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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HAMILTON THOMAS M
   2. Issuer Name and Ticker or Trading Symbol
HERCULES OFFSHORE, INC. [HERO] 		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)
11 GREENWAY PLAZA, SUITE 2950		 3. Date of Earliest Transaction (Month/Day/Year)
07/11/2007
(Street)

HOUSTON, TX 77046		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 07/11/2007   J(1)   1,461 A $ 33.54 1,461 D  
Common Stock, par value $0.01 per share 07/11/2007   J(2)   3,505 A $ 33.54 4,966 D  

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 9.43 07/11/2007   J(3)   7,308   05/11/2007 05/11/2014 Common Stock, par value $0.01 per share 7,308 $ 0 7,308 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HAMILTON THOMAS M
11 GREENWAY PLAZA, SUITE 2950
HOUSTON, TX 77046		   X      

Signatures

 By: /s/ James W. Noe, attorney-in-fact   07/13/2007
**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) Received in exchange for 1,000 shares of common stock of TODCO in connection with the Amended and Restated Agreement and Plan of Merger by and among Hercules Offshore, Inc., THE Hercules Offshore Drilling Company LLC, and TODCO (the "Merger"). On the effective date of the Merger, the closing price of TODCO common stock was $48.55 per share, and the closing price of Hercules common stock was $33.54. These shares of TODCO common stock were treated as stock election shares, and each share was converted into 1.4616 shares of Hercules common stock in the Merger.
(2) Received in exchange for 4,105 deferred stock units under TODCO's Long Term Incentive Plan. Each TODCO deferred stock unit was settled pursuant to the Merger for $20.14 in cash and 0.8540 shares of Hercules common stock, plus cash in lieu of fractional shares.
(3) Received in the Merger in exchange for a fully vested stock option to acquire 5,000 shares of TODCO common stock for an exercise price of $13.78 per share, assumed by Hercules in the Merger as a fully vested stock option to acquire 7,308 shares of Hercules common stock for an exercise price of $9.43 per share.

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