Exhibit 4.4

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SEACOR HOLDINGS INC.



           SEACOR Holdings Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law (the
"DGCL"), does hereby certify pursuant to Section 242 of the DGCL:

           FIRST: The name of the Corporation is "SEACOR Holdings Inc."

           SECOND: The Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on November 7, 1989 (as amended, the
"Certificate").

           THIRD: ARTICLE FOURTH of the Certificate is hereby deleted and
restated in its entirety as follows:

           "FOURTH: The total number of shares of all classes of capital stock
which the Company shall have authority to issue is 70,000,000 shares, consisting
of:

          (i)  10,000,000 shares of Preferred Stock, par value $0.01 per share,
               and

          (ii) 60,000,000 shares of Common Stock, par value $0.01 per share.

           Except as otherwise provided by law, the shares of capital stock of
the Company, regardless of class, may be issued by the Company from time to time
in such amounts, for such lawful consideration and for such corporate purpose(s)
as the Board of Directors may from time to time determine.

           Shares of Preferred Stock may be issued from time to time in one or
more series of any number of shares as may be determined from time to time by
the Board of Directors; provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this paragraph FOURTH. Each series of
Preferred Stock shall be distinctly designated. The Board of Directors is hereby
expressly granted authority to fix, in the resolution or resolutions providing
for the issuance of a particular series of Preferred Stock, the voting powers,
if any, of each such series, and the designations, preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations and restrictions thereof to the fullest extent now
or hereafter permitted by the Restated Certificate of Incorporation and the laws
of the State of Delaware.



           Subject to the provisions of applicable law or of the Company's
ByLaws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law, by this Restated Certificate of Incorporation or
by the resolution or resolutions of the Board of Directors providing for the
issuance of any series of Preferred Stock as aforesaid, the holders of
outstanding shares of Common Stock shall exclusively possess the voting power
for the election of directors of the Company and for all other purposes as
prescribed by applicable law, with each holder of record of shares of Common
Stock having voting power being entitled to one vote for each share of Common
Stock registered in his or its name on the books, registers and/or accounts of
the Company."

           FOURTH: This amendment to the Certificate has been duly adopted and
written consent has been given in accordance with the provisions of Sections 228
and 242 of the DGCL.










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           IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed this 27th day of June, 2005.



                                               SEACOR HOLDINGS INC.



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








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