UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Horizon Offshore, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
44043J 10 5
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 44043J 10 5
1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities
only)
Elliott Associates, L.P.
22-2140975
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) _____
(b) _____
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of (5) Sole Voting Power . . . . . . . . 4,812,580
Shares
Bene-
ficially (6) Shared Voting Power . . . . . . . 0
Owned by
Each
Reporting (7) Sole Dispositive Power . . . . . . 4,383,280
Person
With
(8) Shared Dispositive Power . . . . . 429,220
9) Aggregate Amount Beneficially Owned by Each
Reporting Person 4,812,500
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11) Percent of Class Represented by Amount
in Row (9) 34.2
12) Type of Reporting Person (See Instructions) PN
CUSIP No. 44043J 10 5
1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities
only)
Highwood Patners, L.P.
13-3803701
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) _____
(b) _____
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of 5) Sole Voting Power . . . . . . . . 4,812,400
Shares
Bene-
ficially 6) Shared Voting Power . . . . . . . 0
Owned by
Each
Reporting 7) Sole Dispositive Power . . . . . 4,383,280
Person
With
8) Shared Dispositive Power . . . . 429,220
9) Aggregate Amount Beneficially Owned by Each
Reporting Person 4,812,500
10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11) Percent of Class Represented by Amount
in Row (9) 34.2
12) Type of Reporting Person (See Instructions) PN
Item 1(a). Name of Issuer:
Horizon Offshore, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2500 City West Blvd., Suite 2200
Houston, TX 77042
Item 2(a). Name of Person Filing:
Elliott Associates, L.P.
Item 2(b). Address of Principal Business Office:
712 5th Avenue
New York, NY 10019
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 par value
Item 2(e). CUSIP Number:
44043J 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Actof 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund;
see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d.13d-
1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned . . . . . . . . . . 4,812,500
(b) Percent of Class . . . . . . . . . . . . . . 34.2
(c) Number of shares as to which such person has:
(i)sole power to vote or to direct the vote 4,812,500
(ii)shared power to vote or to direct the vote 0
(iii)sole power to dispose or to direct
the disposition of. . . . . . . . . . . . 4,383,280
(iv)shared power to dispose or to direct
the disposition of . . . . . . . . . . . . 429,220
Item 5. Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the
following .
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct as of March 31, 1998.
ELLIOTT ASSOCIATES, L.P.
By: Paul E. Singer
Its General Partner
March 31 , 1998 By: /s/ Paul E. Singer
Date Paul E. Singer
HIGHWOOD PARTNERS, L.P.
By: Highwood Associates, Inc.
Its General Partner
March 31 , 1998 By: /s/ Paul E. Singer
Date Paul E. Singer
