EXHIBIT 99.3


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



To the Board of Directors and Shareholders
of Cal Dive International, Inc.:


We have reviewed the accompanying consolidated balance sheet of Cal Dive
International, Inc. and Subsidiaries as of March 31, 2003, and the related
consolidated statements of operations and cash flows for the three-month period
ended March 31, 2003. These financial statements are the responsibility of the
Company's management. The consolidated balance sheet of Cal Dive International,
Inc. and Subsidiaries as of March 31, 2002, and the related consolidated
statements of operations and cash flows for the three-month period ended March
31, 2002 were reviewed by other accountants who have ceased operations.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated balance sheet of Cal Dive
International, Inc. and Subsidiaries as of March 31, 2003 and the related
consolidated statements of operations and cash flows for the three-month period
ended March 31, 2003 for them to be in conformity with accounting principles
generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Cal Dive
International, Inc. and Subsidiaries as of December 31, 2002, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended, not presented herein, and in our report dated February 17,
2003, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 2002, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.


                                                      ERNST & YOUNG LLP

Houston, Texas
May 13, 2003