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): March 27, 2007

Helix Energy Solutions Group, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	001-32936	95-3409686
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)
400 N. Sam Houston Parkway E Suite 400 Houston, Texas (Address of principal executive offices)		77060 (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))

TABLE OF CONTENTS

Press Release

Howard Weil Conference Presentation

Item 7.01 Regulation FD Disclosure.

     On March 27, 2007, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its participation in the Howard Weil Conference in New Orleans, Louisiana, during which Helix will discuss its strategy and expectations for 2007. Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein, are the press release issued by Helix and the Presentation to be delivered at the conference.

     This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Number	Description
99.1	Press Release of Helix Energy Solutions Group, Inc. dated March 27, 2007.
99.2	Howard Weil Conference Presentation.

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 hereunto duly authorized.

Date: April 2, 2007

HELIX ENERGY SOLUTIONS GROUP, INC.
By:	/s/ A. WADE PURSELL
	A. Wade Pursell
	Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.	Description
99.1	Press Release of Helix Energy Solutions Group, Inc. dated March 27, 2007.
99.2	Howard Weil Conference Presentation.

EX-99.1

Exhibit 99.1

PRESSRELEASE
www.HelixESG.com

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

For Immediate Release     07-007

		Contact:      Wade Pursell
Date: March 27, 2007	Title:	Chief Financial Officer

Helix to Present at Howard Weil Conference

HOUSTON, TX – Helix Energy Solutions (NYSE: HLX) will discuss its strategy and expectations for 2007 on Wednesday, April 4, 2007 at Howard Weil Conference in New Orleans, Louisiana.

The presentation will begin at 10:45 a.m. (Central Time). The slides will be available on the Helix website, www.HelixESG.com, by first clicking “Investor Relations” and then “Presentations”.

Helix Energy Solutions, headquartered in Houston, Texas, is an international offshore energy company that provides development solutions and other key life of field services to the open energy market as well as to our own oil and gas business unit. That business unit is a prospect generation, exploration, development and production entity. Employing our own key services and methodologies, we seek to lower finding and development costs, relative to industry norms.

EX-99.2

Exhibit 99.2

Howard Weil New Orleans, Louisiana April 4, 2007

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such 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; future production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of property or wells; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; and any statements of assumptions underlying any of the foregoing. Although Helix believes that the expectations reflected in these forward-looking statements are reasonable, they do involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. 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, geologic risks and other risks described from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K for the year ending December 31, 2006 and subsequent quarterly reports on Form 10-Q. You should not place undue reliance on these forward-looking statements which speak only as of the date of this press release and presentation. We assume no obligation or duty and do not intend to update these forward- looking statements except as required by the securities laws. The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Statements of proved reserves are only estimates and may be imprecise. Any reserve estimates provided in this presentation that are not specifically designated as being estimates of proved reserves may include not only proved reserves but also other categories of reserves that the SEC's guidelines strictly prohibit the Company from including in filings with the SEC. Investors are urged to consider closely the disclosure in the Company's Annual Report on Form 10-K for the year ending December 31, 2006, which was filed on March 1, 2007.

Helix Strategy Contracting Services Oil & Gas Financial Information Appendix Presentation Outline H E L I X E N E R G Y S O L U T I O N S

Helix Strategy H E L I X E N E R G Y S O L U T I O N S

Two Stranded Strategy Reservoir & Well Tech Services Drilling Production Facilities Construction Well Ops External Market Internal Market = Reduced Cyclicality Steady Growth And Superior Financial Returns 'Marginal' Field Focus Niche Assets & Services Lower Life Cycle Costs Backlog At Market Rates Oil & Gas Production Contracting Services & 'Cost Reduction' Focus

Near Term Strategic Initiatives H E L I X E N E R G Y S O L U T I O N S Key Steps Grow Earnings by at least 25% Per Year for next three years, maintaining debt within manageable levels1 Continue to Add Capacity to Key Contracting Services Generate Prospects and Focus Exploration Drilling on: Low Risk Shallow Water Program Deepwater Prospects which can be Drilled with Q4000 Convert PUDs to PDPs Monetize Services and Assets Which do not Minimize F&D Costs Continue to Expand Model Internationally 1Debt/Book Cap <50%, Debt / EBITDAX < 2.5X

Contracting Services H E L I X E N E R G Y S O L U T I O N S

H E L I X E N E R G Y S O L U T I O N S Drilling/Completion Production Facilities Construction Well Ops Key Assets Q4000 Mobile Production Units Intrepid Express Caesar ROVs Q4000 Seawell ROVs Value Creating Methodologies Slimbore Wells Re- Deployment of Floater Pipe Burial Non Drill Rig Intervention 'Full cycle cost can be reduced by at least 20% compared to conventional approaches' Contracting Services: Focus on Exploitation Cost Reductions Reservoir & Well Technology 160 + Engineers Reservoir Management

Organic Growth via Service Asset Additions Reservoir Technology Drilling/Completion Drilling/Completion Production Facilities Construction Well Ops Current Assets 160 + Engineers Q4000 Q4000 Marco Polo (50%) Pipelay Intrepid Express Q4000 Seawell Mobile SIL Independence Hub (20%) Independence Hub (20%) ROV 25 ROVs 4 Trenchers 4 Charter Vessels Cal Dive (73%) (Shelf Construction) Planned Additions As market dictates Q4000 Drilling Upgrade H4500 Helix Producer I Shiraz Helix Producer I Shiraz Caesar 2 ROV - Drill 1 Plencher (Plow/Trencher) 4 ROVs Well Enhancer SEA Charter Doubling Service Asset Base (see CAPEX details in Appendix)

Oil & Gas H E L I X E N E R G Y S O L U T I O N S

Reserve Profile 2002 2003 2004 2005 2006 Helix 157 150 116 225 536 Remington 2004 2005 2006 2007 Helix 41 35 52 90 Remington 2002 2003 2004 2005 2006 Proved Developed 0.43 0.5 0.64 0.45 0.44 Proved Undeveloped 0.57 0.5 0.36 0.55 0.56 2002 2003 2004 2005 2006 Oil 0.46 0.5 0.54 0.4 0.41 Gas 0.54 0.5 0.46 0.6 0.59 Total Proven Reserves as of Year-End (Bcfe) Proved Reserves Annual Production (Bcfe) Proved Developed/PUD Ratio Estimate * Oil / Gas Reserves Mix * Estimates reflect mid-point of guidance range

Oil & Gas: Focus on Marginal Fields Mature Properties (Shallow Water) Mature Properties (Deepwater) H E L I X E N E R G Y S O L U T I O N S Marginal Development (Deepwater) Camelot Acquisition in North Sea : : : Phoenix Acquisition in Gulf of Mexico Drilling/Development of Noonan in Gulf of Mexico 'Marginal' : Fields/Prospects that are not material/significant to larger E&P Companies. Offers contracting opportunities over the course of a full cycle. Offers contracting opportunities over the course of a full cycle. Offers contracting opportunities over the course of a full cycle. Example

Strategy in Action: Mature Properties (Shallow Water) Camelot Field H E L I X E N E R G Y S O L U T I O N S Mature property no longer wanted by major operator Value will be unlocked by rejuvenation of existing production and tie back of nearby PUD reserves. Important first North Sea transaction.

Strategy in Action: Mature Properties (Deepwater) Phoenix Field Production facility on Typhoon Field destroyed during 2005 hurricane season. Field acquired and renamed Phoenix. Value will be unlocked by the use of a mobile production unit that should produce several fields sequentially over its lifetime. Upside from several satellite prospects that can be drilled with the Q4000. H E L I X E N E R G Y S O L U T I O N S

H E L I X E N E R G Y S O L U T I O N S Low risk, mid water drilling prospect generated in-house. Discovery of at least 100 Bcfe announced in February/07 Field close to existing infrastructure and therefore can be developed cheaply and quickly. F&D cost < $2.00 Mcfe. First Production within 18 months of discovery. We have several similar prospects that can be 'Exploited' using our services group. Strategy in Action: Deepwater Developments Noonan Field

H E L I X E N E R G Y S O L U T I O N S Bottom-up reserve risk assessment based on historical success rates. 5-7 year drilling inventory. Prospect Portfolio1 1 As acquired with Remington Oil & Gas. Based on July, 2006 Investor Presentation. 2 F & D cost of $2.50 / Mcfe used throughout. 3 Over $1 Billion of life of field services involved.

NOONAN 100% W.I. Exploration Report Card (since 7/1/06) West Cameron 342 100 % W.I. Eugene Island 391 60%W.I. S. Marsh Island 80 2 wells, 60% W.I. South Timbalier 145 75% W.I. Main Pass 211 50% W.I. 14 /16 Exploratory Wells Drilled Were Discoveries (7/06-3/07) Est. Discovered Reserves: >115 Bcfe Proven: >240 Bcfe 3P Est. Finding & Development Cost of: < $2.50 Mcfe Proved, < $1.50 Mcfe 3P East Cameron 157 60 % W.I. Eugene Island 302 60%W.I. Main Pass 232 50% W.I. Vermilion 162 60 % W.I. East Cameron 316 100 % W.I. East Cameron 339 2 wells, 100 % W.I. 17

H E L I X E N E R G Y S O L U T I O N S Financial Information

Consistent Top Line Growth 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Contracting Services 63.9 93.9 139 128 110 164 240 259 300 500 936 1100 Oil & Gas 12.2 16.5 12.6 32.5 70.8 63.4 62.8 137.3 243 272 430 750 33% CAGR Revenues in Millions H E L I X E N E R G Y S O L U T I O N S * Estimates reflect mid-point of guidance range Estimate *

Bottom Line 2003 2004 2005 2006 2007 32.8 79.9 150 253 287 128 Net Income in Millions Range H E L I X E N E R G Y S O L U T I O N S Estimate * 2006 results exclude the impact of the gain on sale in the Cal Dive IPO and estimated incremental overhead costs during the year. *

Significant Cash Generation 2003 2004 2005 2006 2007 Contracting Services 37 53 159 323 600 Oil & Gas 90 186 194 342 460 EBITDAX in Millions (see GAAP reconciliation at www.HelixESG.com) Estimate * * Estimates reflect mid-point of guidance range ** 2006 results exclude the impact of the gain on sale in the Cal Dive IPO and estimated incremental overhead costs during the year. **

2002 2003 2004 2005 2006 5 7 13 17 15 Return on Capital Invested 5 7 13 17 15 Percentage (see calculation at Company's website - www.HelixESG.com) H E L I X E N E R G Y S O L U T I O N S * 2006 results exclude the impact of the gain on sale in the Cal Dive IPO and estimated incremental overhead costs during the year. *

MARAD Other Long Term Debt Term B Facility (Amounts in Millions) 12/31/06 12/31/05 12/31/04 Net Debt To Book Capitalization 22% 40% 38% Convertible Notes H E L I X E N E R G Y S O L U T I O N S Cal Dive Revolver

($MM) Contracting Services 2007 Comments Drilling $60 Q4000 Upgrade, H4500 Study Production Facilities 120 Helix Producer I, Shiraz Construction 190 Caesar, ROVs, Plencher Well Operations 90 Well Enhancer Maintenance CAPEX 80 Total Contracting Services $540 Oil & Gas Exploration $200 Low Risk Shelf & Deepwater with Q4000 Development (PUD PDP) 260 300 Bcfe of PUDs Total Oil & Gas $460 Total 2007 CAPEX $1,000 2007 CAPEX Program

Helix Energy Solutions

Q4000 Seawell Well Enhancer SEA SIL Structure / Resources Structure / Resources Contracting Services Marco Polo 50% Ind. Hub 20% Gunnison Helix Producer I Shiraz Cal Dive Well Operations Drilling Reservoir & Well Tech Serv 4 DP DSVs 4 Sat DSVs 15 Diving Vessels 3 Pipelay Vessels Oil & Gas Production Deepwater Contracting 160 + Engineers Construction Production Facilities Q4000 H4500 Mature Properties Deepwater PUDs Prospect Generation/ Exploration Intrepid Express Caesar 27 ROVs 4 Trenchers 4 ROVs & Plencher 500 Bcfe + 20 + Deep Prospects 40 + Shelf Prospects Note: Planned/Potential asset additions in red 26

Oil & Gas H E L I X E N E R G Y S O L U T I O N S

Helix Hedges - As Of March 31, 2007 H E L I X E N E R G Y S O L U T I O N S

Contracting Services H E L I X E N E R G Y S O L U T I O N S

Services - Reservoir and Well Technology CoreTeams(tm) - outsourced integrated reservoir management and well technology capabilities OnDemand(tm) - consultancy services Pulse(tm) - online analysis of upstream data FaultFinder(tm) - high definition analysis of faulting FlowDoctor(tm) - flow assurance service LogDoctor(tm) - formation evaluation services ProductionMentor(tm) - production optimization PromotePartner(tm) service offered to oil and gas companies to help maximise the value of an asset through a promote, farm out or divestment process. SandMentor(tm) - sand production analyzer WellDoctor(tm) is our well integrity assurance service Transforming subsurface uncertainty into value Helix RDS is a world class provider of reservoir and well technology services to the upstream oil and gas industry. The combination of our business scale, service scope, track record and independence make Helix RDS a unique service partner. This capability and experience continues to transform subsurface uncertainty into significant value for our clients around the globe. H E L I X E N E R G Y S O L U T I O N S

Casing/Riser Water Depth TD BML Hole Size 9 5/8" = 8500 ft 12000 ft 43/4" 13 3/8" = 6000 ft 14000 ft 6 / 8 1/2" 16" = 4000 ft 16000 ft 6 / 8 1/2" 13 5/8" surface BOP 13 5/8" Sub sea shut off and disconnect device Combination of proven surface BOP and slimhole D&C technology Modular packages Preserve multi-service capability Limit subsea equipment Subsea shutoff device only Niche deepwater application 2000 - 6000 ft + Normally pressured Shallow BML reservoir 12 - 16000 ft +/- Services - Drilling and Completion

Marco Polo TLP (50% interest) Located in 4,300 ft. in Green Canyon Block 608 Capacity: 120,000 Bopd 300 MMcfd Host facility for Marco Polo K2 K2 North (2005) Genghis Khan (2006) Independence Hub (20% interest) To be Located in 8,000 ft. in Mississippi Canyon Block 920 Capacity: 1000 MMcfd Host for 10 gas fields in Eastern Gulf of Mexico Mechanical completion occurred in Q1 and production expected early Q3. Services - Production Facilities

Technically diverse DP Fleet Reel Lay and S-Lay Specialized Assets Target Niche Markets Awarded $150 million contract for a project in Indian waters during Q4. Sat and Surface Diving Construction and abandonment Inspection, repair and maintenance Partial IPO of Cal Dive completed in Q4/06. Current 73% consolidated interest Work Class ROV Systems Trenching/Burial Expertise DP Vessels Global Operations Deepwater Construction Robotics Shelf Construction Services - Construction 33

Life of field services Recognized industry leader Alternative to drill rig 25% - 50% cost advantage Riser based technology Market growing rapidly with tree deployments Established position in largest world market Property sales to Independents SIL based technology Signed 4 year $250 MM well intervention contract with Shell for North Sea Announced construction of new well intervention vessel UK Market Seawell Q4000 Services - Well Operations US Market SEA Market SEATRAC Emerging well intervention market Acquired 58% interest in SEATRAC and renamed Well Ops SEA Own VDS and SIL based technology Subcontractor for 3-year Woodside well intervention program

Organic Growth Capital Projects (Services) -1 Budget ($MM) 84 42 138 140 160 Est. Completion Q1/2007 Q4/2007 Q4/2007 Q3/2008 4Q/2008 Comments Mechanical completion occurred in Q1/07 Production expected to start by Q3/07 Drilling system to be added during scheduled dry docking in Q3/07 Vessel in Transit to COSCO yard in Shanghai for conversion Initial conversion scheduled to be complete 4Q/07. Installation and hook-up of processing facilities on target for completion end 2Q/08 Contract with shipyard signed. Keel laying scheduled for Q4/07. Focus on riser system, coil tubing application and derrick Caesar Independence Hub Semi Q4000 Drilling Upgrade Caesar Helix Producer I Well Enhancer 35

Organic Growth Capital Projects (Services) -2 Budget (US$MM) 29 - Ph 1 375-Complete 2 - Purchase 4 16 16 Est. Completion Q2/2007 (Ph I) Q1/2007 Q2/2007 Q1/2008 Q4/2007 Comments Long lead items have been purchased. Detailed design and model testing completed. Firm prices from shipyards being solicited 50% interest in tanker secured and unit will be converted to an FPSO on an opportunistic basis. Integration of ROV drilling packages ongoing for deepwater minerals project offshore Papua New Guinea LOI for plow / trencher services executed. Expect contract during first half 2007 that would kick-off purchase of 2,000 HP plow/ trencher Four new work class vehicles to be introduced this year Caesar H4500 Shiraz ROV Drill Canyon Plow / Trencher ROVs 36

2007 Earnings Guidance Themes Contracting Services Introduction of Caesar in Q4 Pricing escalation, especially in the in deepwater and well intervention segments Avoidance of unplanned downtime for Q4000 and commencement of drilling program in 2H, after 75 day regulatory drydock Continuation of international expansion by Cal Dive Full year of contribution from Express, Kestrel, and Fraser Diving and SEATRAC acquisitions Further ramp up of tariff income from Marco Polo hub and start-up of contribution from Independence Hub

2007 Earnings Guidance Themes Oil & Gas H E L I X E N E R G Y S O L U T I O N S Production growth to at least 85 Bcfe mainly through PDNP and PUD conversion. The split of production volume between 1H/07 and 2H/07 is likely to be around 40%/60%. Commencement of production from first North Sea field-Camelot. Low risk shelf exploration program, targeting around 50 Bcfe of risked reserves. Two well, potential high impact deepwater drilling program. Bishop Balvenie (in Phoenix Area)

Full year of contribution from Caesar Introduction of Well Enhancer in Q4 Introduction of Helix Producer I in Q3 Further international expansion by Cal Dive Production growth to > 105 Bcfe with start up of Phoenix field in Q3, and Bass Lite in Q4 First production from Noonan, Bishop? Upside? Full year of contribution from Independence Hub 2008 Growth Drivers H E L I X E N E R G Y S O L U T I O N S Independence Hub Caesar Well Enhancer Helix Producer I Kestrel Phoenix Basin

Full year of contribution from Well Enhancer and Helix Producer I. Introduction of H4500 - next generation Q4000 (subject to Board approval in 1H/07). Full year of production from Phoenix field should drive overall production to > 120 Bcfe. Deepwater drilling portfolio upside. 2009 and Beyond H E L I X E N E R G Y S O L U T I O N S Well Enhancer H4500 Phoenix Basin

Houston Aberdeen Houston Aberdeen Singapore Houston Dallas Aberdeen Houston Port Arthur New Iberia Lafayette Rotterdam London Aberdeen Kuala Lumpur Perth H E L I X E N E R G Y S O L U T I O N S We Are 'Exporting' Our Business Model