Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LR Hercules Holdings, LP
 2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2005		 3. Issuer Name and Ticker or Trading Symbol
Hercules Offshore, L.L.C. [HERO]
(Last)
(First)
(Middle)
C/O LIME ROCK MANAGEMENT LP, 518 RIVERSIDE AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WESTPORT, CT 06880		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Membership Interests 39,322 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LR Hercules Holdings, LP
C/O LIME ROCK MANAGEMENT LP
518 RIVERSIDE AVENUE
WESTPORT, CT 06880		     X    
LR2 GP, L.P.
C/O LIME ROCK MANAGEMENT LP
518 RIVERSIDE AVENUE
WESTPORT, CT 06880		     X    
LR2 GP, LLC
C/O LIME ROCK MANAGEMENT LP
518 RIVERSIDE AVENUE
WESTPORT, CT 06880		     X    

Signatures

/s/ Mark McCall, Authorized Signatory 10/26/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Membership Interests owned by LR Hercules Holdings, LP to be converted into 13,762,700 shares of common stock, par value $0.01 per share, of Hercules Offshore, Inc. (the "Issuer") in the conversion of the Issuer from a limited liability company to a corporation prior to the closing of the Issuer's initial public offering. LR2 GP, L.P. is the general partner of LR Hercules Holdings, LP. LR2 GP, LLC is the general partner of LR2 GP, L.P.

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