SEACOR HOLDINGS, INC.
                                11200 WESTHEIMER
                                    SUITE 850
                              HOUSTON, TEXAS 77042
                                        


               Notice of Election to Redeem all Outstanding 6.00%
               Convertible Subordinated Notes due July 1, 2003
               of SEACOR Holdings, Inc.                            
               ----------------------------------------------------

               NOTICE IS HEREBY PROVIDED that, pursuant to the provisions
     set forth in the form of 6.00% Convertible Subordinated Notes due July
     1, 2003 (the "Notes") issued by SEACOR Holdings, Inc., a Delaware
     corporation (the "Company"), under that certain Indenture dated as of
     June 15, 1993, between the Company and First Trust National
     Association, as trustee for the holders of the Notes (the "Trustee"),
     and in accordance with Article Eleven of the Indenture, all
     outstanding Notes (CUSIP Nos. 811904AA9 and U81190AA5) shall be
     redeemed by the Company on July 12, 1996 (the "Redemption Date") at a
     redemption price (the "Redemption Price") equal to 104.2% of the
     principal amount thereof ($1,042.00 per each $1,000 principal amount
     of the Notes), together with all accrued and unpaid interest thereon
     to (but not including) the Redemption Date.

               Payment of the Redemption Price shall be made only upon
     presentation and surrender of the Notes by the registered holder
     thereof, to First Trust National Association, 180 East Fifth Street,
     St. Paul, Minnesota 55101, Attention: Corporate Trust Department (the
     "Trustee").

               The Redemption Price for the Notes will be due and payable
     on the Redemption Date and shall be paid as specified above to the
     registered holders of Notes upon presentation and surrender of such
     Notes to the Trustee.   On and after the Redemption Date (unless the
     Company shall have defaulted in the payment of the Redemption Price)
     all interest on the Notes called for redemption and redeemed as
     described herein shall cease to accrue and the only remaining right of
     holders of the Notes will be to receive payment of the Redemption
     Price.

               The Notes may be converted into shares of common stock, par
     value $.01 per share, of the Company ("Common Stock") as provided in
     Article 13 of the Indenture and the Notes.  The price at which shares
     of Common Stock shall be delivered upon conversion is $25.625 per
     share of Common Stock.  The right of the holders to convert the Notes
     into shares of Common Stock shall expire at the close of business on
     July 12, 1996.  Shares of Common Stock will only be issued upon
     presentation and surrender of the Notes to be converted by the
     registered holder










     

     thereof to the Trustee at the address specified in the second
     paragraph above, accompanied by a properly completed, dated and signed
     conversion notice in the form set forth in Section 205 of the
     Indenture.

               The method of delivery, presentation and surrender of Notes
     is at the option and risk of the holder thereof.  If delivered by
     mail, use of registered or certified mail, return receipt requested,
     and properly insured, is recommended.

                                   SEACOR HOLDINGS, INC.



                                   By: /s/ Randall Blank      
                                      ------------------------
                                      Randall Blank, Executive
                                      Vice President and Chief
                                      Financial Officer


     Dated:  June 6, 1996



     /Enclosures





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