April 12, 2005

Via U.S. Mail and Facsimile

Rod D. Miller, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153

Fax: (212) 310-8007

RE:		SEACOR Holdings Inc.
      Form S-1 filed March 25, 2005
		File No. 333-123597

Dear Mr. Miller:

      We have limited our review of SEACOR`s Form S-1 to
disclosures
relating to SEACOR`s contacts with countries that have been
identified as state sponsors of terrorism, and will make no
further
review of the Form S-1.  We are asking SEACOR to provide us with
supplemental information, so that we may better understand
SEACOR`s
disclosure.  The Company should be as detailed as necessary in its
response. After reviewing this information, we may or may not
raise
additional comments.  Additionally, where indicated, we think
SEACOR
should revise the registration statement in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or revision is unnecessary.

      Please understand that the purpose of our review process is
to
assist SEACOR in its compliance with the applicable disclosure
requirements and to enhance the overall disclosure in its filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



General -

We note that on page F-57 of its S-1, the Company states that it
is
currently being investigated by the U.S. Treasury Department`s
Office
of Foreign Assets Control because its vessels "called in" Sudan
and
Iran.  In light of the fact that Sudan and Iran have been
identified
by the U.S. State Department as state sponsors of terrorism and
are
subject to economic sanctions administered by OFAC, please
describe
for us the extent of the Company`s operations in, or contacts
with,
Sudan and Iran; the materiality to the Company of any such
operations
or contacts; and the Company`s view as to whether those operations
or
contacts constitute a material investment risk for your security
holders.  In this regard, we note the representation on p.10 that
"[e]conomic sanctions ... could have a significant negative impact
.... on us should [Offshore Marine Services] operate vessels in the
region of the embargo."  In preparing your response please
consider
that evaluations of materiality should not be based solely on
quantitative factors, but should include consideration of all
factors, including the potential impact of corporate activities
upon
a company`s reputation and share value, that a reasonable investor
would deem important in making an investment decision.

Please expand the disclosure in the risk factor headed "Unstable
political, military and economic conditions in foreign countries
where a significant proportion of Offshore Marine Services`
operations are conducted could adversely impact our business" to
include disclosure of the activities and reports discussed in the
first paragraph under "Contingencies" on p.F-57.  Advise us of the
extent to which Offshore Marine Services operates and has operated
vessels in the region of countries subject to U.S. economic
sanctions
or embargo.  Confirm for us that the risks disclosed in this risk
factor are limited to your Offshore Marine Services business
segment,
or revise the risk factor to identify all other business segments
that are subject to the types of risks discussed in this risk
factor.
Advise us of the extent to which any of the Company`s other
business
segments operates or has operated in, or in the region of,
countries
subject to U.S. economic sanctions or embargo.


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      The Assistant Director group will consider a written request
for acceleration of the effective date of the registration
statement
as a confirmation of the fact that those requesting acceleration
are
aware of their respective responsibilities under the Securities
Act
of 1933 and the Securities Exchange Act of 1934 as they relate to
the
proposed public offering of the securities specified in the above
registration statement.  The Assistant Director group will act on
the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 942-7896 if you have any questions about the comment or
our
review.  You may also contact me at (202) 942-7817.



								Sincerely,




								Cecilia D. Blye, Chief
								Office of Global Security
Risk




cc: 	Max Webb
		Assistant Director
		Division of Corporation Finance