X0202 4 2005-01-03 0 0000866829 CAL DIVE INTERNATIONAL INC CDIS 0001041815 KRATZ OWEN E 400 N SAM HOUSTON PARKWAY E SUITE 400 HOUSTON TX 77060 1 1 0 0 CHAIRMAN & CEO Common Stock 2005-01-03 4 A 0 29759 0.00 A 2538717 D This restricted stock award was granted pursuant to the Company's 1995 Long Term Incentive Plan, as amended, and therefore has no purchase or sales price. Mr. Kratz also has indirect holdings of 500,000 shares owned by Joss Investments Limited Partnership, the general partner of which is an entity that Mr. Kratz controls. The filing of this statement shall not be deemed an admission that any reporting person is, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the owner of any equity securities covered by this statement. /s/ James Lewis Connor, III by Power of Attorney 2005-01-05