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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 CAL DIVE INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    61-1500501(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)
 400 N. Sam Houston Parkway E., Suite 1000
Houston, Texas 77060  (Address, including zip code, of principal executive offices)
 Cal Dive International, Inc.
Amended and Restated 2006 Long Term Incentive Plan  (Full title of the plan)
 Lisa Manget Buchanan
400 N. Sam Houston Parkway E., Suite 1000
Houston, Texas 77060  (Name and Address of Agent For Service)  (281) 618-0400  (Telephone Number, Including Area Code, of Agent For Service)
  Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
 CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximumTitle of securities
    
    
    Amount to be
    
    
    offering price per
    
    
    aggregate offering
    
    
    Amount ofto be registered
    
    
    registered(1) (2)
    
    
    share
    
    
    price
    
    
    registration feeCommon Stock
($0.01 par value per share)
    
    
    2,000,000 shares
    
    
    $15.67(3)
    
    
    $31,340,000(3)
    
    
    $962.14
 (1)
    
    Upon a recapitalization, stock split, stock dividend, combination of shares or similar
transaction in the future and during the effectiveness of this Registration Statement
involving Common Stock of the Company, the number of securities registered shall be
automatically increased to cover the additional securities in accordance with Rule 416(a)
under the Securities Act of 1933.(2)
    
    This Registration Statement covers an additional 2,000,000 shares that may be issued under
the Cal Dive International, Inc. Amended and Restated 2006 Long Term Incentive Plan.
Currently, the registrant is authorized to issue up to 7,000,000 shares under the Plan
pursuant to a registration statement on Form S-8 (File. No. 333-139495) filed with the
Commission on December 19, 2006.(3)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(c) and (h) under the Securities Act of 1933, based on the average of the high and low
price per share of the Common Stock on the New York Stock Exchange on July 31, 2007.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption From Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESExhibit IndexOpinion and Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.Consent of Ernst & Young LLPConsent of Spears & Associates, Inc.    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
      
 Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.




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Item 7. Exemption From Registration Claimed.
  II-2




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Item 8. Exhibits.
 5
    
    Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.23.1
    
    Consent of Ernst & Young LLP.23.2
    
    Consent of Spears & Associates, Inc.23.3
    
    Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5.
 
 Item 9. Undertakings.
      Provided, however
 bona fide
  bona fide
 II-3




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II-4




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SIGNATURES
 The Registrant.
 CAL DIVE INTERNATIONAL, INC.By:
    
    /s/ LISA MANGET BUCHANANLisa Manget BuchananVice President, General Counsel and Secretary
 POWER OF ATTORNEY
   Signature
    
    Title/s/ OWEN KRATZ
    
    DirectorOwen Kratz/s/ MARTIN R. FERRON
    
    DirectorMartin R. Ferron/s/ WILLIAM L. TRANSIER
    
    DirectorWilliam L. Transier/s/ TODD A. DITTMANN
    
    DirectorTodd A. Dittmann/s/ DAVID E. PRENG
    
    DirectorDavid E. Preng/s/ QUINN J. HEBERT
    
    President, Chief Executive
Officer and Director (Principal
Executive Officer)Quinn J. Hébert/s/ G. KREGG LUNSFORD

G. Kregg Lunsford
    
    Executive Vice President,
Chief Financial Officer
and Treasurer (Principal Financial
and Accounting Officer)
 S-1




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5
    
    Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.23.1
    
    Consent of Ernst & Young LLP.23.2
    
    Consent of Spears & Associates, Inc.23.3
    
    Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5.