Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
BUTTERS DAVID J
 2. Issuer Name and Ticker or Trading Symbol
GULFMARK OFFSHORE INC [GLF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


X1 		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock   08/31/2007   P4 40.894     (1)   (1) Common Stock
40.894
$ 45.85 9,953.96
D
 
Phantom Stock   09/15/2007   P4 7.353     (1)   (1) Common Stock
7.353
$ 45.9 9,961.313
D
 
Phantom Stock   09/30/2007   P4 80.148     (1)   (1) Common Stock
80.148
$ 48.66 10,041.461
D
 
Phantom Stock   10/31/2007   P4 40.253     (1)   (1) Common Stock
40.253
$ 46.58 10,081.714
D
 
Phantom Stock   11/30/2007   P4 49.786     (1)   (1) Common Stock
49.786
$ 44.44 10,131.5
D
 
Phantom Stock   12/31/2007   P4 83.352     (1)   (1) Common Stock
83.352
$ 46.79 10,214.852
D
 
Phantom Stock   01/31/2008   P4 52.905     (1)   (1) Common Stock
52.905
$ 41.82 10,267.757
D
 
Phantom Stock   02/29/2008   P4 43.674     (1)   (1) Common Stock
43.674
$ 50.66 10,311.431
D
 
Phantom Stock   03/31/2008   P4 77.439     (1)   (1) Common Stock
77.439
$ 54.72 10,388.87
D
 
Phantom Stock   04/30/2008   P4 36.998     (1)   (1) Common Stock
36.998
$ 59.8 10,425.868
D
 
Phantom Stock   05/15/2008   P4 5.45     (1)   (1) Common Stock
5.45
$ 61.93 10,431.318
D
 
Phantom Stock   05/31/2008   P4 32.958     (1)   (1) Common Stock
32.958
$ 67.13 10,464.276
D
 
Phantom Stock   06/30/2008   P4 75.736     (1)   (1) Common Stock
75.736
$ 58.18 10,540.012
D
 
Phantom Stock   07/31/2008   P4 37.365     (1)   (1) Common Stock
37.365
$ 50.18 10,577.377
D
 
Phantom Stock   08/31/2008   P4 37.425     (1)   (1) Common Stock
37.425
$ 50.1 10,614.802
D
 
Phantom Stock   09/15/2008   P4 7.617     (1)   (1) Common Stock
7.617
$ 44.31 10,622.419
D
 
Phantom Stock   09/30/2008   P4 98.178     (1)   (1) Common Stock
98.178
$ 44.88 10,720.597
D
 
Phantom Stock   10/31/2008   P4 50.676     (1)   (1) Common Stock
50.676
$ 37 10,771.273
D
 
Phantom Stock   11/30/2008   P4 66.254     (1)   (1) Common Stock
66.254
$ 28.3 10,837.527
D
 
Phantom Stock   12/15/2008   P4 13.787     (1)   (1) Common Stock
13.787
$ 24.48 10,851.314
D
 
Phantom Stock   12/31/2008   P4 185.215     (1)   (1) Common Stock
185.215
$ 23.79 11,036.529
D
 
Phantom Stock   01/31/2009   P4 78.321     (1)   (1) Common Stock
78.321
$ 23.94 11,114.85
D
 
Phantom Stock   02/15/2009   P4 12.887     (1)   (1) Common Stock
12.887
$ 26.19 11,127.737
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BUTTERS DAVID J

X1 		   X      

Signatures

/s/ David J. Butters 04/16/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On reviewing the Section 16 reporting requirements relating to GulfMark Offshore, Inc.'s Executive Nonqualified Excess Plan, it was determined that the phantom stock units created by the deferral of compensation by both officers and directors should have been reported as a derivative security by the officer/director once the phantom stock unit was allocated to his account. This filing reports all transactions related to the phantom stock units in the plan allocated to the individual from his point of entry into the plan through March 31, 2009. Each phantom stock unit is the economic equivalent of one share of common stock. Subject to the provisions of the plan, the phantom stock units become payable only in common stock upon the officer/director's termination of service."

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