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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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For the quarterly period ended September 30, 2003

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

Delaware
(State or other jurisdiction of incorporation)

000-22853
(Commission file number)

76-0526032
(I.R.S. Employer Identification No.)

4400 Post Oak Parkway, Suite 1170, Houston, Texas     77027
                   (Address of principal executive offices)                               (Zip Code)

(713) 963-9522
(Registrant's telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES /X/          NO /   /

     Number of shares of Common Stock, $0.01 Par Value, outstanding as of November 13, 2003: 20,010,819

(Exhibit Index Located on Page 19)

PART I   FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

     The unaudited condensed consolidated financial statements included herein have been prepared by the Company. In the opinion of management, all adjustments, which include reclassifications and normal recurring adjustments necessary to present fairly the financial statements for the periods indicated have been made. Certain information relating to the Company's organization and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted in this Form 10-Q pursuant to such rules and regulations. However, the Company believes that the disclosures herein are adequate to make the information presented not misleading. It is recommended that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

(1)     GENERAL

     The consolidated financial statements include the accounts of GulfMark Offshore, Inc and its majority owned subsidiaries ("GulfMark" or the "Company"). Investments in unconsolidated subsidiaries are accounted for using the equity method. All significant intercompany accounts and transactions between GulfMark and its subsidiaries have been eliminated. Certain reclassifications of previously reported information have been made to conform with current year presentation. The balance sheet at December 31, 2002, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

     The Company operates offshore support vessels, principally in the North Sea, Southeast Asia and Brazil. The vessels provide transportation of materials, supplies and personnel to and from offshore platforms and drilling rigs. Some of these vessels also perform anchor handling and towing services.

     Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed using the treasury stock method for common stock equivalents. For the nine months ended September 30, 2003, all options are excluded as their effect is anti-dilutive. The details of the EPS calculations for three months ended September 30, 2003 and the three and nine months ended September 30, 2002 are as follows (in thousands except per share data):

(2)      STOCK BASED COMPENSATION

     As described more fully in the Company's Annual Report on Form 10-K, the Company measures compensation expense for its stock-based compensation plans using the intrinsic value method. The following table illustrates the pro forma effect on net income and earnings per share if the Company had used the alternative fair value method to recognize stock-based employee compensation expense (in thousands, except per share data):

(3)     NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equities", which became effective for the Company during the third quarter of 2003. Adoption of this statement has not had a material impact on the Company's consolidated results of operations and financial position.

     In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements" for certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 requires that variable interest entities, as defined, should be consolidated by the primary beneficiary, which is defined as the entity that is expected to absorb the majority of the expected losses, receive the majority of the gains, or both. The Interpretation requires that companies disclose certain information about a variable interest entity created prior to February 1, 2003 if it is reasonably possible that t he enterprise will be required to consolidate that entity. The application of this Interpretation is required on the first fiscal year or interim period ending after December 15, 2003 for entities created prior to February 1, 2003, and immediately for any variable interest entities created subsequent to January 31, 2003. The Company has not completed its assessment of the impact of FIN 46 but does not anticipate a material impact on its financial position and results of operations.

(4)     COMPREHENSIVE INCOME

     The components of comprehensive income, net of related tax, for the three and nine months ended September 30, 2003 and 2002 are as follows:

     The Company's only accumulated comprehensive income item relates to its cumulative foreign currency translation adjustment.

(5)     VESSEL ACQUISITIONS/DISPOSITIONS

     The Company has an ongoing construction program in Norway and Brazil. During the third quarter of 2003 we took delivery of two vessels, the Highland Monarch and Highland Valour. Funding for the final payments for these vessels, $33.9 million, came from our $100 million credit facility. There is one remaining vessel to be built in Norway and one additional vessel in Brazil. The remaining deliveries are scheduled as follows:

     Remaining payments during 2003 related to this program are estimated at $27.2 million, including the final payment for the Highland Endurance. Approximately $9.5 million is due in 2004.

     Interest is capitalized in connection with the construction of vessels. During both three month periods ended September 30, 2003 and 2002, $0.4 million, was capitalized in connection with the construction of vessels. During the nine months ended September 30, 2003 and 2002, respectively, $1.4 million and $1.3 million were capitalized.

     The remaining vessel to be delivered in 2003 is being constructed in a Norwegian shipyard and the construction contract is denominated in Norwegian Kroner ("NOK"). The Company has entered into forward contracts to hedge the progress payments related to the vessels built in Norway as part of our newbuild program to limit the effect of exchange rate fluctuations on its acquisition price for these vessels. This remaining forward contract is designated as a fair value hedge and is expected to be highly effective as the terms of the forward contract is essentially the same as the purchase commitment. Any gain or loss resulting from changes in fair value would be recognized in income with an offsetting adjustment to income for changes in the fair value of the hedged item. As of September 30, 2003, an unrealized gain of $8.1 million is reflected in the consolidated balance sheets as Fair Value Hedge and Unrealized Gain on Fair Value Hedge.

(6)     INCOME TAXES

     The average tax rate reflected in the quarter ended September 30, 2003 was 10% compared to an average rate of 11% in the prior year quarter. During the current quarter, we evaluated our tax reserve position across all jurisdictions. In conjunction therewith, we provided additional accruals of approximately $0.8 million and reduced accruals of approximately $2.2 million. The net reduction in the estimated tax liability was offset by additional provision of $1.4 million related to current period operations resulting in a net tax provision of $20,000.

(7)     SUBSEQUENT EVENT

     After the close of the period ended September 30, 2003, the Company's joint venture partner in Mexico received an award which is expected to result in a contract with Petroleos Mexicanos S.A. ("PEMEX") for two newbuild anchor handling supply vessels. These vessels will start a five year contract for PEMEX in the Gulf of Mexico in the Spring of 2005. GulfMark will arrange for the construction of the vessels at a yard to be determined. It is anticipated that funding for these vessels will come from operating cash flow as well as new or existing debt arrangements.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS

     We provide marine support and transportation services to companies involved in the offshore exploration and production of oil and natural gas. Our vessels transport drilling materials, supplies and personnel to offshore facilities, as well as move and position drilling structures. The majority of our operations are based in the North Sea with 37 vessels operating from the area. We also have 4 vessels operating in Brazil, 12 vessels in Southeast Asia, 2 in India and 1 in West Africa. Our fleet has grown in both size and capability from an original 11 vessels acquired in late 1990 to our present level of 56 vessels through strategic acquisitions and new construction of technologically advanced vessels, partially offset by dispositions of certain older, less profitable vessels. Our fleet includes 46 owned vessels, 1 bareboat chartered vessel, and 9 managed vessels.

     Our results of operations are affected primarily by day rates, fleet utilization and the number and type of vessels in our fleet. Utilization and day rates, in turn, are influenced principally by the demand for vessel services from the exploration and production sectors of the oil and natural gas industry. This demand has historically been a function of the prices for oil and natural gas, with increased activity when prices are higher and decreased activity when prices fall. The supply of vessels to meet this fluctuating demand is related directly to the perception of future activity in both the drilling and production phases of the oil and natural gas industry as well as the availability of capital to build new vessels to meet the changing market requirements.

     We bareboat charter vessels with revenues and operating expenses reported in the same income/expense categories as our owned vessels. The chartered vessels, however, incur bareboat charter fees instead of depreciation expense. Bareboat charter fees are generally higher than the depreciation expense on owned vessels of similar age and specification. The operating income realized from these vessels is therefore adversely affected by the higher costs associated with the bareboat charter fees. These vessels are included in calculating fleet day rates and utilization in the applicable periods.

     In addition, we provide management services to other vessel owners for a fee. We do not include charter revenues and vessel expenses of these vessels in our operating results. However, management fees are included in operating revenues. These vessels have been excluded for purposes of calculating fleet rates per day worked and utilization in the applicable periods.

     Our operating costs are primarily a function of fleet configuration and utilization levels. The most significant direct operating costs are wages paid to vessel crews, maintenance and repairs, and marine insurance. Generally, fluctuations in vessel utilization have little effect on fixed cost, but rather, affect only that portion of our direct operating costs we incur when the vessels are active. As a result, direct operating costs as a percentage of revenues may vary substantially due to changes in day rates and utilization.

     In addition to these variable costs, we incur fixed charges related to the depreciation of our fleet and costs for routine drydock inspections, maintenance and repairs designed to ensure compliance with applicable regulations and maintaining certifications for our vessels with various international classifications. Maintenance and repair expenses and marine inspection amortization charges are generally determined by the aggregate number of drydockings and other repairs undertaken in a given period. Costs incurred for drydock inspection and regulatory compliance are capitalized and amortized over 30 months, which approximates the period between drydockings.

     Under applicable maritime regulations, vessels must be drydocked twice in a five-year period for inspection and routine maintenance and repair. The total expenditures for drydockings may vary from quarter to quarter based on the number of drydockings undertaken and the complexity of the work to be performed. Expenditures for drydockings totaled $5.9 million during the nine months ended September 30, 2003 compared to $5.7 million during the same period in 2002. Amortization expense related to these drydocks was $5.6 million and $4.0 million for the 2003 and 2002 periods, respectively.

     The table below sets forth, by region, the average day rates and utilization for our vessels and the average number of vessels owned or chartered during the periods indicated. These vessels generate substantially all of our revenues and operating profit. We use the information that follows to evaluate the performance of the business.

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(a)  Includes all owned or bareboat chartered vessels.

     There have been no changes to the critical accounting policies used in our reporting of results of operations and financial position. For a discussion of our critical accounting policies see Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K.

     For the quarter ended September 30, 2003, net income was $0.2 million, or $0.01 per diluted share, on revenues of $33.1 million. Net income during the same period in 2002 was $6.6 million or $0.33 per diluted share on revenues of $36.2 million.

     The decrease of $3.1 million in revenues compared to the same quarter a year ago was mainly due to a decline in utilization, which accounted for $4.1 million of the revenue decrease, while lower day rates accounted for $2.1 million of the decrease. Partially offsetting this effect was the delivery of five vessels from our newbuild program, the Highland Bugler and Highland Courage delivered in the fourth quarter of last year, the Highland Eagle delivered at the end of the first quarter of this year, and the Highland Monarch and Highland Valour delivered in July of this year.

     In our largest market, the North Sea, the third quarter has historically been one of the stronger periods with a large amount of exploration and offshore construction activity occurring in the period. During the 2003 third quarter, exploration and production activities did not reach expected levels which led to continued vessel demand deficiencies compared to the available supply. Accordingly, many of our vessels which were not contracted earlier in anticipation of an improvement in the market were forced to work in the weak spot market. As the quarter progressed, we focused much of our marketing efforts outside the North Sea. As a result of this effort, two vessels, including one managed vessel, were successfully bid on term work in India and were mobilized to the region just after the close of the quarter. Additionally, one of the newbuild vessels, the Highland Monarch, was mobilized to offshore Nigeria during mid-October for a term contract which w ill keep it in the West Africa market well into 2004. Since the close of third quarter of 2002, a total of seven vessels have been transferred outside of the North Sea waters. Two owned and one managed vessel were sent to India, two vessels were sent to Brazil, one vessel was sent to Southeast Asia and one vessel was sent to Nigeria. The Monarch Bay, a bareboat chartered vessel which had been trading in the spot market, was returned to its owner. Other vessels have been bid outside the region and, should we be successful, we would anticipate further mobilizations from the region over the next several months.

     North Sea revenues, reflective of the market conditions, decreased $5.4 million to $24.3 million in the third quarter of 2003 from $29.7 million in the prior year quarter. Utilization in the region decreased to 81.5% in the third quarter of 2003 from 97.1% in the third quarter of 2002 and accounted for approximately $4.0 million, or 74% of the revenue decrease. The average day rate declined to $10,334 in the third quarter of 2003 from $11,492 in the same quarter one year ago and resulted in a further decline in revenues of $2.4 million in the region. Partially offsetting the decline was the addition of newbuild vessels mentioned above which generated increased revenues of $0.8 million, net of the effect of four vessels that were mobilized to other operating regions.

     Our Brazilian revenues increased 65% from $2.6 million in the third quarter of 2002 to $4.3 million in the third quarter of 2003. The $1.7 million increase was primarily the result of the mobilization of the Highland Piper and the North Crusader from the North Sea in December 2002 and April 2003, respectively. The North Crusader is working as a front-runner to our Brazilian newbuild, scheduled to be delivered in the third quarter of 2004. Partially offsetting this effect was the return of the Leopard Bay, one of our bareboat chartered vessels, to its owner during the second quarter of 2003. The improvement in average day rate reflects the addition of higher specification vessels as well as rate increases on each of the vessels remaining on the market.

     Revenues for our Southeast Asia based fleet increased 15% from $3.9 million in the third quarter of 2002 to $4.5 million in the third quarter of 2003. The $0.6 million increase was primarily attributable to the inclusion of the Highland Legend, a higher specification vessel which was mobilized from the North Sea to the region late in 2002. Including the impact of the Legend, Southeast Asia day rates increased from $4,637 in the third quarter of 2002 to $5,012 for the same quarter of 2003, while utilization declined from 86.2% in the third quarter of 2002 to 84.7% in the same quarter of 2003. The impact of the improvement in average day rates on revenue was offset by the decrease in utilization.

     Operating income decreased to $3.4 million in the third quarter of 2003 from $9.6 million for the same quarter one year ago. This decrease reflected the revenue decreases discussed above, $3.1 million, higher operating costs associated with the fleet expansion, $2.3 million, increased depreciation expense primarily related to the increased size of the fleet, $1.3 million, and higher general and administrative expense, $0.3 million. Partially offsetting this decline was a $1.1 million reduction in bareboat charter expense reflecting the return of two bareboat chartered vessels in 2003. Depreciation expense increases reflect both the fleet growth as well as the increased amortization of drydock charges related to the acceleration of drydockings into the first quarter of 2003.

     In the quarter ended September 30, 2003, other expenses of $3.2 million included a $0.7 million increase in interest expense, mainly attributable to a larger outstanding balance on our line of credit than in the same period last year.

     The average tax rate reflected in the quarter ended September 30, 2003 was 10% compared to an average rate of 11% in the prior year quarter. During the current quarter, we evaluated our tax reserve position across all jurisdictions. In conjunction therewith, we provided additional accruals of approximately $0.8 million and reduced accruals of approximately $2.2 million. The net reduction in the estimated tax liability was offset by additional provision of $1.4 million related to current period operations resulting in a net tax provision of $20,000.

     For the nine months ended September 30, 2003, we had a net loss of $0.5 million, or $0.03 per diluted share, on revenues of $95.7 million. Net income during the same period in 2002 was $20.1 million or $1.04 per diluted share on revenues of $100.6 million.

     Revenue for the North Sea region decreased 12% to $70.8 million for the nine months ended September 30, 2003 from $80.8 million in the same period one year ago. The $10.0 million decrease was primarily the result of lower utilization, $15.8 million partially offset by capacity increases resulting from a higher number of vessels in the fleet, $6.9 million. Utilization decreased from 96.0% in the nine months ended September 30, 2002 to 78.3% in the same period in 2002 due to adverse market conditions. Capacity increases resulted from five vessels that were added to the fleet after the third quarter of 2002 and two other vessels reflected a full nine-months of operations in 2003 compared to partial availability in 2002. Average day rates increased slightly in the nine month period ended September 30, 2003 when compared to the same period in 2002, due principally to the impact of stronger foreign currencies compared to the US dollar. Additionally, one bareboat ch artered vessel working in the region was returned to its owner during the third quarter of 2003, and three additional vessels were mobilized to other parts of the world.

     Our Brazilian revenues increased 53% to $11.9 million for the first nine months of 2003 when compared to $7.8 million for the same period in 2002. The $4.1 million increase can be primarily attributed to an increase in capacity as two vessels (Highland Piper and North Crusader) were mobilized from the North Sea to Brazil. Partially offsetting this increase in capacity was the return of a bareboat chartered vessel to its owner during the third quarter. Average day rates increased from $10,177 in 2002 to $11,327 in 2003 reflecting the addition of the higher specification vessels.

     Southeast Asia revenues increased by 9% to $13.1 million for the first nine months of 2003 compared to $12.0 million for the same period in 2002. The $1.1 million increase is primarily due to the mobilization of the Highland Legend from the North Sea late last year. An increase in day rates of $476 to $5,144 in 2003 from $4,668 in 2002 was due principally to the higher than average day rate earned by the Legend and the much lower than average day rates earned by a crewboat which was sold in the third quarter of 2002.

     Operating income of $10.2 million in the 2003 year-to-date period decreased by $18.2 million from the same period in 2002. Principal factors in the reduction were decreased revenues discussed above, $4.9 million, higher direct operating costs of $8.4 million, increased depreciation and amortization, $5.1 million, and higher general and administrative expenses, $0.9 million. Partially offsetting these was the effect of reduced bareboat charter expense, $1.1 million. The increased direct operating costs were primarily the result of the addition of new vessels, $5.5 million, while the remainder of the increase was due principally to the effect on operating costs of the weaker US dollar. Depreciation expense increases reflect the addition of the new vessel deliveries from our newbuild program.

     Interest expense increased by $1.0 million in the year-to-date period ended September 30, 2003, due mainly to a higher level of debt outstanding on our line of credit. Interest income for the 2003 year-to-date period decreased $0.8 million due to lower levels of available cash to invest and reduced overall interest rates. The outstanding balance on the $100 million revolving line of credit was $54 million as of September 30, 2003. The increase in other expenses of $2.9 million in the 2003 period compared to the same period in 2002 was primarily related to the translation of GBP denominated debt on our Norwegian subsidiary as the GBP strengthened against the NOK in the period.

     Our ongoing liquidity requirements are generally associated with our need to service debt, fund working capital, acquire or improve equipment and make other investments. Since inception, we have been active in the acquisition of additional vessels through both the resale market and new construction. Bank financing, equity capital and internally generated funds have historically provided funding for these activities.

     At September 30, 2003, we had total long-term debt of $203.9 million, consisting of approximately $129.8 million of Senior Notes, $15.9 million related to Norwegian vessels, $4.2 million of debt on certain U.K. vessels and $54.0 under our credit facility.

     Net working capital for the third quarter of 2003 was $17.2 million, including $8.2 million in cash and cash equivalents. Net cash provided by operating activities decreased by $2.8 million to $24.8 million for the nine month period ended September 30, 2003. This decrease was mainly due to the decrease in net income as well as other changes in current assets and liabilities.

     Net cash used in investing activities was $64.5 million and $50.9 million for the nine months ended September 30, 2003 and 2002, respectively. The 2003 period reflects the final payments for the Highland Eagle, Highland Monarch, and Highland Valour amounting to $45.8 million, as well as other progress payments under the newbuild program and expenditures related to modifications for the North Crusader related to its contract in Brazil. Additionally, we made progress payments for the Brazilian newbuild of $3.6 million in the period. The 2002 period includes $31.2 million associated with the delivery of the newbuild vessels, the Highland Navigator and the North Mariner, and $7.8 million related to progress payments under our newbuild program and other expenditures, including a down payment on the Brazilian newbuild.

     During the nine months ended September 2003, we drew an additional $53.0 million from the Company's $100 million credit facility to fund the deliveries of the Highland Eagle, the Highland Monarch and the Highland Valour and a progress payment for the Brazilian newbuild. Financing transactions also include the repayment of $11.0 million of our earlier drawdown. As of September 30, 2003, total outstanding under this facility was $54.0 million. The current weighted average interest rate of our credit facility is 2.3%.

     Expenditures related to the vessels under construction in Norway and Brazil are expected to be approximately $27.2 million during the remainder of 2003, including the final payment for the newbuild UT722L Highland Endurance which is scheduled for delivery in December 2003 and further progress payments on the Brazilian newbuild. Drydocking expenditures for the remainder of 2003 are expected to be approximately $1.1 million. Additionally, our joint venture partner in Mexico received an award which is expected to result in a contract with Petroleos Mexicanos S.A. ("PEMEX") for two newbuild anchor handling supply vessels. These vessels will start a five year contract for PEMEX in the Gulf of Mexico in the Spring of 2005. We will arrange for the construction of the vessels at a yard to be determined. It is anticipated that funding for these vessels will come from operating cash flow as well as new or existing debt arrangements.

     Substantially all of our tax provision is for deferred taxes. The tonnage tax regimes in both Norway and the U.K. reduces the cash required for taxes in each of these regions. In other regions, accelerated depreciation has minimized the cash requirements for income taxes.

     We believe that our current reserves of cash and short-term investments, cash flows from operations and access to various credit arrangements will provide sufficient resources to finance our operating requirements. Our ability to fund working capital, capital expenditures and debt service in excess of cash on hand will be dependent upon the success of our operations. To the extent that existing sources are insufficient to meet those cash requirements, we would seek other debt or equity financing; however, we can give no assurances that such debt or equity financing would be available on acceptable terms.

     In areas where currency risks are potentially high, we normally accept only a small percentage of charter hire in local currency. The remainder is paid in U.S. dollars.

     Substantially all of our operations are international; therefore we are exposed to currency fluctuations and exchange rate risks. Charters for vessels in the North Sea fleet are primarily denominated in GBP with a portion denominated in NOK. Operating costs are substantially denominated in the same currency as charter hire in order to reduce the risk of currency fluctuations. For the three months ended September 30, 2003, currency fluctuations in GBP and NOK did not have a material impact on the results of our operations. For the quarter ended September 30, 2003, the average NOK/U.S. dollar exchange rate was 1 USD = NOK 7.33, while the average GBP/U.S. dollar exchange rate was 1 GBP = $1.611. The average exchange rates in the comparable 2002 period were 1 USD = 7.53 NOK and 1 GBP=$1.551. Our North Sea based fleet generated $24.3 million in revenues and $0.8 million in operating income for the three months ended September 30, 2003.

     Reflected in the accompanying balance sheet as of September 30, 2003, is a $24.8 million cumulative translation adjustment which fluctuates based on differences in GBP and NOK exchange rates as of each balance sheet date compared to the exchange rates when we invested capital in these markets. Changes in the cumulative translation adjustment are non-cash items that are primarily attributable to investments in vessels and dollar denominated loans between the parent company and its foreign subsidiaries.

     Our debt is predominantly denominated in U.S. dollars, while a substantial portion of our revenue is generated in GBP. The construction program in Norway was denominated in NOK. We entered into hedge contracts to secure the purchase price in US dollars at that time and therefore borrowed US dollars for the progress payments. With the delivery of most of the newbuild vessels into the North Sea where they are primarily earning revenue in GBP, much of the new borrowings related to the program will likely be exchanged for GBP denominated debt in the near future. After evaluating the remaining US dollar debt, we have determined that it is in our best interest not to use any financial instruments to hedge this exposure under present conditions. Our decision is based on a number of factors, including among others:

     One or more of these factors may change and we, in response, may choose to use financial instruments to hedge risks of currency fluctuations.

     To date, general inflationary trends have not had a material effect on our operating revenues or expenses.

     This Form 10-Q contains certain forward-looking statements and other statements that are not historical facts concerning, among other things, market conditions, the demand for marine support services and future capital expenditures. These statements are subject to certain risks, uncertainties and assumptions, including, without limitation:

     We cannot assure you that we have accurately identified and properly weighed all of the factors which affect market conditions and demand for our vessels, that the information upon which we have relied is accurate or complete, that our analysis of the market and demand for its vessels is correct, or that the strategy based on that analysis will be successful.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our financial instruments that are potentially sensitive to changes in interest rates include the notes sold in the Senior Notes Offering. As of September 30, 2003, the fair value of these notes, based on quoted market prices, was approximately $130.0 million compared to a carrying amount of $129.8 million.

     We operate in a number of international areas and are involved in transactions denominated in currencies other than U.S. dollars, which exposes us to foreign currency exchange risk. At various times we may utilize forward exchange contracts, local currency borrowings and the payment structure of customer contracts to selectively hedge exposure to exchange rate fluctuations in connection with monetary assets, liabilities and cash flows denominated in certain foreign currency. We do not hold or issue forward exchange contracts or other derivative financial instruments for speculative purposes. As of September 30, 2003, we have remaining commitments to purchase approximately NOK 223.6 million in order to satisfy our commitment to make specific NOK shipyard payments for vessels under construction. The average exchange rate of our commitment is 1 USD=NOK 9.47.

     Other information required under Item 3 has been incorporated into Management's Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4.     CONTROLS AND PROCEDURES

(a)     Evaluation of disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures as of the end of the period covered by this report, the Chief Operating Officer and Chief Financial Officer of the Company have concluded that the disclosure controls and procedures are effective in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b)     Changes in internal control over financial reporting. There were no changes in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II   OTHER INFORMATION

ITEM 6.      Exhibits and Reports on Form 8-K.

(a)  Exhibits

      See Exhibit Index for list of Exhibits filed herewith

(b)  Reports on Form 8-K.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                            GulfMark Offshore, Inc.
                                                                            (Registrant)

                                                                  By:     /s/ Edward A. Guthrie
                                                                            -------------------------------
                                                                            Edward A. Guthrie
                                                                            Executive Vice President and
                                                                            Chief Financial Officer
Date:   November 13, 2003