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STOCK TRANSFER AGENT

Norwest Bank Minnesota, NA
161 North Concord Exchange
P. O. Box 738
South St. Paul, MN 55075
(800) 468-9716
www.norwest.com/business-stocktransfer/

Communications concerning the transfer of shares, lost certificates, duplicate mailing or change of address should be directed to the stock transfer agent.

ANNUAL MEETING

Shareholders are invited to attend CDI's Second Annual Shareholder Meeting on Wednesday, May 5 at 2:00 p.m. Central time in Salon One of the Wyndham Greenspoint Hotel, 12400 Greenspoint Drive, Houston Texas.

FORM 10-K

The information, including financial statements and footnotes thereto, included in this Annual Report to Shareholders should be read in conjunction with the company's annual report on Form 10-K for the year ended December 31, 1998 which is incorporated herein by reference. This Annual Report and related Form 10-K are both provided to Shareholders in connection with the company's Annual Meeting. Shareholders interested in obtaining, without cost, a copy of the Form 10-K filed with the Securities and Exchange Commission may do so by writing to Andrew C. Becher, General Counsel, Cal Dive International, Inc., 400 N. Sam Houston Parkway E., Suite 400, Houston TX 77060-3500.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
Houston TX

COMMON STOCK LISTING

Nasdaq National Market
Symbol: CDIS

STOCK HELD IN "STREET NAME"

The Company maintains a direct mailing list to ensure that shareholders with stock held in brokerage accounts receive information on a timely basis. Shareholders wanting to be added to this list should direct their requests to Investor Relations at the Corporate Headquarters or call (281) 618-0400.

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