EXHIBIT 3.4

                                AMENDMENT TO THE
                            1997 AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          CAL DIVE INTERNATIONAL, INC.


         Pursuant to the provisions of Minnesota Statutes Section 302A.139, Cal
Dive International, Inc. (the "Corporation") adopts the following amendment (the
"Amendment") to its 1997 Amended and Restated Articles of Incorporation to
increase the total number of authorized shares of Common Stock, without par
value (the "Common Stock"), from sixty million (60,000,000) shares to one
hundred-twenty million (120,000,000) shares.

         The Corporation effected a two-for-one split of the Common Stock in the
form of a two-for-one share division pursuant to the provisions of Minnesota
Statutes Section 302A.402, such share division was effective as to holders of
record of the Common Stock at the close of business on October 30, 2000 (the
"Record Date"). As a result of such share division, at the close of business on
the Record Date, each issued share of the Common Stock became two shares of the
Common Stock. As permitted by Minnesota Statutes Section 302A.402, the board of
directors of the Corporation, without the approval of the shareholders,
authorized the Amendment to increase the number of authorized shares of Common
Stock of the Corporation.

         Accordingly, ARTICLE V of the 1997 Amended and Restated Articles of
Incorporation is hereby amended in its entirety to read as follows:


                                   "ARTICLE V
                                     CAPITAL

         A. The total authorized capital stock of the Corporation is one
hundred-twenty million (120,000,000) shares of Common Stock, without par value,
and five million (5,000,000) shares of Preferred Stock with $0.01 par value.

         B. Shares of Preferred Stock may be divided into and issued from time
to time in one or more series. In addition to, and not by way of limitation of,
the power granted to the Board of Directors of this Corporation by Minnesota
Statutes, Chapter 302A, the Board of Directors of the Corporation shall have the
power and authority to fix by resolution the preferences, limitations and
relative rights of the Preferred Stock of each series. The Board of Directors is
hereby authorized to fix and determine such variations in the designations,
preferences, and relative participating, optional or other special rights
(including, without limitation, special voting rights, preferential rights to
receive dividends or assets upon liquidation, rights of conversion into Common
Stock or other securities, redemption provisions or sinking fund provisions) as
between series and as between the Preferred Stock or any series thereof and the
Common Stock, and the qualifications, limitations or restrictions of such
rights, and the shares of Preferred Stock or any series thereof may have full or
limited voting powers. Upon adoption of such resolution, a statement shall be
filed


with the Secretary of State in compliance with Minnesota Statutes Section
302A.401, before the issuance of any shares for which the resolution creates
rights or preferences not set forth in these Articles of Incorporation;
provided, however, where the shareholders have received notice of the creation
of shares with rights or preferences not set forth in these Articles of
Incorporation before the issuance of the shares, the statement may be filed any
time within one year after the issuance of the shares.

         C. Except in respect of characteristics of a particular series fixed by
the Board of Directors, all shares of Preferred Stock shall be of equal rank and
shall be identical. All shares of any one series of Preferred Stock so
designated by the Board of Directors shall be alike in every particular, except
that the shares of any one series issued at different times may differ as to the
dates from which dividends thereon shall be cumulative.

         D. Subject to the preferences of any series of Preferred Stock, the
Board of Directors may, in its discretion, out of funds legally available for
the payment of dividends and at such times and in such manner as determined by
the Board of Directors, declare and pay dividends on the Common Stock of the
Corporation. No dividend (other than a dividend in capital stock ranking on a
parity with the Common Stock or cash in lieu of fractional shares with respect
to such stock dividend) shall be declared or paid on any share or shares of any
class of stock or series thereof ranking on a parity with the Common Stock in
respect of payment of dividends for any period unless there shall have been
declared, for the same dividend period, like proportionate dividends on all
shares of Common Stock then outstanding.

         E. In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary after payment or provision for
payment of the debts and other liabilities of the Corporation and payment or
setting aside for payment of any preferential amount due to the holders of any
other class or series of stock, the holders of the Common Stock shall be
entitled to receive ratably any or all assets remaining to be paid or
distributed.

         F. The holders of the Common Stock of the Corporation shall be entitled
to one vote for each share of such stock held by them.

         G. Whenever reference is made in this Article V to shares "ranking
prior to" another class of stock or "on a parity with" another class of stock,
such reference shall mean and include all other shares of the Corporation in
respect of which the rights of the holders thereof as to the payment of
dividends or as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation are
given preference over, or rank on an equal basis with, as the case may be, the
rights of the holders of such other class of stock. Whenever reference is made
to shares "ranking junior to" another class of stock, such reference shall mean
and include all shares of the Corporation in respect of which the rights of the
holders thereof as to the payment of dividends and as to distributions in the
event of a voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation are junior and subordinate to the rights of the
holders of such class of stock. Except as otherwise provided in these Articles
of Incorporation, or in the statement filed with the Secretary of State in
compliance with Minnesota Statutes Section 302A.401, each series of Preferred
Stock ranks on a parity with each other and each ranks prior to the Common
Stock. Common Stock ranks junior to Preferred Stock.




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         H. The Corporation shall at all times reserve and keep available, out
of its authorized but unissued shares of Common Stock or out of shares of Common
Stock held in its treasury, the full number of shares of Common Stock into which
all shares of any series of Preferred Stock having conversion privileges from
time to time outstanding are convertible. Unless otherwise provided in these
Articles of Incorporation or in the statement filed with the Secretary of State
in compliance with, Minnesota Statutes Section 302A.401, with respect to a
particular series of Preferred Stock, all shares of Preferred Stock, redeemed or
acquired (as a result of conversion or otherwise) shall be retired and restored
to the status of authorized but unissued shares."


         The Amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series and will not result in
the percentage of authorized shares of any class or series that remains unissued
after the division exceeding the percentage of authorized shares of that class
or series that were unissued before the division.

         The Amendment has been approved pursuant to Minnesota Statutes Chapter
302A. I certify that I am authorized to execute the Amendment and further
certify that I understand that by signing the Amendment, I am subject to the
penalties of perjury as set forth in Section 609.48 as if I had signed the
Amendment under oath.

                                         CAL DIVE INTERNATIONAL, INC.



Date: October 31, 2000.                  By:  /s/ ANDREW C. BECHER
                                             -----------------------------------
                                         Name:   Andrew C. Becher
                                         Title:  Senior Vice President, General
                                                 Counsel and Corporate Secretary



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