8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2009

Helix Energy Solutions Group, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction  of incorporation)	001-32936 (Commission File Number)		95-3409686 (IRS Employer Identification No.)
400 North Sam Houston Parkway East, Suite 400 Houston, Texas (Address of principal executive offices)		281-618-0400 (Registrant’s telephone number, including area code)	77060 (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On September 14, 2009, Helix Energy Solutions Group, Inc. issued a press release announcing its commencement of a secondary public offering (the “Offering”) of 20,604,317 shares of the common stock of Cal Dive International, Inc. (“Cal Dive”).  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

Item 9.01   Financial Statements and Exhibits.

(c)           Exhibits.

 Number                      Description

 ----------                      --------------

99.1  Press Release of Helix Energy Solutions Group, Inc. dated September 14, 2009 regarding the commencement  of the Offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:                      September 14, 2009

HELIX ENERGY SOLUTIONS GROUP, INC.

       By:              /s/ Anthony Tripodo                                                                           

 Anthony Tripodo

   Executive Vice President and

        Chief Financial Officer

Index to Exhibits

Exhibit No.                                           Description

99.1 Press Release of Helix Energy Solutions Group, Inc. dated September 14, 2009 regarding the commencement of the Offering.

EX-99.1

EXHIBIT 99.1

PRESSRELEASE www.HelixESG.com  

Helix Energy Solutions Group, Inc. ·  400 N. Sam Houston Parkway E., Suite 400  ·  Houston, TX  77060-3500  · 281-618-0400  ·  fax: 281-618-0505

For Immediate Release                                                                                                                                                     09-009

        & #160;      Contact:                                Tony Tripodo

Date:                      September 14, 2009                                                                                     Title:                                Chief Financial Officer

Helix Commences Secondary Public Offering of Cal Dive Common Stock

HOUSTON, TX – Helix Energy Solutions (NYSE:HLX) announced today that it has commenced an underwritten secondary public offering of 20,604,317 shares of common stock of its subsidiary, Cal Dive International, Inc. (NYSE:DVR).  The secondary offering also includes an option for the underwriters to purchase an additional 3,090,647 shares to cover over-allotments, if any.

In connection with the offering, Credit Suisse Securities (USA) LLC and BofA Merrill Lynch are acting as joint book-running managers and Capital One Southcoast, Inc. and Natixis Bleichroeder Inc. are acting as co-managers for the offering.

Cal Dive has filed a registration statement, including a prospectus, with the Securities and Exchange Commission for the offering to which this communication relates. Before investing, investors should read the prospectus in that registration statement, the accompanying prospectus supplement, and other documents Cal Dive has filed with the SEC for more complete information about Cal Dive and this offering.

Investors may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send the prospectus and the prospectus supplement upon request by contacting Credit Suisse Securities (USA) LLC at Prospectus Dept., One Madison Avenue, New York, NY 10010, 1-800-221-1037 or BofA Merrill Lynch at 4 World Financial Center, New York, NY 10080, attn: Prospectus Department, 1-866-500-5408.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Helix Energy Solutions, headquartered in Houston, Texas, is an international offshore energy company that provides reservoir development solutions and other contracting services to the energy market as well as to its own oil and gas business unit.  Helix’s contracting services segment utilizes its vessels and offshore equipment that when applied with its methodologies reduce finding and development costs and cover the complete lifecycle of an offshore oil and gas field.  Helix’s oil and gas segment engages in prospect generation, exploration, development and production activities.  Helix operates primarily in the Gulf of Mexico, North Sea, Asia Pacific and Middle East Regions.