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 *
GREENHILL CAPITAL PARTNERS, LLC
  2. Issuer Name and Ticker or Trading Symbol
HERCULES OFFSHORE, INC. [HERO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
300 PARK AVENUE, 23RD FLOOR, 
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2006
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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 11/17/2006   S(1)   2,500,000 D $ 33 (2) 797,564 I Through limited partnerships (3) (4) (5) (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREENHILL CAPITAL PARTNERS, LLC
300 PARK AVENUE, 23RD FLOOR
NEW YORK, NY 10022
    X    
GCP MANAGING PARTNER, L.P.
300 PARK AVENUE, 23RD FLOOR
NEW YORK, NY 10022
    X    
GREENHILL & CO INC
300 PARK AVENUE
23RD FLOOR
NEW YORK, NY 10022
    X    
GREENHILL CAPITAL PARTNERS LP
300 PARK AVE
23RD FL
NEW YORK, NY 10022
    X    

Signatures

 Greenhill Capital Partners, LLC, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman   11/17/2006
**Signature of Reporting Person Date

 Greenhill Capital Partners, L.P., By: GCP Managing Partner L.P., its managing general partner, By: Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman   11/17/2006
**Signature of Reporting Person Date

 Greenhill & Co., Inc., By: Ulrika Ekman, Managing Director, General Counsel and Secretary, /s/ Ulrika Ekman   11/17/2006
**Signature of Reporting Person Date

 GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman   11/17/2006
**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) Sale by reporting persons in connection with a public offering of Issuer.
(2) Public offering price.
(3) This Form 4 is being filed by more than one reporting person.
(4) Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P.
(5) GCP Managing Partner, L.P. is the managing general partner of Greenhill Capital Partners, L.P., which sold 1,546,979 shares of common stock and is now the record owner of 493,516 shares of common stock, Greenhill Capital Partners (Executives), L.P., which sold 238,152 shares of common stock and is now the record owner of 75,989 shares of common stock, Greenhill Capital, L.P., which sold 493,825 shares of common stock and is now the record owner of 157,436 shares of common stock, and Greenhill Capital Partners (Cayman), L.P., which sold 221,044 shares of common stock and is now the record owner of 70,623 shares of common stock.
(6) Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

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