PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED NOVEMBER 7, 2005)		FILED PURSUANT TO RULE 424(b)(3) and (c) FILE NO. 333-125276

$300,000,000

     This prospectus supplement relates to the resale by the holders of the 3.25% Convertible Senior Notes due 2025 of Cal Dive International, Inc. and the shares of common stock issuable upon conversion of the notes.

     This prospectus supplement supplements and should be read in conjunction with the prospectus dated November 7, 2005, which is to be delivered with this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including all amendments and supplements thereto. The terms of the notes are set forth in the prospectus.

     The information in the prospectus appearing in the table under the heading “Selling Security Holders” is hereby modified and restated as set forth in the table below. The information below was furnished to us by the selling security holders listed below on or before December 12, 2005.

																						Number of
														Number of				Number of				Shares of
														Shares of				Shares of				Common
		Amount of				Percentage of				Amount of				Common				Common				Stock Upon
		Notes				Notes				Notes To				Stock				Stock That				Completion
		Beneficially				Beneficially				Be Sold ($)				Beneficially				May Be				of Offering
Selling Security Holder		Owned ($)				Owned				(1)				Owned (2)(3)				Sold (1)(3)				(1)
1976 Distribution Trust FBO A.R			4,000				*				4,000				124				124				0
2000 Revocable Trust FBO Lauder/Zinter Hofer			4,000				*				4,000				124				124				0
Advent Convertible Master (Cayman)			7,904,000				2.63				7,904,000				245,972				245,972				0
Alcon Laboratories(4)			274,000				*				274,000				8,526				8,526				0
Aloha Airlines Non- Pilots Pension Trust			35,000				*				35,000				1,089				1,089				0
Aloha Pilots Retirement Trust			20,000				*				20,000				622				622				0
Argent Classic Convertible Arbitrage Fund L.P.			190,000				*				190,000				5,912				5,912				0
Argent Classic Convertible Arbitrage Fund II, L.P.			110,000				*				110,000				3,423				3,423				0
Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd.			1,590,000				*				1,590,000				49,480				49,480				0
Argent LowLev Convertible Arbitrage Fund, LLC			260,000				*				260,000				8,091				8,091				0

																						Number of
														Number of				Number of				Shares of
														Shares of				Shares of				Common
		Amount of				Percentage of				Amount of				Common				Common				Stock Upon
		Notes				Notes				Notes To				Stock				Stock That				Completion
		Beneficially				Beneficially				Be Sold ($)				Beneficially				May Be				of Offering
Selling Security Holder		Owned ($)				Owned				(1)				Owned (2)(3)				Sold (1)(3)				(1)
Argent LowLev Convertible Arbitrage Fund II, LLC			30,000				*				30,000				933				933				0
Argent LowLev Convertible Arbitrage Fund Ltd.			2,290,000				*				2,290,000				71,264				71,264				0
Arlington County Employees Retirement System(4)			578,000				*				578,000				17,987				17,987				0
Aristeia International Limited			11,760,000				3.92				11,760,000				365,971				365,971				0
Aristeia Partners LP			2,240,000				*				2,240,000				69,708				69,708				0
Arkansas PERS			680,000				*				680,000				21,161				21,161				0
Asante Health Systems(4)			90,000				*				90,000				2,800				2,800				0
Astrazeneca Holdings Pension			200,000				*				200,000				6,224				6,224				0
Black Diamond Offshore Ltd.			923,000				*				923,000				28,723				28,723				0
Boilermakers Blacksmith Pension Trust			900,000				*				900,000				28,008				28,008				0
British Virgin Islands Social Security Board(4)			80,000				*				80,000				2,489				2,489				0
C&H Sugar Company, Inc.			45,000				*				45,000				1,400				1,400				0
CNH CA Master Account, L.P.			24,000,000				8.00				24,000,000				746,880				746,880				0
CALAMOS® Convertible and High Income Fund			9,000,000				3.00				9,000,000				280,080				280,080				0
CALAMOS® Convertible Opportunities and Income Fund			7,500,000				2.50				7,500,000				233,400				233,400				0
CALAMOS® Global Growth & Income Fund — CALAMOS® Investment Trust			1,600,000				*				1,600,000				49,792				49,792				0
CALAMOS® Growth & Income Fund — CALAMOS® Investment Trust			24,235,000				8.08				24,235,000				754,193				754,193				0
CALAMOS® Growth & Income Portfolio — CALAMOS® Advisors Trust			165,000				*				165,000				5,134				5,134				0
CALAMOS® High Yield Fund — CALAMOS® Investment Trust			3,000,000				1.00				3,000,000				93,360				93,360				0
Calamos® Strategic Total Return Fund			10,500,000				3.50				10,500,000				326,760				326,760				0

																						Number of
														Number of				Number of				Shares of
														Shares of				Shares of				Common
		Amount of				Percentage of				Amount of				Common				Common				Stock Upon
		Notes				Notes				Notes To				Stock				Stock That				Completion
		Beneficially				Beneficially				Be Sold ($)				Beneficially				May Be				of Offering
Selling Security Holder		Owned ($)				Owned				(1)				Owned (2)(3)				Sold (1)(3)				(1)
CBARB, a segregated account of Geode Capital Master Fund, Ltd.			2,000,000				*				2,000,000				62,240				62,240				0
Chrysler Corporation Master Retirement Trust(4)			1,870,000				*				1,870,000				58,194				58,194				0
Citadel Equity Fund Ltd.(4)			27,750,000				9.25				27,750,000				863,580				863,580				0
City and County of San Francisco Retirement System			966,000				*				966,000				30,061				30,061				0
City University of New York(4)			91,000				*				91,000				2,831				2,831				0
Class C Trading Company, Ltd.			210,000				*				210,000				6,535				6,535				0
Credit Suisse First Boston LLC(5)			1,000,000				*				1,000,000				31,120				31,120				0
Delaware PERS			390,000				*				390,000				12,136				12,136				0
Delaware Public Employees Retirement System(4)			786,000				*				786,000				24,460				24,460				0
Delta Airlines Master Trust			195,000				*				195,000				6,068				6,068				0
Delta Air Lines Master Trust — CV(4)			320,000				*				320,000				9,958				9,958				0
Delta Pilots Disability & Survivorship Trust — CV(4)			185,000				*				185,000				5,757				5,757				0
Deutsche Bank Securities Inc.(5)			45,000				*				45,000				1,400				1,400				0
Double Black Diamond Offshore LDC			5,441,000				1.81				5,441,000				169,323				169,323				0
Drawbridge Global Macro Master Fund Ltd.			3,000,000				1.00				3,000,000				93,360				93,360				0
Duke Endowment			180,000				*				180,000				5,601				5,601				0
F.M. Kirby Foundation, Inc.(4)			275,000				*				275,000				8,558				8,558				0
Family Service Life Insurance Co.(4)			100,000				*				100,000				3,112				3,112				0
Frontpoint Convertible Arbitrage Fund, LP			3,500,000				1.17				3,500,000				108,920				108,920				0
Grady Hospital(4)			85,000				*				85,000				2,645				2,645				0
Guardian Life Insurance Co.(4)			7,000,000				2.33				7,000,000				217,840				217,840				0
Guardian Pension Trust(4)			400,000				*				400,000				12,448				12,448				0
HFRCA Global Select Master Trust Account			190,000				*				190,000				5,912				5,912				0
HFR CA Opportunity Mst. Trst(4)			454,000				*				454,000				14,128				14,128				0

																						Number of
														Number of				Number of				Shares of
														Shares of				Shares of				Common
		Amount of				Percentage of				Amount of				Common				Common				Stock Upon
		Notes				Notes				Notes To				Stock				Stock That				Completion
		Beneficially				Beneficially				Be Sold ($)				Beneficially				May Be				of Offering
Selling Security Holder		Owned ($)				Owned				(1)				Owned (2)(3)				Sold (1)(3)				(1)
HSBC Investments (USA) Inc. for the HSBC Multi-Strategy Arbitrage Fund(4)			1,000,000				*				1,000,000				31,120				31,120				0
Hallmark Convertible Securities Fund			40,000				*				40,000				1,244				1,244				0
Hawaiian Airlines Employees Pension Plan IAM			10,000				*				10,000				311				311				0
Hawaiian Airlines Pilots Retirement Plan			35,000				*				35,000				1,089				1,089				0
ICI American Holdings Trust			145,000				*				145,000				4,512				4,512				0
Independence Blue Cross(4)			480,000				*				480,000				14,937				14,937				0
Inflective Convertible Opportunity Fund I, L.P.			1,045,000				*				1,045,000				32,520				32,520				0
Inflective Convertible Opportunity Fund I, LTD.			3,500,000				1.17				3,500,000				108,920				108,920				0
International Truck & Engine Corporation Non-Contributory Retirement Plan Trust(4)			165,000				*				165,000				5,134				5,134				0
International Truck & Engine Corporation Retiree Health Benefit Trust(4)			85,000				*				85,000				2,645				2,645				0
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust(4)			90,000				*				90,000				2,800				2,800				0
J.P. Morgan Securities Inc.(5)			1,500,000				*				1,500,000				46,736				46,680				56
Lyxor Convertible Arbitrage Fund(4)			642,000				*				642,000				19,979				19,979				0
Lyxor/Inflective Convertible Opportunity Fund Limited			1,003,000				*				1,003,000				31,213				31,213				0
Lyxor/Quest Fund Ltd.			2,000,000				*				2,000,000				62,240				62,240				0
Merrill Lynch Insurance Group			274,000				*				274,000				8,526				8,526				0
Microsoft Corporation(4)			275,000				*				275,000				8,558				8,558				0
Municipal Employees			133,000				*				133,000				4,138				4,138				0
Municipal Employees Benefit Trust			189,000				*				189,000				5,881				5,881				0

																						Number of
														Number of				Number of				Shares of
														Shares of				Shares of				Common
		Amount of				Percentage of				Amount of				Common				Common				Stock Upon
		Notes				Notes				Notes To				Stock				Stock That				Completion
		Beneficially				Beneficially				Be Sold ($)				Beneficially				May Be				of Offering
Selling Security Holder		Owned ($)				Owned				(1)				Owned (2)(3)				Sold (1)(3)				(1)
New Orleans Firefighters Pension/Relief Fund			53,000				*				53,000				1,649				1,649				0
Nuveen Preferred and Convertible Fund JQC			3,495,000				1.17				3,495,000				108,764				108,764				0
Nuveen Preferred and Convertible Income Fund JPC			2,600,000				*				2,600,000				80,912				80,912				0
OCLC Online Computer Library Center Inc.			20,000				*				20,000				622				622				0
OCM Convertible Trust(4)			525,000				*				525,000				16,338				16,338				0
OCM Global Convertible Securities Fund(4)			80,000				*				80,000				2,489				2,489				0
Occidental Petroleum Corporation			196,000				*				196,000				6,099				6,099				0
Ohio Bureau of Workers Compensation			110,000				*				110,000				3,423				3,423				0
Partner Reinsurance Company Ltd.(4)			320,000				*				320,000				9,958				9,958				0
Policeman and Firemen Retirement System of the City of Detroit(4)			340,000				*				340,000				10,580				10,580				0
Pro-Mutual			570,000				*				570,000				17,738				17,738				0
Putnam Convertible Income-Growth Trust(4)			6,000,000				2.00				6,000,000				186,720				186,720				0
Quest Global Convertible Master Fund Ltd.			500,000				*				500,000				15,560				15,560				0
Qwest Occupational Health Trust(4)			105,000				*				105,000				3,267				3,267				0
Qwest Pension Trust(4)			280,000				*				280,000				8,713				8,713				0
RBC Capital Markets(5)			2,500,000				*				2,500,000				77,800				77,800				0
RCG Baldwin LP(4)			750,000				*				750,000				23,340				23,340				0
RCG Halifax Master Fund, LTD(4)			750,000				*				750,000				23,340				23,340				0
RCG Latitude Master Fund, LTD(4)			2,750,000				*				2,750,000				85,580				85,580				0
RCG Multi Strategy Master Fund, LTD(4)			1,000,000				*				1,000,000				31,120				31,120				0
Ramius Capital Group(4)			1,000,000				*				1,000,000				31,120				31,120				0
Ramius Master Fund LTD(4)			2,750,000				*				2,750,000				85,580				85,580				0
Sage Capital Management, LLC			500,000				*				500,000				15,560				15,560				0

																						Number of
														Number of				Number of				Shares of
														Shares of				Shares of				Common
		Amount of				Percentage of				Amount of				Common				Common				Stock Upon
		Notes				Notes				Notes To				Stock				Stock That				Completion
		Beneficially				Beneficially				Be Sold ($)				Beneficially				May Be				of Offering
Selling Security Holder		Owned ($)				Owned				(1)				Owned (2)(3)				Sold (1)(3)				(1)
Silver Convertible Arbitrage Fund, LDC			250,000				*				250,000				7,780				7,780				0
Silverback Conv Arb Master			10,000,000				3.33				10,000,000				311,200				311,200				0
State Employees’ Retirement Fund of the State of Delaware(4)			450,000				*				450,000				14,004				14,004				0
State of Oregon Equity			1,925,000				*				1,925,000				59,906				59,906				0
Susquehanna Capital Group(5)			3,000,000				1.00				3,000,000				93,360				93,360				0
Syngenta AG			135,000				*				135,000				4,201				4,201				0
TCW Group Inc.			4,730,000				1.58				4,730,000				147,197				147,197				0
The Grable Foundation(4)			54,000				*				54,000				1,680				1,680				0
The St. Paul Travelers Companies, Inc. — Commercial Lines(4)			600,000				*				600,000				18,672				18,672				0
Trustmark Insurance			220,000				*				220,000				6,846				6,846				0
UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited			8,000,000				2.67				8,000,000				248,960				248,960				0
UBS O’Connor LLC F/B/O O’Connor Global Arbitrage II Master Limited			3,000,000				1.00				3,000,000				93,360				93,360				0
UBS Securities LLC(5)			7,510,000				2.50				7,510,000				233,711				233,711				0
UnumProvident Corporation(4)			175,000				*				175,000				5,446				5,446				0
Vicis Capital Master Fund			12,000,000				4.00				12,000,000				373,440				373,440				0
Virginia Retirement System(4)			940,000				*				940,000				29,252				29,252				0
Waterstone Market Neutral MAC51, Ltd.			2,390,000				*				2,390,000				74,376				74,376				0
Waterstone Market Neutral Master Fund, Ltd.			9,312,000				3.10				9,312,000				289,789				289,789				0
Xavex Convertible Arbitrage 2 Fund			70,000				*				70,000				2,178				2,178				0
Xavex Convertible Arbitrage 5 Fund			1,000,000				*				1,000,000				31,120				31,120				0
Xavex Convertible Arbitrage 10 Fund			100,000				*				100,000				3,112				3,112				0
Unidentified Selling Security Holders			27,694,000				9.23				27,694,000				861,874	(6)			861,874	(6)			0
Total			300,000,0				00 100				300,000,000				9,335,944				9,336,000				56

(1)		Because a selling security holder may sell all or a portion of the notes and common stock issuable upon conversion of the notes pursuant to this prospectus, an estimate can not be given as to the number or percentage of notes and common stock that the selling security holder will hold upon termination of any sales. The information presented assumes that all of the selling security holders will fully convert the notes for cash and shares of our common stock and that the selling security holders will sell all shares of our common stock that they received pursuant to such conversion.
(2)		Includes shares of common stock issuable upon conversion of the notes.
(3)		The number of shares of our common stock issuable upon conversion of the notes is calculated assuming (i) that the notes are worth $600,000,000 at the time of conversion, with the $300,000,000 principal amount paid in cash and the remaining $300,000,000 paid in shares of our common stock and (ii) the conversion of the full amount of notes held by such holder at the conversion rate of 31.1200 shares per $1,000 principal amount of the notes, which is equivalent to a conversion price of approximately $32.14. This conversion rate is subject to adjustment as described under “Description of Notes — Conversion Price Adjustments”. Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. As a result of the Company’s two for one stock split paid on December 8, 2005, effective as of December 2, 2005, the initial conversion rate of the notes of 15.5600, which was equivalent to a conversion price of approximately $64.27 per share of common stock, was changed to 31.1200 shares of common stock per $1,000 principal amount of the notes, which is equivalent to a conversion price of approximately $32.14 per share of common stock. Fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any.
(4)		This selling security holder has identified itself as an affiliate of a registered broker-dealer and has represented to us that such selling security holder acquired its notes or underlying common stock in the ordinary course of business and, at the time of the purchase of the notes or the underlying common stock, such selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the notes or underlying common stock. To the extent that we become aware that such selling security holder did not acquire its notes or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post-effective amendment to the registration statement of which this prospectus forms a part to designate such affiliate as an “underwriter” within the meaning of the Securities Act of 1933.
(5)		This selling security holder has identified itself as a registered broker-dealer and, accordingly, it is deemed to be, under the interpretations of the Securities and Exchange Commission, an “underwriter” within the meaning of the Securities Act of 1933. Please see “Plan of Distribution” for required disclosure regarding these selling security holders.
(6)		Due to the effects of rounding, does not equal exactly 15.5600 shares per $1,000 principal amount of the notes.

     Selling security holders who are registered broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act of 1933. In addition, selling security holders who are affiliates of registered broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 if such selling security holder (i) did not acquire its notes or underlying common stock in the ordinary course of business or (ii) had any agreement or understanding, directly or indirectly, with any person to distribute the notes or underlying common stock. To our knowledge, no selling security holder who is a registered broker-dealer or an affiliate of a registered broker-dealer received any securities as underwriting compensation.

     Investing in the notes involves risks. See “Risk Factors” beginning on page 6 of the prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is December 16, 2005