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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

For the quarterly period ended March 31, 2005

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.)

10111 Richmond Avenue, Suite 340, Houston, Texas      77042
             (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 /   /

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES /X/          NO /   /

     Number of shares of Common Stock, $0.01 Par Value, outstanding as of May 10, 2005: 20,227,438

(Exhibit Index Located on Page 19)

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.

ITEM 1.     FINANCIAL STATEMENTS

(1)     GENERAL

     The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities Exchange Commission. 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. The balance sheet at December 31, 2004, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. It is recommended that these financial statements be read in conjunction with the financial statements and notes th ereto included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2004.

     In the opinion of management, all adjustments, which include reclassification and normal recurring adjustments necessary to present fairly the financial statements for the periods indicated have been made. The consolidated financial statements include the accounts of GulfMark Offshore, Inc. and its majority owned subsidiaries ("GulfMark" or the "Company"). All significant intercompany accounts and transactions between GulfMark and its subsidiaries have been eliminated. Certain reclassifications of previously reported information may be made to conform with current year presentation. Effective January 1, 2004, Gulfmark began expensing the costs associated with the periodic requirements of the various classification societies, which require each vessel to be placed in drydock twice in a five-year period. Previously, costs incurred in connection with the dry dockings were capitalized and amortized over 30 months, which approxim ated the period between dry dockings. The effect of this change was to increase net loss in the first quarter of 2004 by ($8.3) million or ($0.42) per diluted share.

     We provide marine support and transportation services to companies involved in the offshore exploration and production of oil and natural gas. Our fleet of vessels provides various services that support the ongoing operation and construction of offshore oil and natural gas facilities and drilling rigs, including the transportation of materials, supplies and personnel, and the positioning of drilling structures. We conduct the majority of our operations in the North Sea with the balance in offshore Southeast Asia and the Americas.

     Basic Earnings Per Share ("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 three months ended March 31, 2004, the common stock equivalents are excluded as their effect is anti-dilutive. The details of the EPS calculation for the three months ended March 31, 2005 are as follows (in thousands except per share data):

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment."  SFAS No. 123(R) requires that companies recognize compensation expense equal to the fair value of stock options and other share-based payments.  The standard was initially effective beginning in the third quarter of 2005, but on April 15, 2005, the SEC amended the required adoption period to be the first interim period of a registrant's fiscal year beginning after June 15, 2005.  As a result of this amended requirement, the Company must adopt the provisions of SFAS No. 123(R) effective January 1, 2006. The impact on the Company's net income will include the remaining amortization of the fair value of existing stock-based awards currently disclosed as pro forma expense. We continue to assess the transition provisions and have not yet determined the transition method to be used or if any changes will be made to the valuation method used for share-based compensat ion awards issued to employees in the future periods. The impact in periods subsequent to adopting SFAS 123(R) will be dependent upon the nature of any equity-based compensation awards issued to employees, but we do not anticipate our adoption of SFAS No. 123(R) to have any material impact on our consolidated results of operations, cash flows or financial position.

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

(4)     COMPREHENSIVE LOSS

     The components of comprehensive loss, net of related tax, for the three months ended March 31, 2005 and 2004 are as follows:

     Our only accumulated comprehensive income item relates to our cumulative foreign currency translation adjustment.

(5)     VESSEL ACQUISITIONS

     We have completed our new build program with the delivery of the final two vessels, Coloso and Titan, which are currently under mobilization to Mexico. Once these vessels have completed their mobilization and are in service, which is anticipated to be June 2005, the vessels will be moved from Construction in Progress to Vessels and Equipment on the Balance Sheet and depreciation will commence.

     Interest is capitalized in connection with the construction of vessels. During the three month period ended March 31, 2005 and 2004, $0.3 million and $0.4 million, respectively, was capitalized in connection with the construction of vessels.

(6)     INCOME TAXES

     We consider earnings of certain foreign subsidiaries to be permanently reinvested, and as such we have not provided for any US federal or state income taxes on these earnings. Our overall tax provision is affected by the mix of our operations within various taxing jurisdictions; accordingly, there is limited correlation between pretax income/loss and the tax provision or benefit. Our North Sea operations based in the UK and Norway have a special tax incentive for qualified shipping operations known as a tonnage tax. This tax replaces the regular corporate tax with one based on a deemed profit per net vessel ton, significantly lowering the tax rate for these jurisdictions. For the first quarter 2005, our income was concentrated in the lower tax jurisdictions, decreasing our blended rate. Our income tax provision for the quarter ended March 31, 2005 was $0.4 million.

     We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate these liabilities or claims. These liabilities and claims may involve threatened or actual litigation where damages have not been specifically quantified but we have made an assessment of our exposure and recorded a provision in our accounts for the expected loss. Other claims or liabilities, including those related to taxes in foreign jurisdictions, may be estimated based on our experience in these matters and, where appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of the uncertainties surrounding our estimates of contingent liabilities and future claims, our future reported financial results would be impacted by the difference between our estimates and the actual amounts paid to settle the liabilities. In addition to estimates related to litigation and tax liabilities, other exampl es of liabilities requiring estimates of future exposure include contingencies arising out of acquisitions and divestitures. Our contingent liabilities are based on the most recent information available to us regarding the nature of the exposure. Such exposures change from period to period based upon updated relevant facts and circumstances, which can cause the estimate to change. In the recent past, our estimates for contingent liabilities have been sufficient to cover the actual amount of our exposure.

(8)     OPERATING SEGMENT INFORMATION

     We operate three operating segments: the North Sea, Southeast Asia and the Americas, each of which is considered a reportable segment under SFAS No. 131. In prior years, we reported all operations in a single segment. In 2004, our segment reporting was changed to conform to the manner in which our chief operating decision maker reviews, and we manage, our business.

     Management evaluates segment performance primarily based on operating income. Cash and cash equivalents and debt are managed centrally. Because the regions do not manage those items, the gains and losses on foreign currency remeasurements associated with these items are excluded from operating income. Management considers segment operating income to be a good indicator of each segment's operating performance from its continuing operations, as it represents the results of the ownership interest in operations without regard to financing methods or capital structures. Each operating segment's operating income is summarized in the following table, and detailed discussions follow.

(9)     SUBSEQUENT EVENT

     In May 2005, we signed a purchase agreement for a new 5,150 BHP, 60 Ton Bollard Pull AHTS (anchor handling towing supply vessel) currently being constructed in China at a cost below $10.0 million. This vessel is due to deliver in the second half of 2005 and will be deployed to the Southeast Asia market where there is a growing requirement for newer, more technologically advanced vessels. We also have a first right of refusal on an identical vessel which is due to deliver late in 2005 or early in 2006. The addition of this new vessel is part of the evolution of our Southeast Asia fleet. This vessel, in addition to the units previously transferred to the region, will enhance and expand our capacity to meet customer needs in Southeast Asia.

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 34 vessels operating from the area. We also have 10 vessels operating in Southeast Asia, five vessels in Brazil, two in India, one in West Africa, and two vessels mobilizing to Mexico. Our fleet has grown in both size and capability from an original 11 vessels acquired in 1990 to our present level of 54 vessels, through strategic acquisitions and new construction of technologically advanced vessels, partially offset by dispositions of certain older, less profitable vessels. Our fleet includes 47 owned vessels, and seven 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. 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.

     In recent years, the North Sea market has been characterized by delivery of new higher capacity and specification vessels, which have generally left the region or replaced older vessels that transferred to other oil and natural gas service markets. During this time frame, despite consistently high commodity prices in the oil and natural gas industry, exploration and production activities by oil and natural gas companies have not increased according to historical precedent. These two factors have led to lower utilization in the North Sea market over the last two years than had been experienced in the last decade and applied downward pressure to day rates. The first six months of 2004 were consistent with the lower utilization and day rates obtained during the previous two years. Improvements in industry day rates, and more particularly in utilization during the third quarter and fourth quarters of 2004, indicated improving conditions. The first quarter 2005 r esults indicate this market has continued its recovery as new drilling programs and associated construction projects in both the Norwegian and U.K. sectors of the North Sea have been finalized and new programs identified. The other two markets in which we operate, Southeast Asia and Americas, have maintained consistent demand and relatively stable day rates. In addition to the one vessel we repositioned to the region from the North Sea early in 2004, there have been several vessel operators that have repositioned equipment into Southeast Asia, which many tend to heighten competition in the region in the future. In October 2004, we mobilized the frontrunner, the North Crusader, for our newly delivered Brazilian vessel, the Austral Abrolhos, to West Africa. We anticipate the Americas and Southeast Asia markets will continue to develop in the near term.

     The operations of our fleet are subject to seasonal factors. Operations in the North Sea are generally at their highest levels during the months from April to August and at their lowest levels during November to February. During the last quarter of 2004 and the first quarter of 2005, the typical pattern has not been evident as the demand for vessels in the region has been higher than in previous years during this period. We have usually accomplished the majority of our regulatory drydocks during the slower seasonal periods so as to minimize downtime during the traditional peak demand periods. The demands of the market, the expiration of existing contracts, the start of new contracts and the availability allowed by our customers have and will influence the timing of drydocks throughout the year. As a result of the market conditions in the first quarter, we completed fewer drydocks than were originally contemplated. All of the regulatory drydocks will still n eed to be completed by date mandated by the appropriate regulatory agency.

     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 direct operating costs in the short term. 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 direct operating 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 classification societies.

     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/A.

     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 our business.

(a)  Includes all owned or bareboat chartered vessels.

     For the quarter ended March 31, 2005, we had a record quarterly net income of $8.9 million, or $.43 per diluted share, on the highest revenue for a quarter that we have ever achieved of $48.1 million. Net loss during the same period in 2004 was $12.2 million, or $0.61 per diluted share on revenues of $31.6 million.

     The increase of $16.5 million in revenues compared to the same quarter a year ago was primarily due to a significant jump in day rates for the North Sea region. Capacity increased due to the addition of the vessel Highland Endurance while utilization rates were up in all three operating regions. North Sea utilization increased from 73.8% in the first quarter of 2004 to 90.0% in the first quarter of 2005 due largely to higher utilization for our newly built anchor handlers. Day rates in the region also increased, from $10,400 in last year's quarter to $16,251 in the 2005 quarter, or $5,851 per day. Overall, North Sea revenues increased by $15.9 million or 70%, from $22.6 million during the first quarter of 2004 to $38.5 million during the same quarter in 2005. Operating income in the North Sea increased by $16.3 million, from a operating loss of ($3.0) million in the first quarter 2004 to $13.3 million operating income in the first quarter 2005 which w as driven primarily by increased revenue.

     Revenues for our Southeast Asia based fleet were relatively consistent with the $4.5 million the first quarter of 2005 to the first quarter of 2004. The decrease in capacity due to the sale of the Seawhip and Seawitch in the third quarter 2004 was partially offset by an increase in capacity from the mobilization into the region of a North Sea vessel in 2004. Utilization increased from 86.5% in the 2004 quarter to 89.7% in the same 2005 quarter. Day rates increased from $5,046 to $5,744 in the 2004 quarter and 2005 quarter, respectively. The operating income for Southeast Asia was $2.7 million in the first quarter of 2005 compared to $2.3 million in the first quarter of 2004 due to decreased operating expenses as a result of the sale of three of our older vessels in the second half of 2004 which more than offset the costs of the newly mobilized vessel.

     Our Americas revenues increased by $0.7 million, or 17%, primarily as the result of two vessels having been mobilized in 2004 into the area from other regions and the delivery, late in the third quarter 2004, of the newbuild Austral Abrolhos. This was partially offset by the conclusion of a contract for a vessel which was mobilized back to the North Sea and the frontrunner vessel being mobilized to West Africa for a short-term contract. Day rates decreased by $947 per day, from $12,600 in the first quarter of 2004 to $11,653 in the first quarter of 2005. The operating income for the Americas decreased from $1.7 million in the first quarter of 2004 to $1.3 million in the first quarter of 2005 due primarily to decreasing capacity and declining dayrates.

     Operating income of $15.1 million in the first quarter of 2005 increased $15.2 million from the first quarter of 2004. This increase was mainly due to increased revenue of $16.5 million and decreased operating related expenses of $1.1 million due to less bareboat charter expenses of $.5 million and decreased drydock expenses of $1.2 million, offset primarily by increased salaries and travel of $.7 million. Offsetting this net improvement were increases in general and administrative expenses of $1.6 million, due largely to higher expenses as a result of the application of Sarbanes Oxley Section 404 internal control requirements and an increase in the allowance for doubtful accounts of $0.3 million. Depreciation also increased by $0.8 million in the first quarter of 2005 due primarily to the delivery of the Austral Abrolhos and the addition of the Highland Citadel during the second half of 2004.

     Other expenses in the first quarter of 2005 included an increase of $0.6 million in interest expense, over the same quarter in 2004. The increase in interest expense was mainly attributed to higher borrowings. The additional $0.9 million of other expense primarily related to the translation of GBP denominated debt on our Norwegian subsidiary as the NOK weakened against the GBP during the first quarter of 2005.

     Our income tax provision for the first quarter of 2005 was $0.4 million compared to an income tax provision for the first quarter of 2004 of $0.6 million. The tax rate in the 2005 period reflected pre-tax profits in our lower tax rate jurisdictions of the North Sea.

     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 March 31, 2005, we had total debt of $271.5 million, consisting of approximately $159.4 million of 7.75% senior notes, $16.8 million related to certain vessel mortgages, and $95.3 million under our credit facilities.

     Net working capital at March 31, 2005 was $15.2 million, including $18.6 million in cash and cash equivalents. Net cash provided by operating activities increased by $2.9 million to $9.7 million for the quarter ended March 31, 2005. This increase was mainly due to improved financial performance in the first quarter of 2005.

     Net cash used in investing activities was $5.3 million and $0.5 million for the three months ended March 31, 2005 and 2004, respectively. The 2004 period reflects the proceeds of $0.7 million from the disposition of a vessel. The 2005 period reflects the $4.2 million payment on the two newbuilds, Coloso and Titan.

     As of March 31, 2005, total outstanding under our $100 million credit facility was $87.3 million. In the third quarter of 2004, our $100 million credit facility began its $4 million quarterly reduction phase, which cumulatively has reduced the total available to $88 million. Our $50 million acquisition credit facility had $8 million outstanding as of March 31, 2005. The weighted average interest rate of our $100 million credit facility as of March 31, 2005 was 6.1% and the weighted average interest rate of our $50 million acquisition credit facility was 4.29%. Debt repayments totaled $4.5 million during the first quarter of 2005, and there were no borrowings during quarter. We are required, on a consolidated basis, not to exceed a maximum Leverage Ratio and to maintain a specified interest coverage ratio, and a minimum net worth. We are currently in compliance, however, we cannot give assurance that the results of operations will result in compliance in futur e periods.

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

     In the first quarter 2005, we made a payment related to the vessels constructed in Singapore and currently being mobilized to Mexico of $4.2 million. Dry docking expenditures for the first quarter of 2005 were $1.5 million.

     We believe that our current level of cash on hand and cash flows from operations will be adequate to repay our debts due and will provide sufficient resources to finance our operating requirements. However, 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 March 31, 2005, the average NOK/U.S. Dollar exchange rate was 1 USD = NOK 6.29, while the average GBP/U.S. Dollar exchange rate was 1 GBP = $1.89. The average exchange rates in the comparable 2004 period were 1 USD = 6.91 NOK and 1 GBP=$1.839. Our North Sea based fleet generated $38.4 million in revenues and $13.3 million in operating income for the three months ended March 31, 2005.

     Reflected in the accompanying balance sheet as of March 31, 2005, is a $69.8 million cumulative translation adjustment which fluctuates based on differences primarily 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 based capitalization between our parent company and our foreign subsidiaries.

     During the fourth quarter of 2003, we converted the outstanding balance on our credit facility to GBP in order to match the primary currency of the revenue stream for the collateral vessels. The majority of the remaining debt is denominated in U.S. Dollars. After evaluating the remaining U.S. 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:

• The cost of using hedging instruments in relation to the risks of currency fluctuations,
• The propensity for adjustments in GBP denominated vessel day rates over time to compensate for changes in the purchasing power of GBP as measured in U.S. Dollars,
• The level of U.S. Dollar denominated borrowings available to us, and
• The conditions in our U.S. Dollar generating regional markets.
  

     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 and transportation support services and future capital expenditures. These statements are subject to certain risks, uncertainties and assumptions, including, without limitation:

• operational risk,
• dependence on the oil and gas industry,
• oil and gas prices,
• delay or cost over runs on construction projects,
• ongoing capital expenditure requirements,
• uncertainties surrounding environmental and government regulation,
• risk relating to leverage,
• risks of foreign operations,
• risk of war, sabotage or terrorism,
• assumptions concerning competition,
• risks of currency fluctuations, and
• other matters.
  

     These statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Such statements are subject to risks and uncertainties, including the risk factors discussed above, general economic and business conditions, the business opportunities that may be presented to and pursued by GulfMark, changes in law or regulations and other factors, many of which are beyond our control.

     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 our 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 our 7.75% Senior Notes. As of March 31, 2005, the fair value of these notes, based on quoted market prices, was approximately $171.2 million compared to a carrying amount of $159.4 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.

     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 our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective for the period covered by the report ensuring that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions' rules and forms despite the material weaknesses in our internal controls identified at December 31, 2004 discussed below.

     (b)     Evaluation of internal controls and procedures.

     Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2004, and identified three material weaknesses as of December 31, 2004. These material weaknesses related to: (1) the financial statement close process, including insufficient controls over properly analyzing and reconciling intercompany accounts, maintaining appropriate support and analyses of certain non-routine accruals, properly analyzing certain deferred cost accounts, and properly assessing the accounting and reporting implications related to new contractual agreements; (2) accounting for the effects of foreign currencies, including insufficient controls over the analysis of the foreign currency translation and transaction impact of intercompany amounts, as well as amounts owed to third parties denominated in non-functional currencies; and (3) accounting for income taxes associated with new international operations, including insufficient c ontrols over the proper identification and application of the relevant Brazilian tax rules to the calculation of the tax provision of our new Brazilian operations. One of the principal causes of the material weaknesses was identified as the lack of adequate accounting and tax resources, in terms of size, technical expertise and institutional knowledge to address certain of the financial and tax reporting aspects of our multi-national operations.

     We previously reported in our Annual Report on Form 10-K/A that in the first quarter of 2005, we began to implement a remediation program, including the establishment of additional controls, that are intended to strengthen our financial reporting and to specifically address the identified material weaknesses. This program and the enhanced controls included:

• Financial statement close process. We have enhanced our corporate accounting function by creating and filling several new positions, including those of Accounting Manager and Assistant Controller-Financial Reporting, to provide greater review and analysis of financial results at both the corporate and subsidiary levels. In addition, the newly hired staff brought experience in international financial statement preparation, as well as skills related to the review and analysis of complex accounting transactions in large multi-national companies. We also hired an outside consultant to, among other things, evaluate and assist us in establishing improved controls over the process associated with intercompany transactions. The consultant has and will continue to assist in the training of the new and existing personnel in the execution of the controls and processes so established.
• Translation and transaction effects of foreign currency exchange. We engaged an outside consultant to analyze the foreign currency impact of our intercompany and third party transactions. In addition, the consultant has worked with our staff to identify, segregate, analyze and measure the foreign currency impact on these transactions in the future. We have had a preliminary review of the capability of our system to automate the calculation and recording of foreign currency effects at the transaction level and determined that a system upgrade slated for the second half of 2005 will be capable of automating some of these processes. Where these processes cannot be automated, we will establish review processes to ensure proper review of the required calculations. These steps will enable the appropriate measurement of the foreign currency translation and transaction impact on the consolidated financial statements.
• Taxes related to new Brazilian operations. We are in the process of hiring a Corporate Tax Manager as the individual previously identified to fill this role was unable to accept the position. We will seek candidates who have a minimum of ten years experience in international tax matters and have been exposed to a number of the countries in which we currently operate. This individual will be responsible for the analysis and monitoring of the related taxes in all the existing tax jurisdictions. We have in the past used, and we intend to continue to use, third-party tax service providers for the more complex areas of our income tax accounting. The addition to the staff will enable an appropriate level of research, analysis and review of complex international tax issues related to our existing and future tax jurisdictions.
  

     We believe that these actions and resulting improvement in controls will generally strengthen our disclosure controls and procedures, as well as our internal control over financial reporting, and will, over time, address the material weaknesses that we identified in our internal control over financial reporting as of December 31, 2004. Since many of these steps to remediate the material weaknesses are very recent and because they relate, in large part, to the hiring and training of additional personnel, the successful operation of these controls for at least several quarters will be required prior to us being able to conclude that the material weaknesses have been eliminated. We will continue to assess the adequacy of our finance and accounting organization and its ability to deal with financial reporting and tax matters in the future. Should additional staff be required as the result of our assessment, we are committed to augmenting the existing staff to provide the expertise necessary to eliminate identified material weaknesses and to address deficiencies that may arise in the future.

     Other than as described above relating to our efforts to hire additional personnel, there were no changes in our internal controls over financial reporting that occurred during the first quarter of 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II   OTHER INFORMATION

ITEM 6.      Exhibits

Exhibits

      See Exhibit Index for list of Exhibits filed herewith

     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:   May 10, 2005