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                                  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) May 3, 2001

                                   -----------

                          CAL DIVE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                MINNESOTA                                        95-3409686
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation of organization)                          Identification No.)


  400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS          77060
          (Address of Principal Executive Offices)                (Zip Code)


                                 (281) 618-0400
              (Registrant's telephone number, including area code)


                                      None
   (Former name, former address and former fiscal year, if changed since last
                                    report)


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Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.

         99.1 - 2001 First Quarter Report to Shareholders of Cal Dive
                International, Inc.

Item 9.  Regulation FD Disclosure

         In accordance with General Instruction B.2. of Form 8-K, the
information incorporated by reference herein should not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such a filing.

         The 2001 First Quarter Report to Shareholders which discusses Cal
Dive's first quarter financial results and its forecast for its second quarter
ending June 30, 2001 is filed as Exhibit 99.1 and is incorporated herein by
reference.


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                          CAL DIVE INTERNATIONAL, INC.


                                   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 thereunto duly authorized.

         Date:  May 3, 2001

                                            CAL DIVE INTERNATIONAL, INC.


                                            By: /s/
                                                -------------------------------
                                                S. James Nelson
                                                Vice Chairman



                                            By: /s/
                                                -------------------------------
                                                A. Wade Pursell
                                                Senior Vice President and
                                                Chief Financial Officer



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                                 EXHIBIT INDEX



EXHIBIT
NUMBER            DESCRIPTION
------            -----------
               
 99.1             - 2001 First Quarter Report to Shareholders of Cal Dive
                    International, Inc.