8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 2, 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 N. Sam Houston Parkway E., 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))

Explanatory Note

This Form 8-K/A amends the Current Report on Form 8-K furnished to the Securities and Exchange Commission on November 2, 2009 by Helix Energy Solutions Group, Inc. (“Helix”) to provide the correct slide presentation.  Furnished as Exhibit 99.1 is the corrected slide presentation used by Helix that includes the correct slides 17, 18, 21, 22 and 24.  This Amendment is being filed solely to correct the applicable slides.  All other information included in the original filing is unchanged.

Item 7.01 Regulation FD Disclosure.

On November 2, 2009, Helix will make a presentation (with slides) to analysts and investors.  The slide presentation related to this company update is attached hereto as Exhibit 99.1 and incorporated by reference herein. The slide presentation will also be posted beginning on November 2, 2009 in the Presentations section under Investor Relations of Helix’s website, www.helixesg.com.

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   Company Update Presentation.

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:           November 2, 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   Company Update Presentation.

EX-99.1

Company Update

November 2009

2

The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC,
to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic and operating conditions.Statements of
proved reserves are only estimates and may be imprecise.Any reserve estimates provided in this presentation that
are not specifically designated as being estimates of proved reserves may include not only proved reserves butalso
other categories of reserves that the SEC’s guidelines strictly prohibit the Company from including in filings with the
SEC.Investors are urged to consider closely the disclosure in the Company’s 2008 Form 10-K.

Forward-Looking Statements

3

Helix Energy Solutions Group provides life-of-field services and development solutions to
offshore energy producers worldwide. Helix actively reduces finding and development costs
through a unique mix of offshore production assets, service methodologies, and highly skilled
personnel.

Anthony Tripodo

Executive Vice President and Chief Financial Officer

Presenter

4

Historical Profile

• Deepwater subsea contracting

• Deepwater well intervention

• Robotics

• Oil and gas

• Deepwater

• Shelf

• Offshore production facilities

• Shelf contracting (Cal Dive)

• Reservoir evaluation and consulting

The Future

• Deepwater contracting services

• Well Intervention

• Robotics

• Subsea Construction

• Deepwater oil and gas

• Minimize exploration capex
and risk

• Offshore production facilities

The result:A company focused on deepwater
activities and a conservative balance sheet

Helix: Transforming the Business Model

Production Facilities

Pipelay
Intrepid
Express

Caesar (2009)

ROV
39 ROVs
2 ROV Drill Units
5 Chartered Vessels

6 Trenchers (200 - 2000hp)

Deepwater
Well Intervention

Q4000

Seawell

Well Enhancer (2009)

Mobile SILs

PV-10 $1.9 billion @
12/31/2008

Proved reserves = 665 bcfe
(12/31/2008)

2009 projected production
43 - 47 bcfe

Helix Business Segments

The Helix Fleet

Well Enhancer and Seawell in Aberdeen, Scotland

7

MODU DP3 Q4000

MSV DP2 Well Enhancer

Helix provides well operation and decommissioning services with the
Seawell riserless well intervention vessel,the flagship Q4000
semisubmersible, the Well Enhancer wireline / slickline / coiled tubing
intervention vessel, and the Subsea Intervention Lubricator system.

Well Intervention Assets

MSV DP2 Seawell

DP Reel Lay Vessel
Express

DP S-Lay Vessel
Caesar (Q4 2009)

Caesar’s onboard pipe welding and testing
capability allows the vessel to lay virtually
unlimited lengths of pipe up to 36” in diameter.

Helix’s flagship pipelay and subsea construction
vessel has established an extensive track record
of field installation projects around the world.

Intrepid has the flexibility to be deployed as a
pipelay, installation or saturation diving vessel.

Subsea Construction Vessels

Helix is an industry leading provider of ROV and subsea trenching
services to deepwater operators worldwide.

The Helix ROV fleet
consists of 39 vehicles,
covering the spectrum of
deepwater construction
services.

The 600 hp Supertrencher II
system is designed to
operate at water depths in
excess of 6,500 feet.

The state of the art I-Trencher
system trenches, lays pipe up
to 16” in diameter, and backfills
in a single operation.

Helix ROV Systems

Island Pioneer

Olympic Triton

Olympic Canyon

Seacor Canyon

Northern Canyon

Chartered support vessels allows Helix to adjust the size and
capability of its fleet to cost-effectively meet industry demands.

ROV / Construction Support Vessel Fleet

•DTS buoy loaded out and to be installed by
Q4000 in November 2009

•Installation of 2,500-ton production modules
underway and expected to be completed
November with hook-up to follow

•Expect deployment in Phoenix field
in Q2 2010

HPI production module installation

Disconnectable
Transfer System

Helix Producer I

–Pipe stalk length 5,230 feet

–300’ x 700’slip can accommodate two
Helix Subsea Construction vessels side
by side

•Welding of Helix Danny 36-mile
8 x 12-inch pipe-in-pipe began early August

Aerial view of Ingleside Shore Base

Helix Danny pipe welding

Automated pipe tension system

Contracting Services

14

Legend:

Gunnison

Bushwood

Phoenix

Interests in 47 Deepwater Blocks -13 Developed, 34 Undeveloped

379 BCFE Proved Reserves- 32 MMCFE Net Daily Production

2.7 Net TCFE Un-Risked Reserve Potential, 1.0 TCFE Risked

Internal Prospect Generation via Large, In-House 3-D Seismic Library Large,
Recent Long Offset 3-D Seismic Database,+1,500 Blocks

Experienced Exploration/Drilling/Operations Team - 25+ years avg.

ERT Deepwater Portfolio

•665 Bcfe Proved Reserves

–379 Bcfe deepwater,
273 Bcfe shelf, 13 North Sea

–Proved Developed / PUD Ratio -
50/50

–Natural Gas / Oil Mix - 70/30

*2008 Exploration + Development + Proved Property Acquisition / Exploratory Additions (U.S. Only)

O&G - - 2008 Reserve Report Highlights

Helix Producer I topside module installation progress at Kiewit Offshore Services fabrication yard

•Express dry-dock, transit and utilization on
Danny pipeline is impacting external revenues

•Capital expenditures of approximately $340 to
$360 million for 2009, $209 million spent
year-to-date

• $205 million relates to completion of three
major vessel projects (Well Enhancer, Caesar
and Helix Producer I)

• $55 million relates to development of Danny
and Phoenix oil fields

•Improved liquidity and debt levels (see slide 19)

Express spooling pipe for ERT Danny project

2009 Outlook

• Production range: 43 - 47 Bcfe

• Oil and gas prices

• Without hedges: $4.37 /mcfe;
$66.41 /bbl

• With realized hedges and mark-to-
market adjustments (gas only):
$7.45 /mcfe; $70.91 /bbl

HPI pipe racks connecting production modules
to buoy system

2009 Outlook (continued)

Debt

Liquidity* of $781 million at 9/30/09

* Defined as available revolver capacity plus cash

Significant Balance Sheet Improvements

•Completed (≈ $600 million pre-tax):

•Oil and gas assets

• Bass Lite sale December 08 & January 09 ($49 million)

• EC 316 sale in February 09 ($18 million)

• Cal Dive

• Sold a total of 15.2 million shares of Cal Dive common stock to Cal Dive
in January and June 2009 for aggregate proceeds of $100 million

• Sold 45.8 million Cal Dive shares in secondary offerings for proceeds of
≈ $405 million (net of offering costs) in June and September 2009

•Sold Helix RDS for $25 million in April 2009

Company will continue to seek a sale of its shelf oil and gas properties

Liquidity and Capital Resources

Company is in compliance as of 9/30/2009, and based on current forecastsexpects
compliance throughout 2009.

Covenant	Test	Explanation
Collateral Coverage Ratio	> 1.75 : 1	Basket of collateral to Senior Secured Debt
Fixed Charge Coverage Ratio	> 2.75 : 1	Consolidated EBITDAto consolidated interest charges
Consolidated Leverage Ratio	< 3.5 : 1	Consolidated EBITDAto consolidated debt

Liquidity and Capital Resources

Credit Facilities, Commitments and Amortization

–$435 Million Revolving Credit Facility - UNDRAWN.

•Facility extended to November 2012.

•In July 2011, commitments reduced to $407 million.

•$50 million of LCs in place.

–$416 Million Term Loan B - Committed facility through June 2013.$4.3 million
principal payments annually.

–$550 Million High Yield Notes - Interest only until maturity (January 2016) or called
by Helix.First Helix call date is January 2012.

–$300 Million Convertible Notes - Interest only until put by noteholders or called by
Helix.First put/call date is December 2012, although noteholders have the right to
convert prior to that date if certain stock price triggers are met ($38.56).

–$119 Million MARAD - Original 25 year term; matures February 2027.$4.4 million
principal payments annually.

Liquidity and Capital Resources

Note: Excludes Cal Dive and Helix RDS revenues from 2005-2009.
See Non-GAAP reconciliations on slide 30.

Consistent Top Line Growth

($ amounts in millions)

$575

$840

$891

$1,337

$1,152

Earnings Per Share (a)

- 2006 results exclude the impact of
the gain on sale in the Cal Dive IPO
and estimated incremental
overhead costs during the year.

- 2007 results exclude the impact of
the Cal Dive gain, impairments and
other unusual items.

-2008 results exclude non-cash
charges of $964 million for
reduction in carrying values of
goodwill and certain oil and gas
properties.

(a) See Non-GAAP reconciliations on slide 29.

Significant Cash Generation - EBITDAX(a)

-2006 results exclude the impact
of the gain on sale in the Cal
Dive IPO and estimated
incremental overhead costs
during the year.

-2007 results exclude the impact
of the Cal Dive gain,
impairments and other unusual
items.

-2008 results exclude non-cash
impairments.

-Excludes Cal Dive contribution.

(a) See Non-GAAP reconciliations on slide 28.

($ amounts in millions)

$278

$449

$432

$575

$609

Non GAAP Reconciliations

Non GAAP Reconciliations

Non GAAP Reconciliations