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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

Horizon Offshore, Inc.

(Name of Issuer)

Common Stock, par value $.00001 per share

(Title of Class of Securities)

44043J105

(CUSIP Number)

J. Kevin Ciavarra, Esq.
Highland Crusader Offshore Partners, L.P.
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(972) 628-4100

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 28, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		44043J105		Page		2		of		12


1	NAMES OF REPORTING PERSONS: Highland Crusader Offshore Partners, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO-Funds of investment company clients

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Bermuda

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,791,355

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,791,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,791,355

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.5%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(1) Based on 32,375,258 shares of Common Stock outstanding based on the Issuer’s Registration Statement filed on June 23, 2006.


CUSIP No.		44043J105		Page		3		of		12


1	NAMES OF REPORTING PERSONS: Highland Crusader Fund GP, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-3899914

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,791,355

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,791,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,791,355

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.5%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/PN

(1) Based on 32,375,258 shares of Common Stock outstanding based on the Issuer’s Registration Statement filed on June 23, 2006.


CUSIP No.		44043J105		Page		4		of		12


1	NAMES OF REPORTING PERSONS: Highland Crusader GP, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-3899877

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,791,355

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,791,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,791,355

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.5%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

(1) Based on 32,375,258 shares of Common Stock outstanding based on the Issuer’s Registration Statement filed on June 23, 2006.


CUSIP No.		44043J105		Page		5		of		12


1	NAMES OF REPORTING PERSONS: Highland Capital Management, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	75-2716725

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,791,355

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,791,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,791,355

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.5%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/PN

(1) Based on 32,375,258 shares of Common Stock outstanding based on the Issuer’s Registration Statement filed on June 23, 2006.


CUSIP No.		44043J105		Page		6		of		12


1	NAMES OF REPORTING PERSONS: Strand Advisors, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	95-4440863

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,791,355

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,791,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,791,355

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.5%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

(1) Based on 32,375,258 shares of Common Stock outstanding based on the Issuer’s Registration Statement filed on June 23, 2006.


CUSIP No.		44043J105		Page		7		of		12


1	NAMES OF REPORTING PERSONS: James Dondero

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,791,355

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,791,355

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,791,355

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.5%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) Based on 32,375,258 shares of Common Stock outstanding based on the Issuer’s Registration Statement filed on June 23, 2006.

Page 8 of 12

This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on October 13, 2005 and amended on December 14, 2005, January 17, 2006, April 12, 2006 and May 18, 2006 (as amended, the “Schedule 13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 4. Purpose of Transaction

Item 4 is amended and restated as follows:

The Reporting Persons are acquiring and intend to hold the shares of Common Stock for investment purposes. The Reporting Persons intend to review on a continuing basis their investment in the Issuer and the Issuer’s business affairs, financial position and prospects. Based on such evaluation and review, other investment opportunities available to the Reporting Persons, general economic and industry conditions, and other factors that the Reporting Persons may deem relevant, the Reporting Persons may consider from time to time various courses of action, including, among other things, (i) the sale of all or a portion of the shares held by the Reporting Persons on the open market, in privately negotiated transactions, through a public offering or otherwise or (ii) the acquisition of shares through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise.

(a)

Crusader received 3,804,864 shares of Common Stock in exchange for approximately $1.4 million in 8% Notes held by Crusader. In addition, the Issuer filed a registration statement on Form S-3 for the sale of 60,000,015 shares of Common Stock on behalf of certain selling stockholders including, 5,107,471 shares to be sold by Crusader. The Issuer filed an amendment to the Form S-3/A for the sale of an aggregate 641,671,157 shares of Common Stock including 56,083,170 shares to be sold by Crusader (this figure includes the remaining 50,975,699 now held by Crusader). Crusader has sold 5,107,471 shares of Common Stock pursuant to the Form S-3 of the Issuer in over the counter broker transactions settled between April 10, 2006 and April 11, 2006. Following the Issuer’s reverse stock split on April 12, 2006, Crusader held 2,141,617 shares of Common Stock. Crusader sold an additional 72,500 shares of Common Stock pursuant to the Form S-3 of the Issuer in over the counter broker transactions settled May 16, 2006. Pursuant to an underwriting agreement, dated as of June 22, 2006, entered into by Crusader, the Issuer, Lehman Brothers, Inc. and the other parties identified therein (the “Underwriting Agreement”), Crusader sold 198,562 shares of Common Stock settled on June 28, 2006.

Other than as described above and in “Introduction” above, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) and (b) The aggregate number of shares and percentage of Common Stock of the Issuer (based on 32,375,258 shares of Common Stock outstanding as stated in the Issuer’s Registration Statement filed on June 23, 2006) beneficially owned by each person named in Item 2 of this Statement, as well as the number of shares of Common Stock as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition, is set forth in the following table.

Page 9 of 12


(b)	Sole		Shared		Percentage			Sole		Shared
	Voting		Voting		of			Dispositive		Dispositive
	Power		Power		Common			Power		Power
					Stock

Highland Crusader Offshore Partners, L.P.		0		1,791,355		5.5	%		0		1,791,355
Highland Crusader Fund GP, L.P. (1)		0		1,791,355		5.5	%		0		1,791,355
Highland Crusader GP, LLC (1)		0		1,791,355		5.5	%		0		1,791,355
Highland Capital Management, L.P. (1)		0		1,791,355		5.5	%		0		1,791,355
Strand Advisors, Inc. (1)		0		1,791,355		5.5	%		0		1,791,355
James Dondero (1)		0		1,791,355		5.5	%		0		1,791,355


(1)		Because of the relationships described herein, Crusader Fund GP, Crusader GP, HCMLP, Strand and Mr. Dondero may be deemed to be the indirect beneficial owners of the shares of Common Stock held by Crusader. Crusader Fund GP, Crusader GP, HCMLP, Strand and Mr. Dondero expressly disclaim beneficial ownership of the shares of Common Stock held by such entities, except to the extent of their pecuniary interest therein.

Although the Reporting Persons had interests which may have been generally aligned with other parties to the Recap Agreement (and all such parties agreed to vote their shares in a particular manner), the Reporting Persons disclaim any beneficial interest in the shares held by any other parties to the Recap Agreement.

(c) Crusader sold an aggregate of 198,562 shares of Common Stock in over the counter broker transactions settled June 28, 2006 at $19.35 per share excluding commissions.

(d) Not applicable.

(e) Not applicable.

Item 6 is hereby amended and restated as follows:

a. The Recap Agreement. The Recap Agreement is described/referred to in the Introduction and Items 3 and 5 of this Schedule 13D.

b. The Financing Agreement. Pursuant to the Financing Agreement, the lenders under the Financing Agreement extended credit to the Issuer consisting of (a) a $30 million senior secured term loan A facility bearing interest at 15% per annum, payable monthly 10% in cash and 5% paid-in-kind, maturing on March 31, 2007, and requiring a monthly principal payment of $500,000 beginning July 2005 and (b) a $40 million senior secured term loan B facility, bearing interest at 10% per annum, payable monthly 8% in cash and 2% paid-in-kind and maturing on March 31, 2007. The Issuer paid a $1.4 million closing fee in connection with the Financing Agreement, and is required to pay quarterly, in cash, a loan servicing fee of 0.5% per annum based upon the aggregate unpaid principal balance of the loans. Upon an event of default under the Financing Agreement, the interest rate on each loan increases 2%, payable in cash on demand.

The loans under the Financing Agreement are collateralized by the pledge of the Issuer’s equity interests in its subsidiaries that are loan parties to the Financing Agreement, the Issuer’s accounts receivable, first or second mortgages on all of the Issuer’s vessels, second liens on the Issuer’s Port Arthur and Sabine marine facilities, the cash securing the letter of credit under the Issuer’s contract with the Israel Electric Corporation, the Issuer’s outstanding claims and receivables from Pemex and Williams, and the Issuer’s future assets. The term loan A is repaid from the collateral securing the new senior secured credit facility in priority to the term loan B. The holders

Page 10 of 12

of the Subordinated Notes agreed to release the collateral that secured the Subordinated Notes in favor of the lenders under the Financing Agreement.

The Financing Agreement has covenants that, among other things, subject to a few limited exceptions, require the Issuer to grant the lenders a security interest in any property the Issuer acquires and restrict the Issuer’s ability to issue additional capital stock, create additional liens, incur additional indebtedness, enter into affiliate transactions, dispose of assets, make any investments, pay dividends, make payments and settle its Pemex claims without the consent of the lenders under the Financing Agreement. The Financing Agreement also has the same financial covenants as the Issuer’s existing credit facilities, which were amended in connection with the recapitalization and financing transactions described above. In addition, any events of default under the Financing Agreement could result in acceleration of the Issuer’s indebtedness.

c. The Exchange Agreement is described/referred to in the Introduction and Items 3, 4 and 5 of this Schedule 13D.

d. The Amended and Restated Registration Rights Agreement among the Issuer, Crusader and the other parties identified therein dated December 19, 2005 (the “Registration Rights Agreement”). The Registration Rights Agreement provides registration rights to certain holders of the Common Stock.

e. The Underwriting Agreement is referred to in Item 4 of this Schedule 13D.

The descriptions of the Recap Agreement, the Financing Agreement, the Exchange Agreement, the Registration Rights Agreement and the Underwriting Agreement contained in this Schedule 13D are qualified in their entirety by the complete text of the documents, copies of which are filed as exhibits to this Schedule 13D.

Item 7. Material to be Filed as Exhibits.

Exhibit 7(a). Recapitalization Letter Agreement, dated as of March 31, 2005, by and among the Issuer and the holders of Subordinated Notes specified therein (incorporated by reference to Exhibit 10.2 to the Issuer’s current report on Form 8-K filed on April 5, 2005).

Exhibit 7(b). Financing Agreement, dated as of March 31, 2005, by and among the Issuer, Horizon Offshore Contractors, Inc. and Horizon Vessels, Inc., as borrowers, the guarantors specified therein, Manchester Securities Corp., as agent, and the other lenders specified therein (incorporated by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K filed on April 5, 2005).

Exhibit 7(c). Exchange Agreement, dated as of December 23, 2005, by and among the Issuer and the Holders (incorporated by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K filed on December 29, 2005).

Exhibit 7(d) Registration Rights Agreement, dated as of December 19, 2005, by and among the Issuer and the Holders (incorporated by reference to Exhibit 10.4 to the Issuer’s current report on Form 8-K filed on December 22, 2005).

Exhibit 7(e) Underwriting Agreement, dated as of June 22, 2006 by and among the Issuer and the Holders (incorporated by reference to Exhibit 1.1 to the Issuer’s current report on Form 8-K filed on June 23, 2006).

Page 11 of 12

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.

Date: July 5, 2006


HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.

By:	Highland Crusader Fund GP, L.P., its general partner
By:	Highland Crusader GP, LLC, its general partner
By:	Highland Capital Management, L.P., its sole member
By:	Strand Advisors, Inc., its general partner

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

HIGHLAND CRUSADER FUND GP, L.P.

By:	Highland Crusader GP, LLC, its general partner
By:	Highland Capital Management, L.P., its sole member
By:	Strand Advisors, Inc., its general partner

	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

HIGHLAND CRUSADER GP, LLC

By:	Highland Capital Management, L.P., its sole member
By:	Strand Advisors, Inc., its general partner
	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President
HIGHLAND CAPITAL MANAGEMENT, L.P.

By:	Strand Advisors, Inc., its general partner
	By:	/s/ James Dondero

	Name:	James Dondero
	Title:	President

STRAND ADVISORS, INC.

By:	/s/ James Dondero

Name:	James Dondero
Title:	President


/s/ James Dondero

James Dondero

Page 12 of 12

APPENDIX I

The name of each director and officer of Strand is set forth below. Unless otherwise indicated, the business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.


		Present Principal Occupation or Employment
Name		and Business Address (if applicable)
Strand Advisors, Inc.
James D. Dondero, Director		President
Mark K. Okada		Executive Vice President
Pat Daugherty		Secretary
J. Kevin Ciavarra		Assistant Secretary
Todd A. Travers		Assistant Secretary
Appu Mundassery		Assistant Secretary
Mickey Minces		Assistant Secretary
David Lancelot		Treasurer
Chad Schramek		Assistant Treasurer