8-K

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): October 18, 2005

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	000-22739	95-3409686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS

Press Release dated October 18, 2005

Item 7.01.      Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated by reference herein is the press release issued by the Registrant on October 18, 2005 regarding U.S. Department of Justice clearance with respect to the acquisition of certain assets from Stolt Offshore, Inc. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01      Financial Statements and Exhibits.

(c)	Exhibits.
99.1	Press Release of Cal Dive International, Inc. dated October 18, 2005.

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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: October 19, 2005

Cal Dive International, Inc.
By:	/s/ A. WADE PURSELL
	A. Wade Pursell
	Senior Vice President and Chief Financial Officer

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Index to Exhibits

Exhibit No.	Description
99.1	Press Release of Cal Dive International, Inc. dated October 18, 2005.

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EX-99.1

	PRESS RELEASE
	www.caldive.com

Cal Dive International, Inc. Ÿ 400 N. Sam Houston Parkway E., Suite 400 Ÿ Houston, TX 77060-3500 Ÿ 281-618-0400 Ÿ fax: 281-618-0505

For Immediate Release	05-028
	Contact: Wade Pursell
Date: October 18, 2005	Title: Chief Financial Officer

Cal Dive Receives Clearance to Close the Asset Purchase Agreement with Stolt Offshore

HOUSTON, TX – Cal Dive International, Inc. (Nasdaq: CDIS) announced today that it has received clearance from the Department of Justice to close the asset purchase agreement with Stolt Offshore, that was announced on April 12^th. Under the terms of the clearance, Cal Dive will divest two diving support vessels and a portable saturation diving system from the combined asset package acquired through this transaction and the one closed with Torch Offshore on August 31st.

Martin Ferron, President, stated, “We are very pleased to now be able to fully implement our plan to form a new Shelf contracting subsidiary. This entity will have 28 vessels and two portable saturation diving systems to deploy in a strong marketplace, bolstered by additional subsea work created by Hurricane’s Ivan, Katrina and Rita.”

Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company which provides alternate solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including marine diving services, robotics, well operations, facilities ownership and oil and gas production.

This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; complexities of global political and economic developments, and other risks described from time to time in our reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ending December 31, 2004. We assume no obligation and do not intend to update these forward-looking statements.