As filed with the Securities and Exchange Commission on March 8, 2001
                                                        Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                SEACOR SMIT INC.
             (Exact Name of Registrant as Specified in its Charter)


          DELAWARE                                       13-3542736
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                        11200 RICHMOND AVENUE, SUITE 400
                              HOUSTON, TEXAS 77082
                                 (713) 782-5990
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                                SEACOR SMIT INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)


                                  RANDALL BLANK
                            EXECUTIVE VICE PRESIDENT,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                                SEACOR SMIT INC.
                           1370 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10119
                                 (212) 307-6633
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             DAVID E. ZELTNER, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Each Class of                     Amount to be      Proposed Maximum Offering  Proposed Maximum Aggregate      Amount of
Securities to be Registered                Registered(1)         Price Per Share(2)         Offering Price(2)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>                    <C>                   <C>
Common Stock, par value $.01 per share        300,000                 $48.22                 $14,466,000           $3,617
====================================================================================================================================
</TABLE>

(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.

(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933.

================================================================================

NY2:\1020548\04\LVGK04!.DOC\73293.0004
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.

                     Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the SEACOR SMIT Inc.
2000 Employee Stock Purchase Plan are available without charge by contacting:


                                SEACOR SMIT Inc.
                           1370 Avenue of the Americas
                            New York, New York 10119
                              Attention: Secretary
                                 (212) 307-6633





                                       2
<PAGE>
                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission by SEACOR
SMIT Inc. (the "Company" or the "Registrant") are incorporated herein by
reference:

                  (1)      our Annual Report on Form 10-K for the fiscal year
                           ended December 31, 1999 (as amended on Form 10-K/A
                           filed on April 6, 2000);

                  (2)      our Quarterly Reports on Form 10-Q for the fiscal
                           quarters ended March 31, 2000, June 30, 2000 and
                           September 30, 2000, filed on May 15, 2000, August 14,
                           2000 and November 14, 2000, respectively;

                  (3)      our Current Report on Form 8-K filed on June 16,
                           2000;

                  (4)      our Current Report on Form 8-K filed on January 18,
                           2001;

                  (5)      our Current Report on Form 8-K filed on March 5,
                           2001; and

                  (6)      the description of our common stock contained in our
                           registration statements on Form 8-A filed on November
                           30, 1992 and October 9, 1996, including any amendment
                           or report filed for the purposes of updating such
                           description.


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

ITEM 4.    DESCRIPTION OF SECURITIES.

                     Not applicable

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.


                                       3
<PAGE>
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Article Seven of the Registrant's Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), provides that no
director of the Registrant shall be personally liable either to the Company or
to any stockholder for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, or (ii) for acts or omissions which are not taken
or omitted to be taken in good faith or which involve intentional misconduct or
knowing violation of the law, or (iii) for any matter in respect of which such
director would be liable under Section 174 of Title 8 of the Delaware General
Corporation Law (the "DGCL") or any amendment or successor provision thereto, or
(iv) for any transaction from which the director shall have derived an improper
personal benefit.

                     Article III of the Company's by-laws provides that the
Company shall (a) indemnify, to the fullest extent permitted by Section 145 of
the DGCL, all persons who it may indemnify pursuant thereto and in the manner
prescribed thereby and (b) pay the expenses (including attorneys' fees) incurred
by an indemnitee in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should ultimately determined that the director or
officer is not entitled to be indemnified thereunder or otherwise.

                     Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the case
of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                     None.

ITEM 8.    EXHIBITS.

                  4.1      Restated Certificate of Incorporation of SEACOR SMIT
                           Inc. (incorporated herein by reference to Exhibit
                           3.1(a) to the Company's Quarterly Report on Form 10-Q
                           for the fiscal quarter ended June 30, 1997 and filed
                           with the Commission on August 14, 1997).


                                       4
<PAGE>
                  4.2      Certificate of Amendment to the Restated Certificate
                           of Incorporation of SEACOR SMIT Inc. (incorporated
                           herein by reference to Exhibit 3.1(b) to the
                           Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended June 30, 1997 and filed with the
                           Commission on August 14, 1997).

                  4.3      Amended and Restated By-laws of SEACOR Holdings, Inc.
                           (incorporated herein by reference to Exhibit 4.2 to
                           the Company's Registration Statement on Form S-8 (No.
                           333-12637) of SEACOR Holdings, Inc. filed with the
                           Commission on September 25, 1996).

                  4.4      SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan,
                           as amended February 14, 2001.

                  23.1     Consent of Arthur Andersen LLP.

                  24.1     Power of Attorney (included as part of the signature
                           page to this Registration Statement and incorporated
                           herein by reference).

ITEM 9.    UNDERTAKINGS.

         (a)      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;

                           (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;

                           (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 paragraph (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by the foregoing paragraphs is contained in periodic


                                       5
<PAGE>
           reports filed with or furnished to the Commission by the Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, 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)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act 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
                  and will be governed by the final adjudication of such issue.



                                       6
<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 New York, State of New York, on this 7th day of March,
2001.

                                   SEACOR SMIT INC.

                                   By: /S/ RANDALL BLANK
                                       ----------------------------------------
                                       Randall Blank
                                       Executive Vice President,
                                        Chief Financial Officer and Secretary


                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or any of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including all post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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.

<TABLE>
<CAPTION>
Signatures                                      Title                                         Date
----------                                      -----                                         ----
<S>                                            <C>                                           <C>
/S/ CHARLES FABRIKANT                           Chairman of the Board of                      March 7, 2001
----------------------------------------            Directors, President and
Charles Fabrikant                                   Chief Executive Officer
                                                    (Principal Executive Officer)


/S/ RANDALL BLANK                               Executive Vice President, Chief Financial     March 7, 2001
----------------------------------------            Officer and Secretary
Randall Blank                                       (Principal Financial Officer)



                                       7
<PAGE>
                                                Director
----------------------------------------
Michael E. Gellert


/S/ ANDREW R. MORSE                             Director                                      March 7, 2001
----------------------------------------
Andrew R. Morse


/S/ GRANVILLE E. CONWAY                         Director                                      March 7, 2001
----------------------------------------
Granville E. Conway


/S/ STEPHEN STAMAS                              Director                                      March 7, 2001
----------------------------------------
Stephen Stamas


/S/ RICHARD M. FAIRBANKS III                    Director                                      March 7, 2001
----------------------------------------
Richard M. Fairbanks III


/S/ PIERRE DE DEMANDOLX                         Director                                      March 7, 2001
----------------------------------------
Pierre de Demandolx


/S/ ANTOON KIENHUIS                             Director                                      March 7, 2001
----------------------------------------
Antoon Kienhuis


/S/ JOHN HADJIPATERAS                           Director                                      March 7, 2001
----------------------------------------
John Hadjipateras


/S/ LENNY P. DANTIN                             Vice President                                March 7, 2001
----------------------------------------            (Principal Accounting Officer and
Lenny P. Dantin                                     Controller)
</TABLE>

                                       8
<PAGE>
                                  EXHIBIT INDEX

     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------

         4.1      Restated Certificate of Incorporation of SEACOR SMIT Inc.
                  (incorporated herein by reference to Exhibit 3.1(a) to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended June 30, 1997 and filed with the Commission on August
                  14, 1997).

         4.2      Certificate of Amendment to the Restated Certificate of
                  Incorporation of SEACOR SMIT Inc. (incorporated herein by
                  reference to Exhibit 3.1(b) to the Company's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended June 30, 1997 and
                  filed with the Commission on August 14, 1997).

         4.3      Amended and Restated By-laws of SEACOR Holdings, Inc.
                  (incorporated herein by reference to Exhibit 4.2 to the
                  Company's Registration Statement on Form S-8 (No. 333-12637)
                  of SEACOR Holdings, Inc. filed with the Commission on
                  September 25, 1996).

         4.4      SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan, as amended
                  February 14, 2001.

         23.1     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).







                                       9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 23024}]
{"company-data": {"conformed-name": "SEACOR SMIT INC", "cik": "0000859598", "assigned-sic": "4412", "irs-number": "133542736", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56714", "film-number": "1563686"}, "business-address": {"street1": "11200 RICHMOND AVE", "street2": "SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77082", "phone": "7137825990"}, "mail-address": {"street1": "11200 WESTHEIMER", "street2": "SUITE 850", "city": "HOUSTON", "state": "TX", "zip": "77042"}, "former-company": [{"former-conformed-name": "SEACOR HOLDINGS INC", "date-changed": "19950327"}, {"former-conformed-name": "SEACORE HOLDINGS INC", "date-changed": "19950313"}]}
As filed with the Securities and Exchange Commission on March 8, 2001
                                                        Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                SEACOR SMIT INC.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                       13-3542736
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                        11200 RICHMOND AVENUE, SUITE 400
                              HOUSTON, TEXAS 77082
                                 (713) 782-5990
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                                SEACOR SMIT INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                                  RANDALL BLANK
                            EXECUTIVE VICE PRESIDENT,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                                SEACOR SMIT INC.
                           1370 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10119
                                 (212) 307-6633
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             DAVID E. ZELTNER, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of                     Amount to be      Proposed Maximum Offering  Proposed Maximum Aggregate      Amount of
Securities to be Registered                Registered(1)         Price Per Share(2)         Offering Price(2)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        300,000                 $48.22                 $14,466,000           $3,617
====================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.

(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933.

================================================================================

NY2:\1020548\04\LVGK04!.DOC\73293.0004
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.

                     Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the SEACOR SMIT Inc.
2000 Employee Stock Purchase Plan are available without charge by contacting:

                                SEACOR SMIT Inc.
                           1370 Avenue of the Americas
                            New York, New York 10119
                              Attention: Secretary
                                 (212) 307-6633

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission by SEACOR
SMIT Inc. (the "Company" or the "Registrant") are incorporated herein by
reference:

                  (1)      our Annual Report on Form 10-K for the fiscal year
                           ended December 31, 1999 (as amended on Form 10-K/A
                           filed on April 6, 2000);

                  (2)      our Quarterly Reports on Form 10-Q for the fiscal
                           quarters ended March 31, 2000, June 30, 2000 and
                           September 30, 2000, filed on May 15, 2000, August 14,
                           2000 and November 14, 2000, respectively;

                  (3)      our Current Report on Form 8-K filed on June 16,
                           2000;

                  (4)      our Current Report on Form 8-K filed on January 18,
                           2001;

                  (5)      our Current Report on Form 8-K filed on March 5,
                           2001; and

                  (6)      the description of our common stock contained in our
                           registration statements on Form 8-A filed on November
                           30, 1992 and October 9, 1996, including any amendment
                           or report filed for the purposes of updating such
                           description.

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

ITEM 4.    DESCRIPTION OF SECURITIES.

                     Not applicable

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

                                       3
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Article Seven of the Registrant's Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), provides that no
director of the Registrant shall be personally liable either to the Company or
to any stockholder for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, or (ii) for acts or omissions which are not taken
or omitted to be taken in good faith or which involve intentional misconduct or
knowing violation of the law, or (iii) for any matter in respect of which such
director would be liable under Section 174 of Title 8 of the Delaware General
Corporation Law (the "DGCL") or any amendment or successor provision thereto, or
(iv) for any transaction from which the director shall have derived an improper
personal benefit.

                     Article III of the Company's by-laws provides that the
Company shall (a) indemnify, to the fullest extent permitted by Section 145 of
the DGCL, all persons who it may indemnify pursuant thereto and in the manner
prescribed thereby and (b) pay the expenses (including attorneys' fees) incurred
by an indemnitee in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should ultimately determined that the director or
officer is not entitled to be indemnified thereunder or otherwise.

                     Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the case
of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                     None.

ITEM 8.    EXHIBITS.

                  4.1      Restated Certificate of Incorporation of SEACOR SMIT
                           Inc. (incorporated herein by reference to Exhibit
                           3.1(a) to the Company's Quarterly Report on Form 10-Q
                           for the fiscal quarter ended June 30, 1997 and filed
                           with the Commission on August 14, 1997).

                                       4
4.2      Certificate of Amendment to the Restated Certificate
                           of Incorporation of SEACOR SMIT Inc. (incorporated
                           herein by reference to Exhibit 3.1(b) to the
                           Company's Quarterly Report on Form 10-Q for the
                           fiscal quarter ended June 30, 1997 and filed with the
                           Commission on August 14, 1997).

                  4.3      Amended and Restated By-laws of SEACOR Holdings, Inc.
                           (incorporated herein by reference to Exhibit 4.2 to
                           the Company's Registration Statement on Form S-8 (No.
                           333-12637) of SEACOR Holdings, Inc. filed with the
                           Commission on September 25, 1996).

                  4.4      SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan,
                           as amended February 14, 2001.

                  23.1     Consent of Arthur Andersen LLP.

                  24.1     Power of Attorney (included as part of the signature
                           page to this Registration Statement and incorporated
                           herein by reference).

ITEM 9.    UNDERTAKINGS.

         (a)      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;

                           (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;

                           (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 paragraph (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by the foregoing paragraphs is contained in periodic

                                       5
reports filed with or furnished to the Commission by the Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, 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)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act 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
                  and will be governed by the final adjudication of such issue.

                                       6
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 New York, State of New York, on this 7th day of March,
2001.

                                   SEACOR SMIT INC.

                                   By: /S/ RANDALL BLANK
                                       ----------------------------------------
                                       Randall Blank
                                       Executive Vice President,
                                        Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or any of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments
(including all post-effective amendments) to this registration statement, and to
sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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.
Signatures                                      Title                                         Date
----------                                      -----                                         ----
/S/ CHARLES FABRIKANT                           Chairman of the Board of                      March 7, 2001
----------------------------------------            Directors, President and
Charles Fabrikant                                   Chief Executive Officer
                                                    (Principal Executive Officer)

/S/ RANDALL BLANK                               Executive Vice President, Chief Financial     March 7, 2001
----------------------------------------            Officer and Secretary
Randall Blank                                       (Principal Financial Officer)

                                       7
Director
----------------------------------------
Michael E. Gellert

/S/ ANDREW R. MORSE                             Director                                      March 7, 2001
----------------------------------------
Andrew R. Morse

/S/ GRANVILLE E. CONWAY                         Director                                      March 7, 2001
----------------------------------------
Granville E. Conway

/S/ STEPHEN STAMAS                              Director                                      March 7, 2001
----------------------------------------
Stephen Stamas

/S/ RICHARD M. FAIRBANKS III                    Director                                      March 7, 2001
----------------------------------------
Richard M. Fairbanks III

/S/ PIERRE DE DEMANDOLX                         Director                                      March 7, 2001
----------------------------------------
Pierre de Demandolx

/S/ ANTOON KIENHUIS                             Director                                      March 7, 2001
----------------------------------------
Antoon Kienhuis

/S/ JOHN HADJIPATERAS                           Director                                      March 7, 2001
----------------------------------------
John Hadjipateras

/S/ LENNY P. DANTIN                             Vice President                                March 7, 2001
----------------------------------------            (Principal Accounting Officer and
Lenny P. Dantin                                     Controller)
8
EXHIBIT INDEX

     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------

         4.1      Restated Certificate of Incorporation of SEACOR SMIT Inc.
                  (incorporated herein by reference to Exhibit 3.1(a) to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended June 30, 1997 and filed with the Commission on August
                  14, 1997).

         4.2      Certificate of Amendment to the Restated Certificate of
                  Incorporation of SEACOR SMIT Inc. (incorporated herein by
                  reference to Exhibit 3.1(b) to the Company's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended June 30, 1997 and
                  filed with the Commission on August 14, 1997).

         4.3      Amended and Restated By-laws of SEACOR Holdings, Inc.
                  (incorporated herein by reference to Exhibit 4.2 to the
                  Company's Registration Statement on Form S-8 (No. 333-12637)
                  of SEACOR Holdings, Inc. filed with the Commission on
                  September 25, 1996).

         4.4      SEACOR SMIT Inc. 2000 Employee Stock Purchase Plan, as amended
                  February 14, 2001.

         23.1     Consent of Arthur Andersen LLP.

         24.1     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

                                       9