Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13(b) or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

     At AugustNovember 8, 2005 there were 38,768,82738,924,202 shares of common stock, no par value, outstanding.

     The accompanying condensed consolidated financial statements include the accounts of Cal Dive International, Inc. and its majority-owned subsidiaries (collectively, “Cal Dive”, “CDI” or the “Company”). The Company accounts for its 50% interest in Deepwater Gateway, L.L.C. and, its 20% interest in Independence Hub, LLC and its 40% interest in Offshore Technology Solutions Limited (“OTSL”) using the equity method of accounting as the Company does not have voting or operational control of these entities. In addition, beginning in the third quarter of 2005, the Company plans to account for its 40% interest in Offshore Technology Solutions Limited (“OTSL”) using the equity method of accounting (see Note 20). All material intercompany accounts and transactions have been eliminated. These condensed consolidated financial statements are unaudited, have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission and do not include all information and footnotes normally included in annual financial statements prepared in accordance with generally accepted accounting principles.

     Management has reflected all adjustments (which were normal recurring adjustments unless otherwise identified) that it believes are necessary for a fair presentation of the condensed consolidated balance sheets, results of operations and cash flows, as applicable. Operating results for the period ended JuneSeptember 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The Company’s balance sheet as of December 31, 2004 included herein has been derived from the audited balance sheet as of December 31, 2004 included in the Company’s 2004 Annual Report on Form 10-K. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company’s 2004 Annual Report on Form 10-K.

     Certain reclassifications were made to previously reported amounts in the condensed consolidated financial statements and notes thereto to make them consistent with the current presentation format.

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004)Share-Based Payment(“SFAS No. 123R”), which replaces SFAS No. 123,Accounting for Stock-Based Compensation,(“SFAS No. 123”) and supercedessupersedes APB Opinion No. 25,Accounting for Stock Issued to Employees.SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim period in fiscal 2006, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. The Company is required to adopt SFAS No. 123R in the first quarter of fiscal 2006. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock beginning with the first quarter of adoption of SFAS No. 123R as the requisite service is rendered on or after the required effective date, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has not yet determined the method of adoption of SFAS No. 123R. The Company is evaluating the requirements ofintends to adopt SFAS No. 123R using the prospective method beginning January 1, 2006 and expects thatdoes not expect the adoption of SFAS No. 123R will notto have a material impact on the Company’s consolidated results of operations and earnings per share.

     The Company defines cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of less than three months. As of JuneSeptember 30, 2005, the Company had $22.1$24.4 million of restricted cash included in other assets, net, all of which related to Energy Resource Technology, Inc. (“ERT”), a wholly owned subsidiary of the Company, escrow funds for decommissioning liabilities associated with the South Marsh Island 130 (“SMI 130”) field acquisitions in 2002. Under the purchase agreement for those acquisitions, ERT is obligated to escrow 50% of production up to the first $20 million of escrow and 37.5% of production on the remaining balance up to $33 million in total escrow. Once the escrow reaches $10 million, ERT may use the restricted cash for decommissioning the related fields. Additionally, $7.5 million was included in restricted cash in other assets, net, at December 31, 2004 related to the Company’s investment in Deepwater Gateway, L.L.C. The Company was required to escrow up to $22.5 million related to its guarantee under the term loan agreement for Deepwater Gateway, L.L.C. The term loan of $144 million related to Deepwater Gateway, L.L.C. was repaid in full in March 2005. As a result in March 2005, the escrow agreement was canceled and the $7.5 million was released from restricted cash.

     During the three and sixnine months ended JuneSeptember 30, 2005, the Company made cash payments for interest charges, net of capitalized interest, of $1.7$2.5 million and $3.4$5.8 million respectively. During the three and sixnine months ended JuneSeptember 30, 2004, the Company made cash payments for interest charges, net of capitalized interest, of $438,000$1.4 million and $1.6$3.2 million, respectively.

     During the three and sixnine months ended JuneSeptember 30, 2005, the Company paid $271,000$780,000 and $1.2$2.0 million in income taxes. The Company paid no cash income taxes in the three and sixnine months ended JuneSeptember 30, 2004.

     The Company follows the successful efforts method of accounting for its interests in oil and gas properties. Under the successful efforts method, the costs of successful wells and leases containing productive reserves are capitalized. Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized. Costs incurred relating to unsuccessful exploratory wells are expensed in the period the drilling is determined to be unsuccessful. In the first and second quartersnine months of 2005, impairments and unsuccessful capitalized well work totaling $4.4 million were expensed as a result of an analysis on certain properties. Further, the Company expensed $4.5$5.3 million of purchased seismic data related to its offshore property acquisitions in the first quarternine months of 2005.

     As an extension of ERT’s well exploitation and PUD strategies, ERT agreed to participate in the drilling of an exploratory well (Tulane prospect) to be drilled in 20052006 that targets reserves in deeper sands, within the same trapping fault system, of a currently producing well with estimated drilling costs of approximately $15$18 million, of which $4.1$5.0 million had been incurred through JuneSeptember 30, 2005. If the drilling is successful, ERT’s share of the development cost is estimated to be an additional $15$21 million. CDI’s Marine Contracting assets would participate in this development.

     In March 2005, ERT acquired a 30% working interest in a proven undeveloped field in Atwater Block 63 (Telemark) of the deepwater Gulf of Mexico for cash consideration and assumption of certain decommissioning liabilities.

     In April 2005, ERT entered into a participation agreement to acquire a 50% working interest in the Devil’s Island discovery (Garden Banks Block 344 E/2) in 2,300 feet water depth. This deepwater development is operated by Amerada Hess and will be drilled in 2005.2006. The field will be developed via a subsea tieback to Baldpate Field (Garden Banks Block 260). Under the participation agreement, ERT will pay 100% of the drilling costs and a disproportionate share of the development costs to earn a 50% working interest in the field.

     Also in April 2005, ERT acquired a 37.5% working interest in the Bass Lite discovery (Atwater Blocks 182, 380, 381, 425 and 426) in 7,500 feet water depth along with varying interests in 50 other blocks of exploration acreage in the eastern portion of the Atwater lease protraction area from BHP Billiton. The Bass Lite discovery contains proved undeveloped gas reserves in a sand discovered in 2001 by the Atwater 426 #1 well. In October 2005, ERT exchanged 15% of its working interest in Bass Lite for a 40% working interest in the Tiger Prospect located in Green Canyon Block 195. ERT paid $1.0 million in the exchange with no corresponding gain or loss recorded on the transaction.

     As of JuneSeptember 30, 2005, the Company had spent $17$28.7 million and had committed to an additional estimated $35$39 million for development and drilling costs related to the above property transactions.

     In June 2005, ERT acquired a mature property package on the Gulf of Mexico shelf from Murphy Exploration & Production Company — USA (“Murphy”), a wholly owned subsidiary of Murphy Oil Corporation. The acquisition cost to ERT included both cash ($163.5 million) and the assumption of the abandonment liability from Murphy of approximately $32.0 million. The acquisition represents essentially all of Murphy’s Gulf of Mexico Shelf properties consisting of eight operated and eleven non-operated fields. ERT estimates proved reserves of the acquisition to be approximately 75 BCF equivalent. Unaudited pro forma combined operating results of the Company and the Murphy acquisition for the three and sixnine months ended JuneSeptember 30, 2005 and 2004, respectively, were as follows (in thousands, except per share data).

     The components of total comprehensive income for the three and sixnine months ended JuneSeptember 30, 2005 and 2004 were as follows (in thousands):

     There were no antidilutive sharesstock options in the three and sixnine months ended JuneSeptember 30, 2005.2005 and 2004, respectively. Approximately 982,000 shares and 350,000 shares attributable to the convertible preferred stock were excluded in the three and nine months ended September 30, 2004, respectively, calculation of diluted EPS, as the effect was antidilutive. Net income for the diluted earnings per share calculation for the three and sixnine months ended JuneSeptember 30, 2005 and 2004, respectively, was adjusted to add back the preferred stock dividends and accretion on the 1.8 million shares. Net income for the diluted earnings per share calculation for the three and nine months ended September 30, 2004 was adjusted to add back the preferred stock dividends and accretion on the 833,000 shares (2005), and the 1.0 million shares, and 1.1 million shares (2004), respectively. See“Convertible Senior Notes” in Note 13 for shares potentially issuable upon conversion of the Convertible Senior Notes.

     The Company uses the intrinsic value method of accounting to account for its stock-based compensation programs. Accordingly, no compensation expense is recognized when the exercise price of an employee stock option is equal to the common share market price on the grant date. The following table reflects the Company’s pro forma results if the fair value method had been used for the accounting for these plans (in thousands, except per share amounts):

     For the purposes of pro forma disclosures, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used: expected dividend yields of 0 percent; expected lives ranging from three to ten years; risk-free interest rate assumed to be approximately 4.0 percent in 2004 and expected volatility to be approximately 56 percent in 2004. There have been no stock option grants in 2005. The fair value of

shares issued under the Employee Stock Purchase Plan was based on the 15 percent discount received by the employees. The weighted average per share fair value of the options granted during the first sixnine months of 2004 was $17.59. The estimated fair value of the options is amortized to pro forma expense over the vesting period.

     On January 3, 2005, the Company granted certain key executives and selected management employees 94,000 restricted shares under the Incentive Plan. The shares vest 20% per year for a five year period. The market value (based on the quoted price of the common stock on the date of grant) of the restricted shares was $39.12 per share, or $3.7 million, at the date of the grant and will be recorded as unearned compensation, a component of shareholders’ equity. This amountOn September 1, 2005, a certain key executive of the Company was granted 60,069 restricted shares under the Incentive Plan. The shares vest in two tranches. Tranche 1 (10,069 restricted shares) vests with respect to two-thirds of such shares after two years and fully vests after three years. Tranche 2 (50,000 restricted shares) vests 20% per year for a five year period. The market value (based on the quoted price of the common stock on the date of grant) of the restricted shares was $62.07 per share, or $3.7 million, at the date of grant and will be recorded as unearned compensation, a component of shareholders’ equity. These amounts will be charged to expense over the respective vesting period.periods. Amortization of unearned compensation totaled $204,000$335,000 and $397,000$733,000 in the three and sixnine months ended JuneSeptember 30, 2005, respectively.

     On March 30, 2005, the Company issued $300 million of 3.25% Convertible Senior Notes due 2025 (“Convertible Senior Notes”) at 100% of the principal amount to certain qualified institutional buyers. The Company also incurred financing costs of approximately $8.0$8.1 million (included in other assets, net) which will be amortized over the life of the debt agreement. The Convertible Senior Notes are convertible into cash and, if applicable, shares of the Company’s common stock based on an initial conversion rate, subject to adjustment, of 15.56 shares of CDI common stock per $1,000 of principal amount of the Convertible Senior Notes. This ratio results in an initial conversion price of approximately $64.27 per share. The Company may redeem the Convertible Senior Notes on or after December 20, 2012. Beginning with the period commencing on December 20, 2012 to June 14, 2013 and for each six-month period thereafter, in addition to the stated interest rate of 3.25% per annum, the Company will pay contingent interest of 0.25% of the market value of the Convertible Senior Notes if, during specified testing periods, the average trading price of the Convertible Senior Notes exceeds 120% or more of the principal value. In addition, holders of the Convertible Senior Notes may require the Company to repurchase the notes at 100% of the principal amount on each of December 15, 2012, 2015, and 2020, and upon certain events.

     The Convertible Senior Notes can be converted prior to the stated maturity under the following circumstances:

     In connection with any conversion, the Company will satisfy its obligation to convert the Convertible Senior Notes by delivering to holders in respect of each $1,000 aggregate principal amount of notes being converted a “settlement amount” consisting of:

     The conversion value means the product of (1) the conversion rate in effect (plus any applicable additional shares resulting from an adjustment to the conversion rate) or, if the Convertible Senior Notes are converted during a registration default, 103% of such conversion rate (and any such additional shares), and (2) the average of the last reported sale prices of CDI’s common stock for the trading days during the cash settlement period.

     Shares underlying the Convertible Senior Notes were not included in the calculation of diluted earnings per share because the Company’s share price as of JuneSeptember 30, 2005, was below the conversion price of approximately $64.27 per share. As a result, there would be no premium over the principal amount, which is paid in cash, so no shares would be issued on conversion. The maximum number of shares of

antidilution adjustment of the conversion price pursuant to the terms of the Convertible Senior Notes. Proceeds from the offering have or will bewere used for general corporate purposes including a capital contribution of $72 million made in March 2005 to Deepwater Gateway, L.L.C. to enable it to repay its term loan, and $163.5 million related to the ERT acquisition of the Murphy properties in June 2005. Additional proceeds will be used2005 and approximately $85.4 million for identifiable capital expenditures and potential acquisitions.the Torch vessels acquired in August 2005 (see Note 19).

     At JuneSeptember 30, 2005, $134.3$134.9 million was outstanding on the Company’s long-term financing for construction of theQ4000.This U.S. Government guaranteed financing is pursuant to Title XI of the Merchant Marine Act of 1936 which is administered by the Maritime Administration (“MARAD Debt”). The MARAD Debt is payable in equal semi-annual installments which began in August 2002 and matures 25 years from such date. The MARAD Debt is collateralized by theQ4000,with CDI guaranteeing 50% of the debt, and bearsinitially bore interest at a floating rate which currently floats at a rate approximatingapproximated AAA Commercial Paper yields plus 20 basis points (approximately 3.23% aspoints. As provided for in the MARAD Debt agreements, in September 2005, the Company fixed the interest rate on the debt through the issuance of June 30, 2005). CDI has paid MARAD guarantee fees for this debt which adds approximately 50 basis points per annum of interest expense. For a period up to ten years from delivery of4.93% fixed-rate note with the vessel in April 2002, CDI has the ability to lock in a fixed rate.same maturity date (February 2027). In accordance Withwith the MARAD Debt agreements, CDI is required to comply with certain covenants and restrictions, including the maintenance of minimum net worth, working capital and debt-to-equity requirements. As of JuneSeptember 30, 2005, the Company was in compliance with these covenants.

     In August 2004, the Company entered into a four-year, $150 million revolving credit facility with a syndicate of banks, with Bank of America, N.A. as administrative agent and lead arranger. The amount available under the facility may be increased to $250 million at any time upon the agreement of the Company and the existing or additional lenders. The credit facility is secured by the stock in certain Company subsidiaries and contains a negative pledge on assets. The facility bears interest at LIBOR plus 75-175 basis points depending on Company leverage and contains financial covenants relative to the Company’s level of debt to EBITDA, as defined in the credit facility, fixed charge coverage and book value of assets coverage. As of JuneSeptember 30, 2005, the Company was in compliance with these covenants and there was no outstanding balance under this facility.

     Scheduled maturities of Long-term Debt and Capital Lease Obligations outstanding as of JuneSeptember 30, 2005 were as follows (in thousands):

     The Company had unsecured letters of credit outstanding at JuneSeptember 30, 2005 totaling approximately $3.7 million. These letters of credit primarily guarantee various contract bidding and insurance activities.

     In June 2004, the Deepwater Gateway, L.L.C. construction loan, excluded from the Company’s long-term debt, was converted to a term loan. The term loan was collateralized by substantially all of Deepwater Gateway, L.L.C.’s assets and was non-recourse to the Company except for the balloon payment due at the end of the term. In March 2005, the term loan was repaid in full by Deepwater Gateway, L.L.C. and the term loan agreement was canceled.

     Deferred financing costs of $19.2$18.7 million ($3.6 million of which was accrued at June 30, 2005 due upon the Company locking(included in a fixed rate of interest on the MARAD Debt)other assets, net) related to the Convertible Senior Notes, the MARAD Debt and the revolving credit facility, respectively, are being amortized over the life of the respective agreements and are included in other assets, net, as of JuneSeptember 30, 2005.

     The Company capitalized interest totaling $514,000$526,000 and $587,000$1.1 million during the three and sixnine months ended JuneSeptember 30, 2005, respectively. The Company capitalized interest totaling $0 and $243,000 during the three and sixnine months ended JuneSeptember 30, 2004, respectively. The Company incurred interest expense of $4.1$2.2 million and $5.5$4.2 million during the three and sixnine months ended JuneSeptember 30, 2005, respectively, and $1.0 million$694,000 and $2.1$3.2 million during the three and sixnine months ended JuneSeptember 30, 2004, respectively.

     The effective tax rate of 37% in the three months ended September 30, 2005 was higher than the effective rate of 36% in third quarter 2004. Further the effective rate of 36% in the three and sixnine months ended JuneSeptember 30, 2005 was comparable to the effective rate in second quarter 2004 and was higher than the effective tax rate of 32%34% in the first sixnine months of 2004. The effective tax rate was lower in the first sixnine months of 2004 primarily due to the income tax provision benefit recorded in the first quarter of 2004 of $1.7 million, offset by interest expense of $430,000, to report the impact of research and development credits resulting from the conclusion of the Internal Revenue Service examination of the Company’s income tax returns for 2001 and 2002.

     The Company is involved in various routine legal proceedings, primarily involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act as a result of alleged negligence. In addition, the Company from time to time incurs other claims, such as contract disputes, in the normal course of business. In that regard, in 1998, one of the Company’s subsidiaries entered into a subcontract with Seacore Marine Contractors Limited (“Seacore”) to provide theSea Sorceressto a Coflexip subsidiary in Canada (“Coflexip”). Due to difficulties with respect to the sea and soil conditions, the contract was terminated and an arbitration to recover damages was commenced. A preliminary liability finding has been made by the arbitrator against Seacore and in favor of the Coflexip subsidiary. The Company was not a party to this arbitration proceeding. Seacore and Coflexip settled this matter prior to the conclusion of the arbitration proceeding with Seacore paying Coflexip $6.95 million CDN. Seacore has initiated an arbitration proceeding against Cal Dive Offshore Ltd. (“CDO”), a subsidiary of Cal Dive, seeking contribution of one-half of this amount. One of the grounds in the preliminary findings by the arbitrator is applicable to CDO, and CDO holds substantial counterclaims against Seacore.

     Although the above discussed matters may have the potential for additional liability, the Company believes the outcome of all such matters and proceedings will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

     During 2002, the Company engaged in a large construction project offshore Trinidad and, in late September of that year, supports engineered by a subcontractor failed resulting in over a month of

common shares issuable will be assessed for inclusion in the weighted average shares outstanding for the Company’s diluted earnings per share using the if converted method based on the lower of the Company’s share price at the beginning of the applicable period or the applicable conversion price ($30.00 and $30.549).

     This Quarterly Report on Form 10-Q includes certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and assumptions in this Form 10-Q that are not statements of historical fact involve risks and assumptions that could cause actual results to vary materially from those predicted, including among other things, unexpected delays and operational issues associated with turnkey projects, the price of crude oil and natural gas, offshore weather conditions, change in site conditions, and capital expenditures by customers. The Company strongly encourages readers to note that some or all of the assumptions upon which such forward-looking statements are based are beyond the Company’s ability to control or estimate precisely, and may in some cases be subject to rapid and material change. For a complete discussion of risk factors, we direct your attention to our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. We prepare these financial statements in conformity with accounting principles generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. There have been no material changes or developments in authoritative accounting pronouncements or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our Form 10-K for the year ended December 31, 2004.

     Revenues.Revenues:During the three months ended JuneSeptember 30, 2005, the Company’s revenues increased 30%59% to $166.5$209.3 million compared to $127.7$132.0 million for the three months ended JuneSeptember 30, 2004. Of the overall $38.8$77.4 million increase, $32.5$61.9 million was generated by the Marine Contracting segment due to improved market conditions for marine contracting services, specifically improved contract rates and utilization rates for all divisions within the segment.

     Oil and Gas Production revenue for the three months ended JuneSeptember 30, 2005 increased $6.3$15.5 million, or 10%26%, to $67.6$75.5 million from $61.3$60.0 million during the comparable prior year period. Production decreased 12% (8.915% (8.4 Bcfe for the three months ended JuneSeptember 30, 2005 compared to 10.010 Bcfe in the secondthird quarter of 2004) primarily due to natural decline the effects of production shut-ins due to HurricanesKatrinaandRitain the Company’s Shelf properties production.third quarter of 2005. The average realized natural gas price of $7.32$8.66 per Mcf, net of hedges in place, during the secondthird quarter of 2005 was 16%48% higher than the $6.32$5.84 per Mcf realized in the comparable prior year quarter while average realized oil prices, net of hedges in place, also increased 39%48% to $45.96$54.30 per barrel compared to $32.97$36.79 per barrel realized during the secondthird quarter of 2004.

     GrossProfit.Gross profit of $52.4$82.9 million for the secondthird quarter of 2005 represented a 27%81% increase compared to the $41.4$45.7 million recorded in the comparable prior year period with the Marine Contracting segment contributing 82%80% of the increase. Marine Contracting gross profit increased $9.0$29.6 million to $16.8$42.1 million, for the three months ended JuneSeptember 30, 2005, from $7.8$12.4 million in the prior