X0202 3/A 2005-04-01 2005-04-11 0 0001051431 HORIZON OFFSHORE INC HOFF 0000949119 MILLER LLOYD I III 4550 GORDON DRIVE NAPLES FL 34102 0 0 1 0 Common Stock 4928041 D Common Stock 29844 I By Milfam LLC Common Stock 0 I By Milgrat II Premium On the Form 3 filed on April 11, 2005 (the "Original Form 3"), the reporting person inadvertently stated that Mr. Miller held 4,868,354 shares personally when in fact he held 4,928,041 shares. Note that only the lines of ownership information that needed to be amended have been set forth in this amended Form 3 filing. Therefore, lines of ownership information that were previously disclosed in the Original Form 3, and are not being amended hereto, have not been included in this filing. Also, note that (to the extent applicable) subsequent Form 4's filed by the reporting person should be read in conjuntion with the changes made hereto. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporing person is, for purposes of Seciton 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this filing. On the Original Form 3, the reporting person inadvertently stated that Milfam LLC held 57,361 shares when in fact Milfam LLC held 29,844 shares. On the Original Form 3, the reporting person inadvertently stated that Milgrat II Premium held 99,687 shares when in fact Milgrat II Premium held 0 shares on such date. This error was also noted and corrected in a Form 4 filed by the reporting person on September 19, 2005 and a related amendment thereto filed by the reporting person on December 15, 2005. /s/ David J. Hoyt Attorney-in-fact 2006-01-13