Lisa M. Buchanan Executive Vice President and General Counsel |
August 28, 2008
Via EDGAR and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE, Mail Stop 7010
Washington, D.C. 20549
Re:
Cal Dive International, Inc.
Registration Statement on Form S-3
Registration No. 333-148142
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby requests that the effectiveness of the above-captioned registration statement, No. 333-148142 (the “Registration Statement”), be accelerated so that it will become effective at 3:00 p.m. Washington, D.C. time on August 28, 2008 or as soon thereafter as practicable. The undersigned hereby acknowledges that (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement, (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the Registration State ment, and (iii) the undersigned may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | |
|
|
|
| CAL DIVE INTERNATIONAL, INC. | |
|
|
|
|
|
|
| By: | /s/ Lisa M. Buchanan |
|
| Lisa M. Buchanan General Counsel and Secretary |
2500 CityWest Boulevard, Suite 2200Ÿ Houston, TX 77042Ÿ Phone (713) 586-7310Ÿ Fax (713) 586-7338