As filed with the Securities and Exchange Commission on April 15, 1998.

                                              Registration No. 333-___________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                         CAL DIVE INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

                   MINNESOTA                   95-3409686
       (State or other jurisdiction of     (I.R.S. employer
       incorporation or organization)      identification no.)

         400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060
          (Address of principal executive offices, including zip code)

                          CAL DIVE INTERNATIONAL, INC.
                        EMPLOYEE'S RETIRMENT SAVINGS PLAN
                            (Full title of the plan)

           Andrew C. Becher, Senior Vice President and General Counsel
                          Cal Dive International, Inc.
                          400 N. Sam Houston Parkway E.
                                    Suite 400
                              Houston, Texas 77060
                                 (281) 618-0400

                                 (281) 618-0400
          (Telephone number, including area code, of agent for service)

              Approximate date of commencement of proposed sale: FROM TIME TO
  TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                        CALCULATION OF REGISTRATION FEE

                                    PROPOSED
   TITLE OF                         PROPOSED          MAXIMUM
  SECURITIES        AMOUNT          MAXIMUM          AGGREGATE        AMOUNT OF
     TO BE           TO BE       OFFERING PRICE      OFFERING       REGISTRATION
  REGISTERED     REGISTERED(1)   PER SHARE (2)       PRICE (2)           FEE
--------------------------------------------------------------------------------
Common Stock,    75,000 shares        $36           $2,700,000         $796.50
No par value
(1)   Represents the maximum number of shares of Common Stock of the Registrant
      which could be purchased of stock set aside for issuance under the
      Employee's Retirement Savings Plan.

(2)   Pursuant to Rule 457(c), the per share price is estimated, solely for the
      purpose of determining the registration fee, based upon the average of the
      high and low prices for such common stock on April 14, 1998 as reported on
      The Nasdaq National Market.
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed by Cal Dive International, Inc.
(the "Company") (File No. 0-22739) with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and are
incorporated by reference herein:

a.    The Company's latest annual report, filed pursuant to Sections 13(a) or
      15(d) of the Exchange Act.

b.    All other reports filed by the Company pursuant to Section 13(a) or 15(d)
      of the Exchange Act since the end of the fiscal year covered by the
      Company's latest annual report on Form 10-K.

c.    The descriptions of the Company's capital stock contained in the Company's
      Registration Statement on Form S-1 (Registration No. 333-26357) and
      incorporated by reference into the Company's Registration Statement on
      Form 8-A (File No. 0-22739), filed with the Commission.

      All documents filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining to be sold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.

ITEM  4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.


      Andrew C. Becher, Senior Vice President and General Counsel of the
Company, hold options to purchase 100,000 shares of Common Stock at an exercise
price of $4.50.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article 7 of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to such extent as permitted by Minnesota
Statutes, Section 302A.521, as now enacted or hereafter amended.

      In addition, as allowed by Minnesota Statutes, Section 302A.251, Article
IX of the Company's 1997 Amended and Restated Articles of Incorporation provides
that a director of the Company shall not be

                                      II-1
<PAGE>
personally liable to the Company or its stockholders for monetary damages for
certain types of breaches of fiduciary duty as a director.

      Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and provides
for payment to the Company of costs incurred by it in indemnifying its directors
and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The following exhibits are filed with this Registration Statement on Form
S-8:

    EXHIBIT
    NUMBER      DESCRIPTION
    ------      -----------
      5.1   Opinion of Andrew C. Becher, Senior Vice President and General
            Counsel, Cal Dive International, Inc., as to the legality of Common
            Stock of the Company (filed electronically herewith)

      23.1  Consent of Arthur Andersen LLP (filed electronically herewith)

      23.2  Consent of Andrew C. Becher, Senior Vice President and General
            Counsel, Cal Dive International, Inc. (included in Exhibit 5.1)

      24.1  Power of Attorney (included on signature page and filed
            electronically herewith)

      99.1  Cal Dive International, Inc. Employee's Retirement Savings Plan
            (filed electronically herewith)

ITEM 9.   UNDERTAKINGS.

(A)   RULE 415 OFFERING.

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement; and

                                      II-2
<PAGE>
            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by reference
            in the registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(B)   FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

      The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or Section 15(d)
      of the Exchange Act (and, where applicable, each filing of an employee
      benefit plan's annual report pursuant to Section 15(d) of the Exchange
      Act) that is incorporated by reference in the registration statement shall
      be deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

(H)   STATEMENT REQUIRED BY ITEM 512(H) IN CONNECTION WITH FILING OF
      REGISTRATION STATEMENT ON FORM S-8.

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the foregoing provisions, or
      otherwise, the registrant has been advised that in the opinion of the
      Commission such indemnification is against public policy as expressed in
      the Securities Act of 1933 and is, therefore, unenforceable. In the event
      that a claim for indemnification against such liabilities (other than the
      payment by the registrant of expenses incurred or paid by a director,
      officer or controlling person of the registrant in the successful defense
      of any action, suit or proceeding) is asserted by such director, officer
      or controlling person in connection with the securities being registered,
      the registrant will, unless in the opinion of its counsel the matter has
      been settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Securities Act of 1933 and will be
      governed by the final adjudication of such issue.

                                      II-3
<PAGE>
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on April 15, 1998.

                                    CAL DIVE INTERNATIONAL, INC.


                                    By/s/ OWEN KRATZ
                                          Owen Kratz
                                          President and Chief Executive Officer

                                      II-4
<PAGE>
                               POWER OF ATTORNEY

      We, the undersigned directors and officers of Cal Dive International,
Inc., do hereby severally constitute and appoint Owen Kratz and Andrew C.
Becher, and each of them singly, our true and lawful attorneys and agents, to do
any and all things and acts in our names in the capacities indicated below and
to execute any and all instruments for us and in our names in the capacities
indicated below which said Owen Kratz or Andrew C. Becher, or either of them,
may deem necessary or advisable to enable Cal Dive International, Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the offering of Common Stock,
including specifically, but not limited to, power and authority to sign for us
or any of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that Owen Kratz and Andrew C.
Becher, or either of them, shall do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                   TITLE                              DATE
---------                   -----                              ----
/s/ GERALD G. REUHL         Chairman and Director             April 15, 1998
    Gerald G. Reuhl

/s/ OWEN KRATZ              President, Chief Executive        April 15, 1998
    Owen Kratz              Officer, and Director

/s/ S. JAMES NELSON JR.     Executive Vice President and      April 15, 1998
    S. James Nelson Jr.     Chief Financial Officer

/s/ A. WADE PURSELL         Chief Accounting Officer          April 15, 1998
    A. Wade Pursell

/s/ DAVID H. KENNEDY        Director                          April 15, 1998
    David H. Kennedy

/s/ GERALD M. HAGE          Director                          April 15, 1998
    Gerald M. Hage

/s/ GORDON F. AHALT         Director                          April 15, 1998
    Gordon F. Ahalt

                                      II-5
<PAGE>
                               INDEX TO EXHIBITS

EXHIBIT NO.       DESCRIPTION  MANNER OF FILING

         5.1      Opinion of Andrew C. Becher, Senior Vice President and General
                  Counsel, Cal Dive International, Inc., as to the legality of
                  Common Stock of the Company (filed electronically herewith)

         23.1     Consent of Arthur Andersen LLP (filed electronically herewith)

         23.2     Consent of Andrew C. Becher, Senior Vice President and General
                  Counsel, Cal Dive International, Inc. (included in Exhibit
                  5.1)

         24.1     Power of Attorney (included on signature page and filed
                  electronically herewith)

         99.1     Cal Dive International, Inc. Employee's Retirement Savings
                  Plan (filed electronically herewith)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15136}]
{"company-data": {"conformed-name": "CAL DIVE INTERNATIONAL INC", "cik": "0000866829", "assigned-sic": "1389", "irs-number": "953409686", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50289", "film-number": "98595651"}, "business-address": {"street1": "400 N SAM HOUSTON PKWYE", "street2": "SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "7136901818"}, "mail-address": {"street1": "400 N SAM HOUSTON PKWY E", "street2": "SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77060"}}
As filed with the Securities and Exchange Commission on April 15, 1998.

                                              Registration No. 333-___________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                         CAL DIVE INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

                   MINNESOTA                   95-3409686
       (State or other jurisdiction of     (I.R.S. employer
       incorporation or organization)      identification no.)

         400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060
          (Address of principal executive offices, including zip code)

                          CAL DIVE INTERNATIONAL, INC.
                        EMPLOYEE'S RETIRMENT SAVINGS PLAN
                            (Full title of the plan)

           Andrew C. Becher, Senior Vice President and General Counsel
                          Cal Dive International, Inc.
                          400 N. Sam Houston Parkway E.
                                    Suite 400
                              Houston, Texas 77060
                                 (281) 618-0400

                                 (281) 618-0400
          (Telephone number, including area code, of agent for service)

              Approximate date of commencement of proposed sale: FROM TIME TO
  TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                        CALCULATION OF REGISTRATION FEE

                                    PROPOSED
   TITLE OF                         PROPOSED          MAXIMUM
  SECURITIES        AMOUNT          MAXIMUM          AGGREGATE        AMOUNT OF
     TO BE           TO BE       OFFERING PRICE      OFFERING       REGISTRATION
  REGISTERED     REGISTERED(1)   PER SHARE (2)       PRICE (2)           FEE
--------------------------------------------------------------------------------
Common Stock,    75,000 shares        $36           $2,700,000         $796.50
No par value
(1)   Represents the maximum number of shares of Common Stock of the Registrant
      which could be purchased of stock set aside for issuance under the
      Employee's Retirement Savings Plan.

(2)   Pursuant to Rule 457(c), the per share price is estimated, solely for the
      purpose of determining the registration fee, based upon the average of the
      high and low prices for such common stock on April 14, 1998 as reported on
      The Nasdaq National Market.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed by Cal Dive International, Inc.
(the "Company") (File No. 0-22739) with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and are
incorporated by reference herein:

a.    The Company's latest annual report, filed pursuant to Sections 13(a) or
      15(d) of the Exchange Act.

b.    All other reports filed by the Company pursuant to Section 13(a) or 15(d)
      of the Exchange Act since the end of the fiscal year covered by the
      Company's latest annual report on Form 10-K.

c.    The descriptions of the Company's capital stock contained in the Company's
      Registration Statement on Form S-1 (Registration No. 333-26357) and
      incorporated by reference into the Company's Registration Statement on
      Form 8-A (File No. 0-22739), filed with the Commission.

      All documents filed with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining to be sold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.

ITEM  4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Andrew C. Becher, Senior Vice President and General Counsel of the
Company, hold options to purchase 100,000 shares of Common Stock at an exercise
price of $4.50.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article 7 of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to such extent as permitted by Minnesota
Statutes, Section 302A.521, as now enacted or hereafter amended.

      In addition, as allowed by Minnesota Statutes, Section 302A.251, Article
IX of the Company's 1997 Amended and Restated Articles of Incorporation provides
that a director of the Company shall not be

                                      II-1
personally liable to the Company or its stockholders for monetary damages for
certain types of breaches of fiduciary duty as a director.

      Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and provides
for payment to the Company of costs incurred by it in indemnifying its directors
and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The following exhibits are filed with this Registration Statement on Form
S-8:

    EXHIBIT
    NUMBER      DESCRIPTION
    ------      -----------
      5.1   Opinion of Andrew C. Becher, Senior Vice President and General
            Counsel, Cal Dive International, Inc., as to the legality of Common
            Stock of the Company (filed electronically herewith)

      23.1  Consent of Arthur Andersen LLP (filed electronically herewith)

      23.2  Consent of Andrew C. Becher, Senior Vice President and General
            Counsel, Cal Dive International, Inc. (included in Exhibit 5.1)

      24.1  Power of Attorney (included on signature page and filed
            electronically herewith)

      99.1  Cal Dive International, Inc. Employee's Retirement Savings Plan
            (filed electronically herewith)

ITEM 9.   UNDERTAKINGS.

(A)   RULE 415 OFFERING.

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement; and

                                      II-2
(iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant pursuant to Section 13 or Section 15(d) of the
            Securities Exchange Act of 1934 that are incorporated by reference
            in the registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(B)   FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

      The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or Section 15(d)
      of the Exchange Act (and, where applicable, each filing of an employee
      benefit plan's annual report pursuant to Section 15(d) of the Exchange
      Act) that is incorporated by reference in the registration statement shall
      be deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

(H)   STATEMENT REQUIRED BY ITEM 512(H) IN CONNECTION WITH FILING OF
      REGISTRATION STATEMENT ON FORM S-8.

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the foregoing provisions, or
      otherwise, the registrant has been advised that in the opinion of the
      Commission such indemnification is against public policy as expressed in
      the Securities Act of 1933 and is, therefore, unenforceable. In the event
      that a claim for indemnification against such liabilities (other than the
      payment by the registrant of expenses incurred or paid by a director,
      officer or controlling person of the registrant in the successful defense
      of any action, suit or proceeding) is asserted by such director, officer
      or controlling person in connection with the securities being registered,
      the registrant will, unless in the opinion of its counsel the matter has
      been settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Securities Act of 1933 and will be
      governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on April 15, 1998.

                                    CAL DIVE INTERNATIONAL, INC.

                                    By/s/ OWEN KRATZ
                                          Owen Kratz
                                          President and Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

      We, the undersigned directors and officers of Cal Dive International,
Inc., do hereby severally constitute and appoint Owen Kratz and Andrew C.
Becher, and each of them singly, our true and lawful attorneys and agents, to do
any and all things and acts in our names in the capacities indicated below and
to execute any and all instruments for us and in our names in the capacities
indicated below which said Owen Kratz or Andrew C. Becher, or either of them,
may deem necessary or advisable to enable Cal Dive International, Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the offering of Common Stock,
including specifically, but not limited to, power and authority to sign for us
or any of us in our names in the capacities indicated below the Registration
Statement and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that Owen Kratz and Andrew C.
Becher, or either of them, shall do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                   TITLE                              DATE
---------                   -----                              ----
/s/ GERALD G. REUHL         Chairman and Director             April 15, 1998
    Gerald G. Reuhl

/s/ OWEN KRATZ              President, Chief Executive        April 15, 1998
    Owen Kratz              Officer, and Director

/s/ S. JAMES NELSON JR.     Executive Vice President and      April 15, 1998
    S. James Nelson Jr.     Chief Financial Officer

/s/ A. WADE PURSELL         Chief Accounting Officer          April 15, 1998
    A. Wade Pursell

/s/ DAVID H. KENNEDY        Director                          April 15, 1998
    David H. Kennedy

/s/ GERALD M. HAGE          Director                          April 15, 1998
    Gerald M. Hage

/s/ GORDON F. AHALT         Director                          April 15, 1998
    Gordon F. Ahalt

                                      II-5
INDEX TO EXHIBITS

EXHIBIT NO.       DESCRIPTION  MANNER OF FILING

         5.1      Opinion of Andrew C. Becher, Senior Vice President and General
                  Counsel, Cal Dive International, Inc., as to the legality of
                  Common Stock of the Company (filed electronically herewith)

         23.1     Consent of Arthur Andersen LLP (filed electronically herewith)

         23.2     Consent of Andrew C. Becher, Senior Vice President and General
                  Counsel, Cal Dive International, Inc. (included in Exhibit
                  5.1)

         24.1     Power of Attorney (included on signature page and filed
                  electronically herewith)

         99.1     Cal Dive International, Inc. Employee's Retirement Savings
                  Plan (filed electronically herewith)