AMENDMENT NO. 1 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

                                                                    EXHIBIT 10.7


                                AMENDMENT NO. 1
                                      TO
                   EMPLOYMENT AND NON-COMPETITION AGREEMENT

      This Amendment No. 1 to Employment and Non-Competition Agreement (this
"Agreement") is made as of the 1st day of April, 2000, by and between Horizon
Offshore, Inc., a Delaware corporation (the "Company"), and Xxxx X. Xxx (the
"Employee").

                             W I T N E S S E T H:

      WHEREAS, the Company has entered into an Employment and Non-Competition
Agreement with the Employee dated as of January 1, 1998 (the "Employment
Agreement"); and

      WHEREAS, the Company and the Employee have agreed to certain changes to
the Employment Agreement, effective April 1, 2000, as set forth herein.

      NOW THEREFORE, the Company and the Employee agree as follows:

      Section 1.  AMENDMENTS.

            (a) Paragraph 2(a) of the Employment Agreement is hereby amended to
read in its entirety as follows:

      "2. TERM. (a) Subject to the provisions for termination as hereinafter
      provided, Employee's employment pursuant to the terms of this Agreement
      shall be for the period expiring on June 30, 2003. Such period of
      employment is referred to herein as the "Employment Term.""

      Section 2. (b) Paragraph 4 of the Employment Agreement is hereby amended
to read in its entirety as follows:

      "4. COMPENSATION AND BENEFITS. The Company will provide or will cause to
      be provided to Employee a minimum annual base salary of $300,000
      appropriately pro rated for periods of less than a full calendar year. The
      Employee shall be entitled to all benefits and perquisites provided to
      similarly situated employees of the Company."

      2. MISCELLANEOUS.

            (a) Except as expressly set forth herein, this Amendment shall not
      by implication or otherwise alter, modify, amend or in any way affect any
      of the terms, conditions, obligations, covenants or agreements contained
      in the Employment Agreement, all of which are ratified

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      and affirmed by the Company and the Employee in all respects and shall
      continue in full force and effect.

      (b) This Amendment, including the validity hereof and the rights and
obligations of the parties hereunder, shall be construed in accordance with and
governed by the laws of the State of Texas.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and signed as of the date indicated above.

                                    HORIZON OFFSHORE, INC.



                                    By:_____________________________
                                             Xxxxx X. Xxxxx
                                          Executive Vice President

                                    EMPLOYEE:



                                    _________________________________
                                              Xxxx X. Xxx


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