Securities Exchange Act of 1934
Rule 12g-3

January 11, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

New GulfMark may take into account the Company's reporting history under the Exchange Act in determining its eligibility to use Forms S-3 and S-8. The Company's reporting history under the Exchange Act may also be used in determining whether New GulfMark "meets the requirements for use of Form S-3" within the meaning of Form S-4.

The Division will not object if New GulfMark, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Company's currently effective registration statements on Forms S-3 and S-8, provided that New GulfMark adopts the Company's registration statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.

The Reorganization will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and New GulfMark will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.

The Company's Exchange Act reporting history may be taken into account when determining New GulfMark's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.

New GulfMark may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act.

Persons who have filed ownership reports on Schedule 13D or 13G for Company shares will not be required to file any additional or amended statements on Schedule 13D or 13G as a result of the Reorganization, provided they note in their next subsequent filing that New GulfMark is the successor to the Company.

The Division will not recommend enforcement action to the Commission if: (1) New GulfMark does not register under the Securities Act its assumption of the Company's obligations under the Company Debt Securities; and (2) New GulfMark does not qualify a supplemental indenture under the Trust Indenture Act in connection with its assumption of such obligations. In arriving at these positions, we have noted in particular your representation that New GulfMark intends to deliver to the trustee under the indenture governing the Company Debt Securities an opinion of counsel that such indenture authorizes the trustee to enter into a supplemental indenture without the vote or consent of the holders of the Company Debt Securities for the purposes of effecting the Reorganization and, in particular, changing the obligor from the Company to New GulfMark pursuant to the Reorganization.

After consummation of the Reorganization, New GulfMark will succeed to the Commission file number currently used by the Company.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/
gulfmarkoffshore011110-12g3.htm