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January 8, 1997
VIA FACSIMILE
202-942-9528
Mr. Sean J. Klein
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Cal Dive International, Inc.
Registration No.: 333-11399
Dear Mr. Klein:
On behalf of Cal Dive International, Inc. (the "Company") and in accordance
with Rule 477 of the Securities Act of 1933, as amended, I respectfully request
that the Registration Statement (No. 333-11399) for the Company's proposed
initial public offering be withdrawn with the Commission effective January 8,
1997. Please forward the Commission's consent order to our request for
withdrawal to my attention (fax 713-690-2204) as well as to Kevin L. Crudden
(fax 612-339-4181).
If you have any questions, please do not hesitate to contact me at
713-690-1818 or Mr. Crudden at 612-349-8475. Thank you in advance for your
assistance.
Sincerely,
Andrew C. Becher
Senior Vice President and General Counsel
cc: Kevin L. Crudden