April 28, 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
      Response letter dated April 22, 2005
		File No. 333-123597

Dear Mr. Miller:

      We have reviewed the above filing and response letter, and
have
the following comment.  As previously noted, 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 your April 22 response to our letter dated April 12, 2005.
In your response, you describe the instances that are the subject
of
the OFAC investigation as "past, isolated incidents."  You also
state
that "[n]either Seabulk nor the Company operate or permit their
vessels to be operated in prohibited countries, and each has a
compliance program to track the movement of its vessels."  Please
clarify for us whether, under current Company and Seabulk policies
and procedures, it is possible that a Company or Seabulk vessel
chartered by a third party could call in Iran, Sudan, or any other
country subject to U.S. economic sanctions.

Unless the Company can represent that Company and Seabulk policies
and procedures would prohibit a Company or Seabulk vessel from
calling in Iran, Sudan or any other country subject to U.S.
sanctions
following the merger, we continue to believe that it is
appropriate
for 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 brief disclosure of the Seabulk
activities and reports discussed in the first paragraph under
"Contingencies" on p.F-57 of the Registration Statement.


      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