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): April 30, 2008

Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)

Minnesota	001-32936	95-3409686
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 North Sam Houston Parkway East, Suite 400 Houston, Texas	77060
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 281-618-0400

(Former name or former address if changed since last report.)

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:

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))

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2008, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its first quarter results of operation for the period ended March 31, 2008. Attached hereto as Exhibits 99.1, and incorporated by reference herein, is the press release.

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 7.01 Regulation FD Disclosure.

On April 30, 2008, Helix issued a press release announcing its first quarter results of operation for the period ended March 31, 2008. In addition, on May 1, 2008, Helix is making a presentation (with slides) to analysts and investors regarding its financial and operating results. Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the press release and the slides for the First Quarter Earnings Conference Call Presentation issued by Helix. The presentation materials will also be posted in the Investor Relations section of Helix’s website, www.HelixESG.com.

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 April 30, 2008 reporting financial results for the first quarter of 2008.
99.2	First Quarter Earnings Conference Call 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 30, 2008

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 April 30, 2008 reporting financial results for the first quarter of 2008.

99.2 First Quarter Earnings Conference Call Presentation.

EX-99.1

Exhibit 99.1

PRESSRELEASE

www.HelixESG.com

Helix Energy Solutions Group, Inc. • 400 N. Sam Houston Parkway E., Suite 400 • Houston, TX 77060-3500 • 281-618-0400 • fax: 281-618-0505

For Immediate Release		08-010
	Contact:	Wade Pursell
Date: April 30, 2008	Title:	Chief Financial Officer

Helix Reports First Quarter Results

HOUSTON, TX — Helix Energy Solutions (NYSE: HLX) reported first quarter net income of $74.3 million, or $0.79 per diluted share, compared to $55.8 million, or $0.60 per diluted share reported for the first quarter of 2007.

Summary of Results

(in thousands, except per share amounts and percentages)

	First Quarter						Fourth Quarter
	2008			2007			2007
Revenues	$	450,737		$	396,055		$	500,243
Gross Profit		120,879			135,615			70,058
		27	%		34	%		14	%
Net Income		74,335			55,820			120,412	*
		17	%		14	%		24	%
Diluted Earnings Per Share	$	0.79		$	0.60		$	1.25	*
EBITDAX	$	238,764		$	166,461		$	228,351

* Includes gain on Cal Dive’s acquisition of Horizon.

Owen Kratz, President and Chief Executive Officer of Helix, stated, “A few months ago we laid our budget assumptions for 2008. I am pleased to report first quarter was a strong operating quarter for us. Services performed better than our budget assumptions and production rates as well as commodity prices exceeded our budget assumptions. We also executed the first of the budgeted production sales in this quarter with others progressing as planned. ”

Financial Highlights

• Revenues: The $54.7 million increase in year-over-year first quarter revenues was driven by increases in revenue from both Oil and Gas production and Contracting Services due primarily to continued market demand in the deepwater and an increase in year-over-year commodity prices.

• Margins: Margins of 27% for the first quarter 2008 were 7 points lower than 34% in the first quarter of 2007 as Cal Dive experienced a seasonal margin decline, the Q4000 was out of service for upgrades, and we experienced a $14 million impairment at our Devil’s Island field.

• Sale of Oil and Gas Interests: The Company sold 30% working interests in its Danny Noonan discoveries in two separate transactions for total cash consideration of approximately $165 million, an obligation of the purchaser to pay their 30% share of all related future capital expenditures and an obligation to pay up to an additional $20 million based on reaching production milestones. The first transaction for 20% closed March 31, 2008 and resulted in a gain of $61.1 million in the first quarter. The second transaction for 10% closed on April 23, 2008.

• SG&A: $47.8 million increased $17.2 million over the same period a year ago due primarily to increased overhead to support our growth (particularly Cal Dive) and severance relating to the resignation of our former CEO. Excluding the severance, this level of SG&A was 9% of first quarter revenues, compared to 8% in the year ago quarter.

• Equity in Earnings: $10.9 million is comprised of our share of earnings for the quarter relating to the Marco Polo facility and the Independence Hub facility.

• Income Tax Provision: The Company’s effective tax rate for the quarter was 36.6%, compared to the 34% effective rate for last year’s first quarter due primarily to provision of deferred taxes relating to Cal Dive’s earnings.

• Balance Sheet: Total consolidated net debt as of March 31, 2008 was $1.7 billion. This includes $335 million outstanding under Cal Dive’s term loan that was used to fund the cash portion of its acquisition of Horizon Offshore, which loan is non-recourse to Helix. Total consolidated net debt as of March 31, 2008 represents 46% net debt to book capitalization.

Further details are provided in the presentation for Helix’s quarterly conference call (see the Investor Relations page of www.HelixESG.com). The call, scheduled for 8:00 a.m. Central Daylight Time on Thursday, May 1, 2008, will be webcast live. If you wish to dial in to the call the telephone number is 888 791 6044 (Domestic) or 1-210-234-0006 (International). The pass code is Pursell. A replay will be available from the Audio Archives page on our website.

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.

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; 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; 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; 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, 2007. We assume no obligation and do not intend to update these forward-looking statements.

HELIX ENERGY SOLUTIONS GROUP, INC.

Comparative Condensed Consolidated Statements of Operations

	Three Months Ended Mar. 31,
(in thousands, except per share data)	2008		2007
	(Unaudited)
Net revenues:
Contracting services	$	279,686	$	265,088
Oil and gas		171,051		130,967
		450,737		396,055
Cost of sales:
Contracting services		220,186		178,055
Oil and gas		109,672		82,385
		329,858		260,440
Gross profit		120,879		135,615
Gain on sale of assets, net		61,113		—
Selling and administrative expense		47,784		30,600
Income from operations		134,208		105,015
Equity in earnings of investments		10,923		6,104
Net interest expense and other		26,046		13,012
Income before income taxes		119,085		98,107
Provision for income taxes		43,632		33,123
Minority interest		237		8,219
Net income		75,216		56,765
Preferred stock dividends		881		945
Net income applicable to common shareholders	$	74,335	$	55,820
Weighted Avg. Common Shares Outstanding:
Basic		90,413		89,994
Diluted		95,186		94,312
Earnings Per Common Share:
Basic	$	0.82	$	0.62
Diluted	$	0.79	$	0.60

Comparative Condensed Consolidated Balance Sheets

ASSETS

(in thousands)	Mar. 31, 2008		Dec. 31, 2007
	(unaudited)
Current Assets:
Cash and equivalents	$	176,119	$	89,555
Accounts receivable		404,008		512,132
Other current assets		122,720		125,582
Total Current Assets		702,847		727,269
Net Property & Equipment:
Contracting Services		1,618,051		1,507,463
Oil and Gas		1,776,719		1,737,225
Equity investments		207,579		213,429
Goodwill		1,087,904		1,089,758
Other assets, net		194,870		177,209
Total Assets	$	5,587,970	$	5,452,353

LIABILITIES & SHAREHOLDERS’ EQUITY

(in thousands)	Mar. 31, 2008		Dec. 31, 2007
	(unaudited)
Current Liabilities:
Accounts payable	$	321,595	$	382,767
Accrued liabilities		215,092		221,366
Income taxes payable		26,849		—
Current mat of L-T debt (1)		54,301		74,846
Total Current Liabilities		617,837		678,979
Long-term debt (1)		1,835,878		1,725,541
Deferred income taxes		626,946		625,508
Decommissioning liabilities		192,727		193,650
Other long-term liabilities		66,026		63,183
Minority interest		267,978		263,926
Convertible preferred stock (1)		55,000		55,000
Shareholders’ equity (1)		1,925,578		1,846,566
Total Liabilities & Equity	$	5,587,970	$	5,452,353

(1) Net debt to book capitalization — 46% at March 31, 2008. Calculated as total debt less cash and equivalents ($1,714,060) divided by sum of total net debt, convertible preferred stock and shareholders’ equity ($3,694,638).

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three Months Ended March 31, 2008

Earnings Release:

Reconciliation From Net Income to Adjusted EBITDAX:

	1Q08		1Q07		4Q07
	(in thousands)
Net income applicable to common shareholders	$	74,335	$	55,820	$	120,412
Cal Dive gains		—		—		(98,602	)
Non-cash impairment and other unusual items		—		—		57,814
Preferred stock dividends		881		945		881
Income tax provision		43,523		28,617		37,552
Net interest expense and other		23,236		12,331		14,396
Depreciation and amortization		94,901		67,558		84,695
Exploration expense		1,888		1,190		11,203
Adjusted EBITDAX	$	238,764	$	166,461	$	228,351

We calculate adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, and exploration expense. Further, we reduce adjusted EBITDAX for the minority interest in Cal Dive that we do not own. Adjusted EBITDAX margin is defined as adjusted EBITDAX divided by net revenues. These non-GAAP measures are useful to investors and other internal and external users of our financial statements in evaluating our operating performance because they are widely used by investors in our industry to measure a company’s operating performance without regard to items which can vary substantially from company to company and help investors meaningfully compare our results from period to period. Adjusted EBITDAX should not be considered in isolation or as a substitute for, but instead is supplemental to, income from operations, net income or other income data prepared in accordance with GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to our reported results prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions which are excluded.

EX-99.2

Exhibit 99.2

First Quarter Earnings Conference Call May 1, 2008

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 statements concerning developments, performance or industry rankings; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations set forth 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 ended December 31, 2007 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 presentation and the associated press release. 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 2007 Form 10-K. Forward-Looking Statements

Presentation Outline Executive Summary Summary of Results 2008 Outlook Strategy Operational Highlights by Segment Contracting Services Oil & Gas Questions & Answers

Executive Summary Highlights First Quarter Highlights EBITDAX Totaled $238.8 million Contracting Services $ 56.9 million Oil & Gas $186.2 million Elimination $ (4.3) million Total $238.8 million Contracting Services exceeded expectations Continuing strong market demand in deepwater Seasonal decline in activity on the shelf, as anticipated E&P Production exceeded our expectation and we executed sell down of deepwater discovery 1Q2008 1Q2007 Revenue $450.7 $396.1 EBITDAX(A) $238.8 $166.5 Net Income $74.3 $55.8 EPS $0.79 $0.60 ($ in millions, except per share data) (A) See GAAP reconciliation on page 19.

2008 Outlook Initial Guidance Update Various moving parts with respect to initial assumptions, both positive and negative Reaffirm our 2008 base guidance (i.e., excluding the impact of Oil & Gas sales) without consideration of positive commodity price impact Currently reviewing extent of further Oil & Gas sell downs Revenue 2008E 2007 % Increase Contracting Services $1,700 $1,335 27% Oil & Gas $ 600 $ 582 3% Elimination $ (200) $(150) Total Revenue $2,100 $1,767 19% EBITDAX (A) Contracting Services (B) $ 400 $ 380 5% Oil & Gas $ 590 $ 467 26% Elimination $ (50) $ 23 Total EBITDAX $ 940 $ 824 14% EPS $ 3.36 $ 3.05(C) 10% ($ in millions, except per share data) Notes See non GAAP reconciliation on page 19. Includes only our share of Cal Dive's EBITDA (58% in 2008, 73% in 2007) Excluding the impact of unusual items (gain on Horizon acquisition, oil and gas impairments, OTSL impairments and other)

STRATEGY

2008 Objectives Sell down interests in Oil & Gas properties capturing value while mitigating risk, reducing intercompany profit deferral and funding capital program. Complete new services assets and deepwater developments. Outperform guidance. Sold 30% of Danny Noonan. Additional properties being marketed. Q4000 marine upgrades and drilling capability completed. Caesar pipelay vessel conversion progressing. Expected to be delayed to Q4 and over budget, but still at a competitive cost basis. Helix Producer I (HPI) production vessel progressing. Expected to be delayed and over budget, but still cost effective. Added 3 new ROVs. Noonan development on or possibly ahead of budget and schedule. Phoenix development delayed due to HPI delay. Outperformed budget for Q1. Too early in year to adjust guidance. Objectives Update Q1 Update

OPERATIONAL HIGHLIGHTS BY SEGMENT

Contracting Services - World Class fleet and Capabilities Robotics (Canyon Offshore) 42 ROVs 5 trenchers 2000 HP i- trencher (2008; under construction) 2 ROV drill units Portable pipelay system (2008; under construction) Long term charters DP2 Northern Canyon DP2 Olympic Canyon DP2 Olympic Triton DP2 Island Pioneer DP2 Seacor Canyon Short term charters On an opportunistic basis to serve spot market Production Facilities Marco Polo TLP (50% interest) Independence Hub (20% interest) Helix Producer I (2008; under conversion) Deepwater Construction MSV DP2 Intrepid (reeled pipelay vessel) MSV DP2 Express (reeled pipelay vessel) DP2 Caesar (S-Lay vessel) (2008; under conversion) Reservoir Engineering and Well Technology Services Helix RDS Well Operations (Well ops) MSV DP2 Seawell MSV DP2 Q4000 MSV DP2 Well Enhancer (2009; under construction) 3 SILs 1 IRS 1 VDS Tooling (AXE, CIT) Shelf Contracting Cal Dive (~58% interest)

Contracting Services (in millions, except percentages) Revenues (A) 1Q2008 1Q2008 1Q2007 1Q2007 4Q2007 4Q2007 Deepwater Contracting $149.4 $92.5 $175.8 Shelf Contracting (Cal Dive) 144.6 149.2 162.2 Well Operations 25.3 35.4 39.9 Reservoir/Well Technology Services 9.1 9.8 8.4 Contracting Services $328.4 $286.9 $386.3 Gross Profit (A) Margin Margin Margin Deepwater Contracting $36.7 25% $29.5 32% $40.7 23% Shelf Contracting (Cal Dive) 24.7 17% 58.0 39% 53.9 33% Well Operations 0.5 2% 3.7 10% 11.0 28% Reservoir/Well Technology Services 2.3 25% 3.0 31% 1.2 14% Contracting Services $64.2 20% $94.2 33% $106.8 27% Equity in Earnings Production Facilities $10.9 $5.2 $10.5 A. Amounts are before intercompany eliminations. See non GAAP reconciliation on page 20.

Utilization 1Q2008 1Q2007 4Q2007 Deepwater: - Deepwater Construction 99% 93% 100% - Robotics 66% 70% 68% Shelf Contracting (Cal Dive) 31% 70% 52% Well Operations 26% 65% 44% Independence Hub & Marco Polo Production Independence Hub & Marco Polo Production Independence Hub & Marco Polo Production Independence Hub & Marco Polo Production Total throughput: Marco Polo (MBOE) 3,126 2,978 3,554 Independence Hub (BCFe) 77.2 0 64.7 Contracting Services Continued

Contracting Services Commentary (1) Deepwater Construction The Intrepid and the Express had nearly full utilization and contributed $20.1 MM of gross profit. Margins were lower due to the large increased amount of sub-contractor work and use of chartered vessel. The MSV Express and DSV Eclipse working offshore India on the Reliance KGD6 project. Robotics (Canyon Offshore) Canyon had another strong quarter with gross profit of nearly $16.6 MM. Canyon had five active vessels under contract during the quarter working in the North Sea, West Africa, Brazil, GOM, Malaysia and Australia Canyon was awarded a new contract from a minerals mining company for the use of Canyon's ROV drill units Shelf Contracting (Cal Dive) Utilization and margins down due to more traditional seasonality. See separate earnings release and conference call for this majority owned subsidiary. Subsea manifold being installed by Express

Well Operations The Seawell did not have any work in the month of January. She worked on Well Intervention projects in February and March and has work contracted for the majority of 2008. The Q4000 spent the entire quarter in the shipyard for scheduled marine and drilling upgrades. The vessel has a busy schedule with tophole drilling, completion and deepwater well intervention work for the rest of the year. Well Ops SEA well intervention equipment mobilized on Havila Harmony on Woodside project offshore Australia Reservoir / Well Technology Services Compared with the fourth quarter of 2007, Helix RDS business showed a welcome increase in contribution. We see increased demand for these highly specialized services. Production Facilities Recorded a record equity in earnings of $10.9 MM for the quarter due to strong contribution from our 20% interest in Independence Hub LLC. Independence Hub platform shut in on April 9, 2008 as the result of a leak in the Independence Trail gas export pipeline. The owner of the pipeline expects the shutdown to last until mid May. Contracting Services Commentary (2) Drilling Modules installed on Q4000

Images of the Quarter Caesar being painted in Nantong, China Installation of Noonan infield umbilical with UTA's Express working on Reliance KGD6 project Offshore India Offloading of the HPI DTS Hang-Off Structure at Kiewit's yard, Ingleside Texas Well Enhancer construction at IHC Merwede's yard ongoing; launch scheduled for May 31, 2008

DTS Components HPI Modules Booster Gas Compression & Fuel Gas Power Generation Module MCC Building Separators Bulk Oil and Pumps Sales Gas Meter Booster Compression Subsea HPU Instr. Air Flash Gas Compression Piperack

Oil & Gas Financial Highlights 4Q 2007 Gross Profit reflects the oil & gas amount without the $91.0 million of impairment / dry hole related items. Net of hedging impact 1Q2008 1Q2007 4Q2007 Revenue (in millions) $171.1 $131.0 $169.7 Gross Profit (in millions) $61.4 $48.6 $64.8 (A) Gross Profit Margin 36% 37% 38% Production (BCFe) Shelf 13.2 12.2 14.1 Deepwater 2.2 3.4 3.4 Quarter Total 15.4 15.6 17.5 Average Commodity Prices (B) Oil / Bbl $87.30 $56.36 $80.53 Gas / Mcf $8.94 $7.66 $7.99 Hedge gain / (loss) (in millions) $1.1 $2.1 $(5.0)

Oil & Gas - Statistics (A) (in millions, except per Mcfe data) 1Q2008 1Q2008 1Q2007 1Q2007 4Q2007 4Q2007 Cost Total Per Mcfe Total Per Mcfe Total Per Mcfe Operating Expenses $25.2 $1.63 $22.0 $1.41 $23.3 $1.33 Proved & Prospect Impairments 0 0 0 0 68.4 3.91 Exploration Expense (B) 1.9 0.12 1.2 0.08 11.2 0.64 Repair & Maintenance 7.6 0.49 6.6 0.42 8.2 0.47 DD&A(D) 70.1 4.54 46.9 3.01 71.2 4.07 Other (c) 3.9 0.25 3.8 0.25 12.1 0.69 $108.7 $7.03 $80.5 $5.17 $194.4 $11.10 (A) U.S. only. (B) Includes dry hole costs and expenditures on seismic data. (c) Includes accretion expense and abandonment overruns related to hurricanes, net of insurance. (D) Includes $16.7 million and $12.5 million incremental DDA for reserve impairments for 1Q08 and 4Q07, respectively.

Summary of 2008 - 2009 Hedging Positions

Non GAAP Reconciliations

Non GAAP Reconciliations Continued

Thank You