1998 THIRD QUARTER REPORT November 4, 1998

To Our Shareholders:

The record setting performance outlined in this report was achieved in the face of Hurricane Georges and three tropical storms which combined to basically shut down operations for much of September. The 51¢ earned is in line with original analyst estimates for the quarter; we stress original as Cal Dive is one of only a handful of companies in the energy sector that have not had 1998 earning estimates slashed in response to falling commodity prices and the adverse weather. This ability to deliver consistent earnings in both good and bad cyclical periods is one of the key factors underlying the Forbes magazine selection of Cal Dive as one of the best companies in America. Unfortunately, these positives were largely ignored by investors as the price of CDIS plummeted from $30 at June 30 to a low of less than $11 at the end of the quarter. More recently the price has recovered somewhat along with all energy service stocks and in response to a Raymond James sponsored Road Show which took the CDI story to the Midwest and West Coast. While the Road Show emphasized the six factors which differentiate Cal Dive from its peer group, our outstanding performance in the third quarter can be boiled down to a single, often overlooked explanation: people who are highly motivated, creative and unique to the industry. Cal Dive excels in turbulent market conditions just as we did offshore in the rough seas of the third quarter.

Financial Highlights

The $7.6 million which Cal Dive earned in Q3 represents over half of the $14.5 million of net income reported for the entire year 1997.

Third Quarter Nine Months Quarter
1998 1997 Increase 1998 1997 Increase
Revenues $42,913,000 $28,859,000 49% $114,596,000 $75,931,000 51%
Net Income 7,577,000 3,983,000 90% 18,774,000 10,473,000 79%
Diluted Earnings Per Share 0.51 0.27 89% 1.25 0.82 52%



Operational Highlights


Respectfully Submitted,

Owen E. Kratz
Chief Executive Officer
S. James Nelson, Jr.
Executive Vice President

Forward looking statements and assumptions in this report and press release 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, weather conditions in offshore markets, 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.