EXHIBIT 4.9

                                 AMENDMENT NO. 1
                                       TO
                                CREDIT AGREEMENT

     THIS AMENDMENT NO. 1, dated as of January 25, 2002 (this "Amendment No.
1"), to that certain Credit Agreement, dated as of August 16, 2000 (the "Credit
Agreement"), is made by and among CAL DIVE I-TITLE XI, INC., a Texas corporation
(the "Shipowner"), GOVCO INCORPORATED, a Delaware corporation (the "Primary
Lender"), CITIBANK, N.A., a national banking association (the "Alternate
Lender"), CITIBANK INTERNATIONAL PLC, a bank organized and existing under the
laws of England, as facility agent for both the Primary Lender and the Alternate
Lender (and their respective successors and assigns) with respect to the
Floating Rate Note, and its permitted successors and assigns (in such capacity,
the "Facility Agent"), and CITICORP NORTH AMERICA, INC., a Delaware corporation,
as administrative agent for the Primary Lender and the commercial paper holders
of the Primary Lender (and their respective successors and assigns) (in such
capacity, together with its permitted successors and assigns, the
"Administrative Agent," and together with the Facility Agent, the "Agents").

     WHEREAS, pursuant to Title XI of the Merchant Marine Act, 1936, the
Secretary, pursuant to the Guarantee Commitment, determined that the aggregate
of the Actual Cost of the Q4000 vessel (the "Vessel") was $158,260,932 as of the
August 16, 2000 Closing Date, and agreed to guarantee Obligations in an amount
which will not exceed 87-1/2% of Actual Cost, as determined pursuant to the
Security Agreement and as reflected in Table A thereto, as the same may be
redetermined from time to time;

     WHEREAS, on July 31, 2001, the Shipowner and AMFELS, Inc. (the "Shipyard")
entered into Amendment No. 2 to the Construction Contract (the "Amendment No.
2") for the Vessel, providing for additional work to be performed on the Vessel
pursuant to change orders, and a revised Delivery Date for the Vessel, which
Amendment No. 2 was approved by the Secretary;

     WHEREAS, pursuant to Amendment No.1 to Security Agreement, dated the date
hereof, the Secretary has agreed to a redetermination of the Actual Cost
relating to such additional work on the Vessel, for a total revised Actual Cost
of $183,065,667. The Shipowner has entered into Supplement No. 1 to Trust
Indenture, dated the date hereof, providing for the issuance of Obligations up
to the aggregate principal amount of $160,182,000, and the Secretary has agreed
to the revisions to the Indenture reflecting the revised Delivery Date and
certain other technical amendments; and

     WHEREAS, the Parties wish to amend the Credit Agreement pursuant to which
the Lenders will agree inter alia to revise the Available Amount thereunder to
$160,182,000, and to change the Final Disbursement Date, Interest Payment Dates,
Payment Dates and Stated Maturity of the Floating Rate Note.

     NOW THEREFORE, in consideration of the mutual rights and obligations set
forth herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

     SECTION 1.01. (a) Exhibit 1 to the Credit Agreement is hereby amended by
amending the following definitions:

          "Interest Payment Date" means, with respect to the Floating Rate Note,
          the date or dates when any installment of interest on such Note is due
          and payable, which are January 28 and July 28 of each year, beginning
          on January 28, 2001, and ending on July 28, 2001, and each February 1
          and August 1 thereafter, beginning on February 1, 2002, and the date
          of any prepayment of the Floating Rate Note.

          "Payment Date" shall mean February 1 and August 1 of each year,
          beginning on the earlier of the Payment Date next succeeding the
          Delivery Date of the Vessel, or February 1, 2003.

          "Floating Rate Note" shall mean the First Amended and Restated
          Floating Rate Note substantially identical to the form of Exhibit A to
          Supplement No. 1 to Trust Indenture, appropriately completed.





     (b) Exhibit 1 to the Credit Agreement is hereby further amended by adding
thereto the following definitions:

          "Amendment No. 1 to Credit Agreement" means the Amendment No. 1 to
          Credit Agreement, dated as of January 25, 2002, among the Shipowner,
          the Lenders and the Agents.

     SECTION 1.02. Whereas Clause (A) and Section 2.01 of the Credit Agreement
are hereby amended by changing the Credit Facility Amount from $138,478,000 to
$160,182,000.

     SECTION 1.03. The definition of "Final Disbursement Date" appearing in
Section 2.02 of the Credit Agreement is hereby amended by changing the date
"January 28, 2002" to "February 1, 2003."

     SECTION 1.04. Sections 2.04 and 4.03(d) of the Credit Agreement are hereby
amended by deleting the amount of "$50,000,000" appearing in each such Section,
and by inserting in lieu thereof the amount "$20,000,000." Section 2.04 of the
Credit Agreement is hereby further amended by changing the date "January 28,
2006" to "February 1, 2007."

     SECTION 1.05. Section 2.05(a) of the Credit Agreement is hereby amended by
deleting the date "January 28, 2027" appearing in clause (i) thereof and by
inserting in lieu thereof the date "August 1, 2027."

     SECTION 1.06. Section 4.01 of the Credit Agreement is hereby deleted in its
entirety and the following is substituted therefor:

          "4.01 Principal Repayment. The Shipowner shall repay the Outstanding
          Principal of the Floating Rate Note as follows:

          (i) In installments in the principal amounts set forth in the First
          Revised Amortization Schedule, Exhibit B to Supplement No. 1 to Trust
          Indenture, as the same may be revised in accordance with the
          Indenture, adopted in accordance with its terms, on each Payment Date
          commencing with the Payment Date occurring on the earlier of the
          Payment Date next succeeding the Delivery Date of the Vessel, or
          February 1, 2003, and continuing until the Payment Date before the
          earlier of (x) the Payment Date next preceding four (4) years from the
          Delivery Date, or (y) February 1, 2007; and

          (ii) The full amount of remaining Outstanding Principal, on the
          earliest of (x) the Payment Date next preceding four (4) years from
          the Delivery Date, (y) February 1, 2007, or (x) the date upon which
          the Trigger Event shall occur."

     SECTION 1.07. The second sentence of Section 4.05 of the Credit Agreement
is revised to read as follows:

          "The Floating Rate Note shall (ii) be in the form of Exhibit A to
          Supplement No. 1 to the Indenture, (ii) bear the Secretary's
          Guarantee, and (iii) be valid and enforceable as to its principal
          amount at any time only to the extent of the aggregate amounts then
          disbursed and outstanding thereunder, and, as to interest, only to the
          extent of the interest accrued thereon at the rate guaranteed by the
          Secretary, with any interest in excess thereof being evidenced by this
          Agreement."

     All capitalized terms used herein and not defined shall have the meanings
set forth in Exhibit 1 to the Credit Agreement.

     Except as amended, the provisions of the Credit Agreement shall apply to
and govern this Amendment No. 1.

     This Amendment No. 1 may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

                            (SIGNATURE PAGE FOLLOWS)





IN WITNESS WHEREOF, this Amendment No. 1 to Credit Agreement has been duly
executed and delivered by the Parties hereto as of the day and year first above
written.

CAL DIVE I-TITLE XI, INC.,                  GOVCO INCORPORATED,
         as the Shipowner                           as the Primary Lender, by
                                                    Citicorp North America,
                                                    Inc., its Attorney-in-fact

By /s/ A.WADE PURSELL                       By /s/ PATRICK A. BOTTICELLI
  --------------------------------            ----------------------------------
Name: A. Wade Pursell                       Name: Patrick A. Botticelli
Title: Vice President                       Title: Vice President


CITIBANK INTERNATIONAL PLC,                 CITIBANK, N.A.,
         as the Facility Agent                      as the Alternate Lender

By /s/ PATRICK A. BOTTICELLI                By /s/ AE KYONG CHUNG
  --------------------------------            ----------------------------------
Name: Patrick A. Botticelli                 Name: Ae Kyong Chung
Title: Vice President                       Title: Vice President


CITICORP NORTH AMERICA, INC.,
         as the Administrative Agent

By /s/ PATRICK A. BOTTICELLI
  --------------------------------
Name: Patrick A. Botticelli
Title: Vice President

                                     CONSENT

         Pursuant to Section 11.08 of the Credit Agreement, the Secretary hereby
consents to this Amendment No. 1 to Credit Agreement and confirms the continued
Guarantee of the Obligation of the United States of America pursuant to Title XI
of the Merchant Marine Act, 1936, as amended.

(SEAL)                                      UNITED STATES OF AMERICA,
                                            SECRETARY OF TRANSPORTATION

                                            BY: MARITIME ADMINISTRATOR

ATTEST:                                     By /s/ JOEL C. RICHARD
                                              ----------------------------------
                                              Secretary
                                              Maritime Administration

By /s/ SARAH J. WASHINGTON
  --------------------------------
  Assistant Secretary
  Maritime Administration