concerning Registration Rights between Registrant and Larry
D. Hornbeck, dated as of June 28, 1989 (Form S-1, March 22, 1990,
Registration No. 33-33999, Exhibit 4(b)).

4(e) Special Rights Agreement, dated January 30, 1990, by and between
Registrant, HOS-2 Partners, L.P. (Form 8-K, January 30, 1990, SEC File
No. 0-10809, Exhibit 4.7).

4(f) Registration Rights Agreement, dated January 30, 1990, by and among
Registrant, HOS-2 Partners, L.P. and Collecting Bank, N.A. (a bank in
liquidation) (Form 8-K, January 30, 1990, SEC File No. 0-10809, Exhibit
4.8).

4(g) Stockholders Agreement dated as of November 19, 1992, by and among
Registrant, Petrol Marine Corporation, Pentad Offshore Corporation,
Portal Energy Corporation, acknowledged and agreed to by Bruce W. Hunt
and acknowledged and agreed to for certain limited purposes by HOS
Partners, L.P. and HOS-2 Partners, L.P. (Form 8-K, November 25, 1992,
SEC File No. 0-10809, Exhibit 28(b)).

4(h) Amendment No. 1 to Stockholders Agreement dated as of March 18, 1994 by
and among Petrol Marine Corporation, Pentad Offshore Corporation,
Portal Energy Corporation, acknowledged and agreed to by Bruce W. Hunt,
and acknowledged and agreed to for certain limited purposes by HOS
Partners, L.P. and HOS-2 Partners, L.P. (Form 10-K, December 31, 1994,
SEC File No. 0-10809, Exhibit 4(e)).

4(i) Registration Rights Agreement, dated July 23, 1993, by and between
Hornbeck Offshore Services, Inc. and Ravensworth Holdings Limited (Form
10-K, December 31, 1993, SEC File No. 0-10809, Exhibit 4(g)).

5 Opinion of Keck, Mahin & Cate.

23(a) Consent of Price Waterhouse LLP, Registrant's Independent Accountants.

23(b) Consent of Bourgeois Bennett, L.L.C., Independent Accountants for Cargo
Vessel Division of Oil & Gas Rental Services, Inc.

23(c) Consent of Keck, Mahin & Cate (included in Exhibit 5).

24(a) Power of Attorney pursuant to which amendments to this Registration
Statement may be filed (included as part of the signature page
contained in Part II of the Registration Statement as originally
filed).

II-3

<PAGE> 41

ITEM 17. UNDERTAKINGS

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:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) 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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.

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 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.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

II-4
<PAGE> 42

(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.

The undersigned registrant hereby agrees to furnish to the Commission
upon request a copy of all instruments with respect to long-term debt of the
registrant and its consolidated subsidiaries and of any unconsolidated
subsidiaries for which financial statement are required to be filed.

II-5
<PAGE> 43

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
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 27, 1995.

HORNBECK OFFSHORE SERVICES INC.
(Registrant)

By: /s/ LARRY D. HORNBECK
---------------------
Larry D. Hornbeck
Chairman of the Board, President and
Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LARRY D. HORNBECK Director, Chairman of the October 27, 1995
- ----------------------------------- Board, President and Chief
(Larry D. Hornbeck) Executive Officer
(Principal Executive
Officer)

/s/ ROBERT W. HAMPTON Vice President, Treasurer October 27, 1995
- ----------------------------------- and Chief Financial
(Robert W. Hampton) Officer (Principal
Financial and Accounting
Officer)

/s/ ANTHONY W. HENFREY* Director October 27, 1995
- -----------------------------------
(Anthony W. Henfrey)

/s/ BRUCE W. HUNT* Director October 27, 1995
- -----------------------------------
(Bruce W. Hunt)

/s/ WARREN B. IDSAL* Director October 27, 1995
- -----------------------------------
(Warren B. Idsal)

/s/ BILLY PUGH* Director October 27, 1995
- -----------------------------------
(Billy Pugh)

/s/ ROBERT E. SCHULLER, JR.* Director October 27, 1995
- -----------------------------------
(Robert E. Schuller, Jr.)

/s/ L. E. SIMMONS* Director October 27, 1995
- -----------------------------------
(L. E. Simmons)
</TABLE>

*By: /s/ ROBERT W. HAMPTON
- -------------------------------------
(Robert W. Hampton, Attorney-in-Fact)

II-6
<PAGE> 44

INDEX TO EXHIBITS

EXHIBIT NO.

2(d) Stock Purchase Agreement, dated May 26, 1993, by and between the
Registrant and Ravensworth Holdings Limited (Form 8-K, May 26, 1993,
SEC File No. 0-10809, Exhibit 2(d)).

2(e) Stock Option and Ancillary Rights Agreement, dated May 26, 1993, by and
between Registrant and Ravensworth Holdings Limited (Form 8-K, May 26,
1993, SEC File No. 0-10809, Exhibit 2(b)).

4(b) Restated Bylaws of Hornbeck Offshore Services, Inc. as of June 20, 1995
(Form 8-A/A Amendment No. 2, June 21, 1995, Hornbeck Offshore Services,
Inc., Exhibit 3.2ii).

4(d) Agreement Concerning Registration Rights between Registrant and Larry
D. Hornbeck, dated as of June 28, 1989. (Form S-1, March 22, 1990,
Registration No. 33-33999, Exhibit 4(b)).

4(e) Special Rights Agreement, dated January 30, 1990, by and between
Registrant and HOS-2 Partners, L.P. (Form 8-K, January 30, 1990, SEC
File No. 0-10809, Exhibit 4.7).

II-7
<PAGE> 45

5 Opinion of Keck, Mahin & Cate.

23(a) Consent of Price Waterhouse LLP, Registrant's Independent Accountants.

23(b) Consent of Bourgeois Bennett, L.L.C., Independent Accountants for Cargo
Vessel Division of Oil & Gas Rental Services, Inc.

23(c) Consent of Keck, Mahin & Cate (included in Exhibit 5).

24(a) Power of Attorney pursuant to which amendments to this Registration
Statement may be filed (included as part of the signature page
contained in Part II of this Registration Statement).

II-8

<PAGE> 1
[KECK, MAHIN & CATE LETTERHEAD]

October 27, 1995

Hornbeck Offshore Services, Inc.
7707 Harborside Drive
Galveston, Texas 77554

Gentlemen:

This opinion is given in connection with the filing of Hornbeck Offshore
Services, Inc. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of a Registration Statement on
Form S-3 (File No. 33-60875) with respect to an aggregate of 480,588 shares of
the common stock, $.10 par value, of the Company (the "Common Stock"). All of
such shares (the "Shares") are being sold by selling stockholders.

We have acted as counsel for the Company in connection with the filing of
the Registration Statement. In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives
as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to
all questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Shares being registered pursuant to the
Registration Statement are validly issued, fully paid and nonassessable.

<PAGE> 2
KECK, MAHIN & CATE

Hornbeck Offshore Services, Inc.
October 27, 1995
Page 2

We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the reference to our firm under the caption
"Legal Matters" in the prospectus which is a part of the Registration
Statement.

We further consent to the use of this opinion as an exhibit to
applications to the Securities Commissioners of various states of the United
States for registration of the Shares.

This opinion is rendered solely for your benefit in connection with the
transactions described above. Except as set forth above, this opinion may not
be used or relied upon by any other person and may not be disclosed, quoted,
filed with a governmental agency or otherwise referred to without our prior
written consent.

Very truly yours,

/s/ KECK, MAHIN & CATE
----------------------
KECK, MAHIN & CATE

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 10, 1995 appearing on page F-2 of the Hornbeck Offshore
Services, Inc. Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
October 24, 1995
Houston, Texas

<PAGE> 1
EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the reference to our firm under the caption
"Experts" and to the incorporation by reference in the October 1995
Registration Statement (Form S-3) and related Prospectus of Hornbeck Offshore
Services, Inc. of our report dated November 23, 1994 on the statements of
revenue and direct expenses of the Cargo Vessel Division of Oil & Gas Rental
Services, Inc. for its years ended October 31, 1994 and 1993 included in Form
8-K-A of Hornbeck Offshore Services, Inc. dated January 27, 1995 which amends
its Form 8-K dated November 15, 1994.

/s/ BOURGEOIS BENNETT, L.L.C.
-----------------------------
BOURGEOIS BENNETT, L.L.C.
Certified Public Accountants.

New Orleans, Louisiana,
October 24, 1995.