SEACOR HOLDINGS INC, POS AM, 1996-08-29

SEACOR HOLDINGS INC
POS AM, 1996-08-29
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT

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As filed with the Securities and Exchange Commission on August 29, 1996
Registration No. 333-03534

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

-------------

SEACOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware 13-3542736
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

11200 Westheimer, Suite 850
Houston, Texas 77042
(713) 782-5990
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)

Mr. Randall Blank
Executive Vice President, Chief Financial Officer and Secretary
SEACOR Holdings, Inc.
1370 Avenue of the Americas, 25th Floor
New York, New York 10019
(212) 307-6633

(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copy to:

David E. Zeltner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes
effective, as determined by market conditions.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. [_] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_] __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED AUGUST 29, 1996

PROSPECTUS
102,050 SHARES
SEACOR HOLDINGS, INC.
COMMON STOCK
($.01 Par Value)

This Prospectus relates to the offer and sale of up to 102,050
shares (the "Shares") of the common stock, $.01 par value (the "Common
Stock"), of SEACOR Holdings, Inc. ("SEACOR" or the "Company"). The
Shares will be offered for sale by certain stockholders of the Company
(the "Selling Stockholders") from time to time in transactions
effected on the NASDAQ National Market (or any national securities
exchange or U.S. inter-dealer quotation system of a registered
national securities association, on which the Shares are then listed),
in privately negotiated transactions, or in a combination of such
methods of sale. Such methods of sale may be conducted at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions directly, or indirectly
through broker-dealers or agents acting on their behalf, and in
connection with such sales, such broker-dealers or agents may receive
compensation in the form of commissions or discounts from the Selling
Stockholders and/or the purchasers of the Shares for whom they may act
as agent or to whom they sell Shares as principal or both (which
commissions or discounts might be in excess of customary commissions).
To the extent required, the names of any agents or broker-dealers, and
applicable commissions or discounts and any other required information
with respect to any particular offer of Shares by the Selling
Stockholders, will be set forth in a Prospectus Supplement. See
"Selling Stockholders" and "Plan of Distribution." Certain
restrictions on the ability of the Selling Stockholders to sell Shares
owned by them are described under "Selling Stockholders."

None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed
to bear all expenses of registration of the Shares under federal or
state securities laws and to indemnify the Selling Stockholders
against certain liabilities, including certain liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act").

SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

The Shares offered for resale by the Selling Stockholders are
being offered pursuant to certain investment and registration rights
agreements between the Company and each of the Selling Stockholders.
See "Selling Stockholders."

The Common Stock is traded on the NASDAQ National Market under
the symbol "CKOR." The last reported sale price of the Common Stock
on August 28, 1996 was $47.00 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is August __, 1996.
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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of
reports, proxy statements and other information filed by the Company
with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and also are available for
inspection at the Commission's regional offices located at 500 West
Madison, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048 and the Commission website at
(http://www.sec.gov). Copies of such material also can be obtained at
prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports,
proxy statements and other information may also be inspected at the
offices of the NASDAQ National Market at 1735 K Street, N.W.,
Washington, D.C. 20006.

The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments thereto, the
"Registration Statement") under the Securities Act with respect to the
Shares. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of
any contract, agreement or other document referred to are not
necessarily complete and, with respect to each such contract,
agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement is deemed
qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the
public reference facilities maintained by the Commission, regional
offices and the offices of the Commission of the NASDAQ National
Market referred to above.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission
pursuant to the Exchange Act (File No. 0-20904) are incorporated by
reference in this Prospectus:

(1) The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1995 filed with the Commission on March
18, 1996;

(2) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended March 31, 1996 filed by the Company with the
Commission on May 15, 1996;

(3) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended June 30, 1996 filed by the Company with the
Commission on August 14, 1996;

(4) The Company's Current Report on Form 8-K dated May 31, 1996
and filed with the Commission on June 7, 1996;

(5) The Company's Current Report on Form 8-K dated June 6, 1996
and filed with the Commission on June 10, 1996;

(6) The Company's Current Report on Form 8-K dated May 31, 1996
and filed with the Commission on June 14, 1996; and

(7) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with
the Commission on November 30, 1992, including any amendment
or report filed for the purposes of updating such
description.

All reports and other documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a
part hereof on and from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or incorporated herein by reference
or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all
documents incorporated by reference in this Prospectus (not including
exhibits to such information unless such exhibits are specifically
incorporated by reference in such information). Such requests should
be directed to: SEACOR Holdings, Inc., 1370 Avenue of the Americas,
25th Floor, New York, New York 10019, Attention: Secretary, telephone
number (212) 307-6633.

THE COMPANY

The Company is a major provider of offshore marine services to
the oil and gas exploration and production industry and is one of the
leading providers of oil spill response services to owners of tank
vessels and oil storage, processing and handling facilities. The
Company operates a diversified fleet of more than 200 vessels
primarily dedicated to servicing offshore oil and gas exploration and
production facilities in the U.S. Gulf of Mexico, the North Sea,
offshore West Africa and Mexico. The Company's offshore service
vessels deliver cargo and personnel to offshore installations, handle
anchors for drilling rigs and other marine equipment, support offshore
construction and maintenance work and provide standby safety support.
The Company also furnishes vessels for special projects such as well
stimulation, seismic data gathering, freight hauling and line
handling.

The Company's environmental services business principally
provides contractual oil spill response services to those who store,
transport, produce or handle petroleum and certain other non-petroleum
oils as required by the Oil Pollution Act of 1990 ("OPA 90") and
various state regulations. The Company's services, provided primarily
through its indirect wholly owned subsidiary, National Response
Corporation ("NRC"), include training for and supervision of
activities in response to oil spill emergencies and the maintenance of
specialized equipment for immediate deployment and spill response.
NRC has acted as the principal oil spill response contractor on
several of the largest oil spills that have occurred in the United
States since the enactment of OPA 90.

SEACOR was incorporated in Delaware in December 1989 for the
purpose of acquiring the capital stock of NICOR Marine, Inc. and
certain of its marine affiliates and subsidiaries which, at the time
of the acquisition, owned 36 and managed five vessels and to acquire
SCF Offshore, Inc. which owned two vessels.

1996 DEVELOPMENTS

On July 3, 1996, the Company sold in an underwritten public
offering 909,235 shares of its Common Stock at $43.50 per share (the
"1996 Offering"). In conjunction with the 1996 Offering, 842,355
shares of Common Stock were sold by several of the Company's
stockholders. The Company received net proceeds of approximately
$37.7 million, of which $26.0 million was used to purchase four out of
six vessels to be acquired from Compagnie Nationale de Navigation, a
French corporation ("CNN"), pursuant to the CNN Agreement described
below and to prepay certain indebtedness owed by the Company to CNN in
connection with prior vessel purchases, and the remainder was
allocated for general corporate purposes.

On June 6, 1996, the Company and CNN entered into an agreement
(the "1996 CNN Agreement") pursuant to which the Company agreed to
acquire six vessels from CNN for an aggregate purchase price of
$22,650,000 with the understanding that three of such vessels would be
bareboat chartered to CNN. The 1996 CNN Agreement also provided for
the Company to prepay certain promissory notes in the aggregate
principal amount of $9.6 million issued to CNN by a subsidiary of the
Company on December 17, 1993 in connection with the Company's
acquisition on such date of certain vessels from CNN. In addition,
CNN agreed to exercise its right to convert $4.75 million principal
amount of the Company's 2.5% Convertible Subordinated Notes due
January 1, 2004 (the "2.5% Notes") issued to CNN in connection with
such acquisition of vessels into 156,650 shares of Common Stock in
accordance with the terms of the 2.5% Notes. Pursuant to the 1996 CNN
Agreement, the Company agreed to include 459,948 shares of Common
Stock owned by CNN on June 6, 1996, and the 156,650 additional shares
of Common Stock to be issued to CNN upon the conversion of the 2.5%
Notes in the 1996 Offering for resale to the public. The consummation
of the transactions contemplated by the 1996 CNN Agreement was
conditioned upon the sale of such 616,598 shares of Common Stock in
the 1996 Offering and occurred substantially simultaneously with such
sale.
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On June 6, 1996, the Company notified First Trust National
Association, as trustee (the "Trustee"), of the Company's 6.0%
Convertible Subordinated Notes due July 1, 2003 (the "6.0% Notes") of
the Company's election to call the 6.0% Notes for redemption on July
12, 1996. On or about July 12, 1996, holders of the 6.0% Notes
converted the 6.0% Notes into shares of Common Stock at a ratio of
39,024 shares of Common Stock per $1,000 principal amount of the 6.0%
Notes (representing a conversion price of $25.625 per share). The
entire $55,250,000 principal amount outstanding of the 6.0% Notes were
converted and 2,156,083 shares of Common Stock were issued to the
holders of the 6.0% Notes.

On May 31, 1996, the Company acquired McCall Enterprises, Inc.
("McCall") and affiliated companies (collectively, the "McCall
Companies") which operate 36 crew boats and five utility boats
dedicated to serving the oil and gas industry primarily in the U.S.
Gulf of Mexico. Such acquisition (the "McCall Acquisition") was
accomplished pursuant to a series of merger and share exchange
agreements (the "McCall Agreements") involving the Company, certain
subsidiaries of the Company, the McCall Companies and the former
stockholders of the McCall Companies. In consideration for the McCall
Acquisition, on August 9, 1996, the Company issued an aggregate of
1,306,550 shares of Common Stock to the former stockholders of the
McCall Companies. The McCall Acquisition is intended to qualify as a
tax-free reorganization and has been accounted for as a pooling-of-
interests.

For additional information relating to the transactions described
above, see the Company's Current Reports on Form 8-K referred to above
under "Incorporation of Certain Information by Reference." For
additional information relating to the Company's business, operations,
properties, and other matters, see the Company's Annual Report on Form
10-K for its fiscal year ended December 31, 1995 and its Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1996 and
June 30, 1996 referred to above under "Incorporation of Certain
Information by Reference."

Unless the context indicates otherwise, any reference in this
Prospectus to the "Company" refers to SEACOR Holdings, Inc. and its
consolidated subsidiaries, including NRC, and any references in this
Prospectus to "SEACOR" refer to SEACOR Holdings, Inc.
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RISK FACTORS

PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED HEREBY SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, IN ADDITION TO ALL OF
THE OTHER INFORMATION APPEARING OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.

INDUSTRY CONDITIONS

Offshore Marine Services; Market Volatility

The Company's offshore vessel operations are dependent on
activity in the offshore oil and gas exploration and development
industry. The level of exploration and development of offshore areas
is affected by both short-term and long-term trends in oil and gas
prices which, in turn, are related to the demand for petroleum
products and the current availability of oil and gas resources. The
level of offshore activity is also related to local policies that
influence drilling activities. In recent years, oil and gas prices
and, therefore, the level of offshore exploration and drilling activ-
ity, have been extremely volatile. A significant or prolonged decline
in future oil and gas prices would likely result in reduced
exploration and development of offshore areas and a decline in the
demand for offshore marine services. Such reduced activity could have
a material adverse effect on the Company's financial condition and
results of operations.

Charter rates for the Company's equipment also are dependent on
the supply of offshore marine vessels. Excess vessel capacity in the
industry can result from refurbishment of "mothballed" vessels,
conversion of vessels formerly dedicated to services other than oil
support and related offshore marine activities, and construction of
new vessels. The addition of new capacity to the worldwide offshore
marine fleet would increase competition in those markets where the
Company presently operates which, in turn, could have a material
adverse effect on the Company's financial condition and results of
operations.

ENVIRONMENTAL SERVICES

The environmental response business is dependent upon the
development, interpretation and enforcement of regulations promulgated
under OPA 90 and, to a lesser extent, upon oil spill response
regulations developed at the state level. There currently is no
uniformity of regulatory development or enforcement on a federal or
state level. The Company believes that it generally benefits from
increasingly stringent oil spill regulations and from increased
enforcement of such regulations (which, in each case, increases demand
for NRC's services). However, a relaxation of oil spill requirements
or decreased enforcement of such regulations could reduce demand for
NRC's services and, therefore, have a material adverse effect on the
Company's financial condition and results of operations.

NRC is a "classified" Oil Spill Removal Organization ("OSRO").
The United States Coast Guard (the"Coast Guard") classifies OSROs
based on their overall resource capability to respond to various types
and sizes of oil spills in different operating environments such as
rivers/canals, inland waters and oceans (separated into nearshore,
offshore and open ocean areas). In November 1993, shortly after the
initial OSRO program guidelines were published, NRC applied for and
received an "E" classification, the highest classification level
achievable. Under the original program, NRC's "E" classification
expires in 1996 when it is due for renewal. The Coast Guard reserves
the right to review NRC's resource capability at any time based on the
company's performance during actual response and cleanup activities
and exercises and may, under certain circumstances, amend or revoke
the classification. In September 1995, the Coast Guard proposed
revised draft OSRO guidelines and requested industry and regulatory
comments. On December 28, 1995, the revised OSRO guidelines were
published. Significant revisions include geographic-specific
classifications, a requirement to ensure the availability of non-
dedicated resources in quantities twice what is required of dedicated
resources, proof of subcontractor
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support and more stringent oversight by the Coast Guard. NRC has
reapplied for new classification under the revised guidelines.
Although NRC expects to receive an interim classification in September
1996, the Coast Guard must verify the information in the application,
and there can be no assurance that NRC will receive a final
classification or a final classification equivalent to its current
classification.

RELIANCE ON SIGNIFICANT CUSTOMERS

The Company offers offshore marine services primarily to the
major integrated oil companies and large independent oil and gas
exploration and production companies. The percentage of revenues
attributable to an individual customer varies from time to time,
depending on the level of oil and gas exploration undertaken by a
particular customer, the suitability of the Company's vessel for the
customer's projection and other factors, many of which are beyond the
Company's control. For the year ended December 31, 1995,
approximately 19.5% and 14.8% of the Company's marine operating
revenues were received from Mobil Oil Corporation and Conoco, Inc.,
respectively.

The Company offers its environmental and oil spill response
services primarily to the domestic and international shipping
community, including dry cargo vessel owners and owners of facilities
such as refineries, pipelines, exploration and production platforms
and tank terminals. The Company presently has approximately 325
customers and provides retainer coverage to approximately 1,800 tank
vessels, 850 barges and 350 facilities. The Company's retainer
arrangements with these customers include both short-term contracts
(one year or less) and long-term agreements, in some cases as long as
seven years. For the year ended December 31, 1995, Coastal and
Phibro, NRC's two largest customers, accounted for 28.6% of NRC's
retainer revenues collectively.

GOVERNMENT REGULATION

Both the Company's offshore marine operations and environmental
response operations are materially affected by government regulation
in the form of international conventions, federal and state laws and
regulations in jurisdictions where the Company's vessels operate
and/or are registered. These regulations govern oil spills and other
matters of environmental protection, worker health and safety, and the
manning, construction and operation of vessels.

The Company believes that it presently is in material compliance
with the environmental laws and regulations to which the Company's
operations are subject. The Company is not a party to any pending
proceeding and is unaware of any threatened litigation or other
judicial, administrative or arbitrable environmental proceedings
which, if adversely determined, would have a material adverse effect
on the financial condition or results of operations of the Company.
However, the risks of incurring substantial compliance costs and
liabilities and penalties for non-compliance are inherent in offshore
marine service operations. There can be no assurance that significant
costs, liabilities, and penalties will not be incurred by or imposed
on the Company in the future.

Offshore Marine Services

OPA 90 requires owners and operators of tank vessels and certain
other oil handling facilities to obtain certificates of financial
responsibility for potential oil spill liability. The Company
currently satisfies this requirement with respect to the six vessels
required to maintain such certificates.

Environmental Services

The Company's environmental services are conducted through NRC,
an indirect wholly owned subsidiary of the Company. OPA 90
regulations require certain vessels to identify in their response
plans the availability of
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response resources or OSROs they will use in the event of an oil
spill. NRC's primary sources of revenue are retainer arrangements
with customers for making available its spill removal vessels and
related marine equipment in the event of a spill. Authority to
implement these regulations is divided among several regulatory
agencies: the Coast Guard, the U.S. Environmental Protection Agency,
the U.S. Minerals Management Service and the Office of Pipeline
Safety. Currently, there is no uniformity of regulatory
interpretation or enforcement by these agencies. On the state level,
enforcement of analogous regulations varies from state to state. Due
to this lack of uniformity, the amount of response resources required
to be made available to the Company's customers is unclear. In
addition, because regulatory enforcement initiatives affect the demand
for NRC's retainer coverage, state and federal regulatory policies may
have a material impact on NRC's results of operations.

In addition to establishing policies which impact the demand for
and value of NRC's services, the Coast Guard, pursuant to its program
for classifying OSROs, provides classified OSROs a market advantage
over non-classified service providers. A classified OSRO provides its
clients a means of verifying that such entity has the necessary
response resources available. Revocation of such "classification" or
changes in the requirements could have a material adverse effect on
the Company's financial condition or results of operations.

In providing spill response services, NRC is subject to the
Federal responder immunity doctrine, otherwise known as the "Good
Samaritan" doctrine, which holds the Company harmless from liability
for any spills that result from the Company's response efforts, unless
the Company is found to be grossly negligent or to have engaged in
willful misconduct. While most of the U.S. states in which NRC
provides service have adopted the Good Samaritan doctrine, several
states have not. In the event that NRC is determined to have acted
with gross negligence or have engaged in willful misconduct in
providing spill response services, NRC could be jointly and severally
liable with the local contractor and the responsible party for any
resulting damages. Although NRC maintains insurance coverage against
such risks which it considers adequate, there can be no assurance that
such coverage adequately will cover future claims that may arise.

OPERATING RISKS AND INSURANCE

The operation of offshore support vessels are subject to various
risks, including catastrophic marine disaster, adverse weather
conditions, mechanical failure, collision, oil and hazardous substance
spills and errors of navigation by vessel pilots, all of which
represent a threat to the safety of personnel and to the Company's
vessels, cargo, equipment under tow and other property, as well as the
environment. The primary operating risks inherent in the
environmental response business are the failure to meet the planning
guidelines of federal and state statutes, or gross negligence in
providing spill response services. The occurrence of the foregoing
events either in the offshore marine services or environmental
services business could result in revenue and casualty loss, increased
costs and significant liability by the Company to third parties. The
Company maintains insurance coverage against certain of these risks
which it considers adequate, and it has not in the past experienced a
loss in excess of policy limits. There can be no assurance, however,
that the Company's existing insurance coverage can be renewed at
commercially reasonable rates or that such coverage will be adequate
to cover future claims that may arise.

RELIANCE ON FOREIGN OPERATIONS

For the year ended December 31, 1995, approximately 37% of the
Company's offshore marine revenues were derived from foreign
operations. The Company's foreign offshore marine operations are
subject to various risks inherent in conducting business in foreign
nations. These risks include, among others, political instability,
potential vessel seizure and nationalization of assets, currency
restrictions and exchange rate fluctuations, import-export quotas and
other forms of public and governmental regulation, all of which are
beyond the control of the Company. Although, historically, the
Company's operations have not been materially affected by such
conditions or events, it is not possible to predict whether any such
conditions or events might develop in the future. The
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occurrence of any one or more of such conditions or events could have
a material adverse effect on the Company's financial condition and
results of operations.

The Company currently operates 30 vessels offshore West Africa,
which primarily service the local offshore oil and gas industry. The
Company's operations offshore West Africa are highly dependent on the
level of activity in Nigeria. At this time, Nigeria, because of its
domestic policies, has become the subject of certain international
sanctions, including the suspension of development aid by the European
Union and the suspension of Nigeria from the Commonwealth of Nations.
Additional sanctions may be imposed in the future, which could include
economic sanctions, such as an oil embargo. Economic sanctions or an
oil embargo would have a significant negative impact on activity in
the oil and gas industry offshore West Africa, which in turn would
have a negative impact on the Company's operations in that area.
There can be no assurance that the effects of economic sanctions or an
oil embargo with respect to Nigeria would not have a material adverse
effect on the Company's financial condition and results of operations.

CURRENCY FLUCTUATIONS

Due to its foreign operations, the Company is exposed to currency
fluctuations and exchange rate risks. To minimize the financial
impact of these risks, the Company attempts to contract the majority
of its services in U.S. dollars. However, in certain of the Company's
foreign operations, the Company collects revenues and pays expenses in
local currency. For financial statement reporting purposes these
accounts are translated into U.S. dollars at the weighted average
exchange rates during the relevant period.

Because the Company conducts substantially all its operations in
U.S. dollars, to the extent the value of the U.S. dollar decreases in
relation to the value of applicable foreign currencies, such decrease
potentially could adversely affect the Company's operating revenues in
foreign jurisdictions. To date, currency fluctuations have not had a
material impact on the Company's financial condition or results of
operations and the Company is not a party to any currency hedging
arrangements.

AGE OF FLEET

As of March 31, 1996 the average age of the Company's offshore
marine service fleet was approximately 14 years, whereas, at such
date, the average age of the Company's environmental service response
fleet was 27.6 years. NRC's vessels primarily operate in a "stand-by"
mode with minimal wear and, consequently, management does not consider
age to be a reliable indicator of the commercial viability of the
vessels. The Company believes that after an offshore supply vessel
has been in service for approximately 25 years, the amount of
expenditures (which typically increase with vessel age) necessary to
satisfy required marine certification standards may not be
economically justifiable. If the Company is unable to replace its
vessels at the end of their useful economic lives, the cost of new
building could materially increase the Company's capital expenditures.
There can be no assurance that the Company will be able to maintain
its fleet by extending the economic life of existing vessels or
acquiring new or used vessels, or that the Company's financial
resources will be sufficient to enable it to make capital expenditures
for such purposes.

COMPETITION

Both the Company's marine and environmental segments operate in
highly competitive industries. In addition to price, service and
reputation, the principal competitive factors for offshore supply
fleets include the existence of national flag preference, operating
conditions and intended use (all of which determine the suitability of
vessel types), complexity of maintaining logistical support and the
cost of transferring equipment from one market to another.
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<PAGE>

The principal competitive factors in the environmental services
business are price, service, reputation, experience and operating
capabilities. The Company believes that the lack of uniformity of
regulatory development and enforcement on a federal and state level
has created a lower barrier of entry in several market segments which
has increased the number of competitors. NRC faces competition in
several market segments which has increased the number of competitors.
NRC faces competition from the Marine Spill Response Corporation (a
non-profit corporation funded by the major integrated oil companies),
other industry cooperatives, and also from smaller contractors who
target specific market niches.

DIVIDENDS

The Company has not paid any cash dividends since its inception
in December 1989 and presently does not intend to pay any cash
dividends on its Common Stock in the future. Instead, the Company
intends to retain earnings for working capital and to finance the
expansion of its business operations. In addition, as a holding
company, the Company's ability to pay any cash dividends is dependent
on the earnings and cash flows of its operating subsidiaries and their
ability to make funds available to the Company. Pursuant to the terms
of the DnB Facility, the Company, without the prior written consent of
Den norske Bank A/S, is prohibited through August 31, 1996 (the
maturity date of the bridge loan portion of the DnB Facility) from
paying cash dividends in respect of the Common Stock.

LIMITATION ON FOREIGN OWNERSHIP OF COMMON STOCK

The Company is subject to the Shipping Act, 1916, as amended (the
"Shipping Act"), and the Merchant Marine Act of 1920, as amended (the
"1920 Act," and collectively with the Shipping Act, the "Acts"), which
govern, among other things, the ownership and operation of vessels
used to carry cargo between U.S. ports. The Acts require that vessels
engaged in the U.S. coastwise trade be (i) owned by U.S. citizens and
(ii) built in the U.S. For a corporation engaged in the U.S.
coastwise trade to be deemed a citizen of the U.S., (a) the
corporation must be organized under the laws of the U.S. or of a
state, territory or possession thereof, (b) each of the president or
other chief executive officer and the chairman of the board of
directors of such corporation must be U.S. citizens, (c) no more than
a minority of the number of directors of such corporation necessary to
constitute a quorum for the transaction of business can be non-U.S.
citizens and (d) at least 75% of the interest in such corporation must
be owned by U.S. "Citizens" (as defined in the Acts). Should the
Company fail to comply with the U.S. citizenship requirements of the
Acts, it would be prohibited from operating its vessels in the U.S.
coastwise trade during the period of such non-compliance.

To facilitate compliance with the Acts, the Company's Restated
Certificate of Incorporation: (i) contains provisions limiting the
aggregate percentage ownership by Foreigners of any class of the
Company's capital stock (including the Common Stock) to 22.5% of the
outstanding shares of each such class to ensure that such foreign
ownership will not exceed the maximum percentage permitted by
applicable maritime law (presently 25.0%), and authorizes the Board of
Directors, under certain circumstances, to increase the foregoing
percentage to 24.0%, (ii) requires institution of a dual stock
certification system to help determine such ownership and (iii)
permits the Board of Directors to make such determinations as
reasonably may be necessary to ascertain such ownership and implement
such limitations. In addition, the Company's By-laws provide that the
number of foreign directors shall not exceed a minority of the number
necessary to constitute a quorum for the transaction of business and
restrict any officer who is not a U.S. citizen from acting in the
absence or disability of the Chairman of the Board of Directors and
Chief Executive Officer and the President, all of whom must be U.S.
citizens. At August 21, 1996, less than 1% of the outstanding Common
Stock was owned by Foreigners.
<PAGE>
<PAGE>

USE OF PROCEEDS

The Shares are being offered hereby solely for the account of the
Selling Stockholders pursuant to certain investment and registration
rights agreements. The Company will not receive any proceeds from the
sale of the Shares. See "Selling Stockholders."

PRICE RANGE OF COMMON STOCK

SEACOR's Common Stock is traded on the NASDAQ National Market
under the trading symbol "CKOR." The following table sets forth, for
each period shown, the range of high and low sale prices of the Common
Stock on the NASDAQ National Market:

HIGH LOW
---- ---

<S> <C> <C>
Fiscal 1994 (ended December 31,
1994) 23 1/2 19 3/4
First Quarter . . . . . . .
Second Quarter . . . . . . 21 3/4 17 3/4
Third Quarter . . . . . . . 22 1/2 19 9/16
Fourth Quarter . . . . . . 22 9 /16 19 1/2

Fiscal 1995 (ended December 31,
1995) 21 1/4 18
First Quarter . . . . . . .
Second Quarter . . . . . . 24 1/2 20 5/8
Third Quarter . . . . . . . 24 1/2 22 3/4
Fourth Quarter . . . . . . 28 22 1/4

Fiscal 1996 (ending December 31,
1996) 37 1/4 26 3/8
First Quarter . . . . . . .
Second Quarter . . . . . . 51 36 1/4
Third Quarter (through
August 28, 48 1/2 47
1996) . . . . . . . . . .

</TABLE>
The last reported sale price of the Common Stock on August 28,
1996 was 47.00. The prices set forth in the above table reflect
inter-dealer prices, without any retail mark-ups, mark-downs or
commissions, and may not necessarily represent actual transactions.
As of August 21, 1996, there were approximately 80 holders of record
of the Common Stock.

DIVIDEND POLICY

SEACOR has not paid any cash dividends since its incorporation in
December 1989. SEACOR presently intends to retain earnings for
working capital and to finance the expansion of the Company's business
operations and, therefore, does not intend to pay cash dividends on
the Common Stock in the foreseeable future. In addition, as a holding
company, SEACOR's ability to pay dividends is strictly dependent on
the earnings and cash flows of its operating subsidiaries and their
ability to make funds available to the Company and is further
restricted by the terms of the DnB Facility. See "Risk Factors-
Dividends."

The payment of future cash dividends, if any, would be made only
from assets legally available therefor, and would also depend on the
Company's financial condition, results of operations, current and
anticipated capital
<PAGE>
<PAGE>

requirements, plans for expansion, restrictions under then existing
indebtedness and other factors deemed relevant by SEACOR's Board of
Directors in its sole discretion.

SELLING STOCKHOLDERS

In connection with the merger of NRC Holdings, Inc. with and into
CRN Holdings, Inc., a wholly owned subsidiary of the Company (the "NRC
Merger"), on March 14, 1995, the Company entered into an investment
and registration rights agreement on such date (the "NRC Registration
Rights Agreement"), with Miller Family Holdings, Inc. ("MFHI"),
Charles Fabrikant, Mark Miller, Donald Toenshoff, Alvin Wood,
Granville Conway and Michael Gellert. Pursuant to the NRC Registration
Rights Agreement, the Company has granted certain demand registration
rights and certain incidental or "piggyback" registration rights and has
further agreed under the NRC Registration
Rights Agreement to bear certain expenses related thereto and to
indemnify each Selling Stockholder against certain liabilities,
including liabilities arising under the federal securities laws.

Pursuant to the NRC Registration Rights Agreement, without the
prior written approval of the Company, each Selling Stockholder party
thereto has agreed not to sell, transfer or otherwise dispose of more
than 57% of the shares of Common Stock received by such Selling
Stockholder pursuant to the NRC Merger prior to March 14, 1997, the
second anniversary of such merger.

The Company has filed with the Commission under the Securities
Act, the Registration Statement of which this Prospectus forms a part
with respect to the sale by the Selling Stockholders of the Shares
from time to time on the NASDAQ National Market (or any national
securities exchange or U.S. automated inter-dealer quotation system of
a registered national securities association on which the shares are
then listed) or in privately negotiated transactions, and has agreed
to use its best efforts to keep the Registration Statement current and
effective through March 14, 1997 subject to extension in certain
circumstances, or such shorter period that will terminate when all the
shares covered by the Registration Statement have been sold.
<PAGE>
<PAGE>

The table below sets forth certain information regarding the
beneficial ownership of Common Stock by each Selling Stockholder prior
to the Offering and as adjusted to give effect to the sale of all of
the Shares offered hereby. The Shares are being registered to permit
public secondary trading of the Shares, and the Selling Stockholders
may offer the Shares for sale from time to time. See "Plan of
Distribution."

Beneficial Ownership Number of Beneficial Ownership
at August 21, 1996(1) Shares After Offering
--------------------------- -------------------------
Number Percent Covered by Number Percent
Selling Stockholders of Shares of Class this Prospectus of Shares of Class
-------------------- --------- -------- --------------- --------- --------
<S> <C> <C> <C> <C> <C>
Miller Family 160,374 1.2% 65,656 94,718 *
Holdings, Inc.(2)
c/o Miller Environmental
Group
460 Edwards Avenue
Calverton, NY 11933

Charles Fabrikant(3) 555,333 4.2% 14,778 540,555 4.1%
c/o SEACOR Holdings, Inc.
11200 Westheimer
Suite 850
Houston, TX 77042

Mark Miller(4) 26,526 * 14,778 11,748 *
c/o National Response
Corporation
446 Edwards Avenue
Calverton, NY 11933

Donald Toenshoff 5,370 * 923 4,447 *
3922 Penderview Dr.
Apt. 335
Fairfax, VA 22033

Alvin Wood 5,185 * 2,961 2,224 *
c/o National Response
Corporation
11200 Westheimer
Suite 850
Houston, TX 77042

Granville Conway(5) 125,329 * 1,477 123,852 *
c/o SEACOR Holdings, Inc.
11200 Westheimer
Suite 850
Houston, TX 77042

Windcrest Partners, L.P. (6) 208,446 1.6% 1,477 206,969 1.6%
122 East 42nd Street
New York, NY 10168
<FN>
---------------------------------
* Less than 1.0%

(1) The information contained in the table above reflects
"beneficial" ownership of the Common Stock within the meaning of
Rule 13d-3 under the Exchange Act. On August 21, 1996, the
Company had 13,097,482 shares of Common Stock outstanding, not
including 55,768 shares of Common Stock held in the Company's
treasury. Unless otherwise indicated, all shares of Common Stock
are held directly with sole voting and dispositive power.
Beneficial ownership information reflected in the table above
includes shares issuable upon the exercise of outstanding stock
options.
<PAGE>
<PAGE>

(2) In connection with the NRC Merger, MFHI exchanged 100 shares of
common stock (or 42.9% of the outstanding shares common stock) of
NRC Holdings, Inc. for 220,374 shares of the Company's Common
Stock. As of August 21, 1996, MFHI has sold 19,900 shares of
Common Stock pursuant to this Registration Statement. Messrs.
Mark Miller and James Miller, the President and Vice-Chairman,
respectively, of NRC, own an 8.2% interest and a 51.0% interest,
respectively, of MFHI.

(3) Includes 425,907 shares of Common Stock which Mr. Fabrikant may
be deemed to own through his interest in, and control of, (i)
Fabrikant International Corporation ("FIC"), the record owner of
214,464 shares of Common Stock, (ii) Fabrikant International
Profit Sharing Trust (the "Trust"), the record owner of 13,120
shares of Common Stock, and (iii) SCF Corporation ("SCF"), the
record owner of 198,323 shares of Common Stock. Mr. Fabrikant is
the President of FIC, a beneficiary of Fabrikant International
Profit Sharing Trust, and is the Chairman, Chief Executive
Officer and a 38% stockholder of SCF. Also includes 68,611 and
40,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Fabrikant on January 5, 1993 and February
8, 1994, respectively, and 7,667, 11,148 and 2,000 shares of
Common Stock received by Mr. Fabrikant as restricted stock awards
granted to Mr. Fabrikant on March 14, 1995, March 22, 1995 and
May 7, 1996, respectively. Such options may be exercised in full
or in part at any time prior to January 5, 2003 and February 8,
2004, respectively, and the restricted stock vests in three equal
and consecutive installments, commencing on the first anniversary
date of the award.

(4) Does not include 160,374 shares of Common Stock owned by MFHI, of
which Mr. Miller owns an 8.2% interest. Mr. Miller disclaims
beneficial ownership of such shares of Common Stock owned by
MFHI. Mr. Miller is a Vice President of the Company.
<PAGE>
<PAGE>

(5) Does not include (i) an aggregate of 37,531 shares of Common
Stock owned by Mr. Conway's two sons, G. Todd Conway and Bradley
L. Conway (neither of whom are minors or reside with Mr. Conway),
and (ii) 198,323 shares of Common Stock owned by SCF, in which
Mr. Conway owns an approximate 5.5% equity interest, as to which
Mr. Conway, in each case, disclaims beneficial ownership. Mr.
Conway is a director of SEACOR.

(6) Michael E. Gellert, a director of SEACOR, is one of two general
partners of Windcrest Partners, L.P. Mr. Gellert may be deemed
to be a beneficial owner of such shares. Does not include, and
Mr. Gellert disclaims beneficial ownership of, 198,323 shares of
Common Stock owned by SCF, of which Mr. Gellert is a director and
in which Windcrest Partners, L.P. owns an approximate 14% equity
interest.

</TABLE>
PLAN OF DISTRIBUTION

The Selling Stockholders have advised the Company that the Shares
may be sold from time to time by the Selling Stockholders, or their
transferees, on the NASDAQ National Market (or any national securities
exchange or U.S. automated interdealer quotation system of a
registered national securities association on which shares of Common
Stock are then listed), or in negotiated transactions or otherwise.
The Shares will not be sold in an underwritten public offering. The
Shares will be sold at prices and on terms then prevailing, at prices
related to the then-current market price of the Shares, or at
negotiated prices. The Company has been advised that the Selling
Stockholders may effect sales of the Shares directly, or indirectly by
or through agents or broker-dealers and that the Shares may be sold by
one or more of the following methods: (a) ordinary brokerage
transactions, (b) purchases by a broker-dealer as principal and resale
by such broker-dealer for its own account, and (c) in "block" sale
transactions. At the time a particular offer is made, a Prospectus
Supplement, if required, will be distributed that sets forth the name
or names of agents or broker-dealers, any commissions and other terms
constituting selling compensation and any other required information.
Moreover, in effecting sales, broker-dealers engaged by any Selling
Stockholder and/or the purchasers of the Shares may arrange for other
broker-dealers to participate in the sale process. Broker-dealers
will receive discounts or commissions from the Selling Stockholder
and/or the purchasers of the Shares in amounts which will be
negotiated prior to the time of sale. Sales will be made only through
broker-dealers registered as such in a subject jurisdiction or in
transactions exempt from such registration. The Company has not been
advised of any definitive selling arrangement at the date of this
Prospectus between any Selling Stockholder and any broker-dealer or
agent.

In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers.
In connection with such transactions, broker-dealers may engage in
short sales of the Shares in the course of hedging the positions they
assume with the Selling Stockholders. The Selling Stockholders may
also sell the Shares short and redeliver the Shares to close out the
short positions. The Selling Stockholders may also enter into option
or other transactions with broker-dealers which require the delivery
to the broker-dealer of the Shares. The Selling Stockholders may also
loan or pledge the Shares to a broker-dealer and the broker-dealer may
sell the Shares so loaned or upon a default the broker-dealer may
effect sales of the pledged shares.

Any broker or dealer participating in any distribution of Shares
in connection with the offering made hereby may be deemed to be an
"underwriter" within the meaning of the Securities Act and may be
required to deliver a copy of this Prospectus, including a Prospectus
Supplement, to any person who purchases any of the Shares from or
through such broker or dealer.
<PAGE>
<PAGE>

The Company is required under the Registration Rights Agreements
to comply with the requirements of Rule 144(c) under the Securities
Act, as such Rule may be amended from time to time (or any similar
rule or regulation hereafter adopted by the Commission), regarding the
availability of current public information to the extent required to
enable the Selling Stockholders to sell Shares without registration
under the Securities Act pursuant to Rule 144 (or any similar rule or
regulation).

Pursuant to the Registration Rights Agreements, all expenses of
registration of the Shares will be paid by the Company, including,
Commission filing fees, and expenses of compliance with state
securities or "blue sky" laws. The Selling Stockholders will be
indemnified by the Company against certain civil liabilities,
including certain liabilities arising under the Securities Act, or, to
the extent such indemnification is unavailable or otherwise limited,
will be entitled to contribution in connection therewith. The Company
will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders.

LEGAL MATTERS

The legality of the securities offered hereby will be passed upon
for the Company by Weil, Gotshal & Manges LLP.

EXPERTS

The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, the Company's Current Report on Form 8-K dated May
31, 1996 and filed with the Commission on June 7, 1996 and the
Company's Current Report on Form 8-K dated May 31, 1996 and filed with
the Commission on June 14, 1996 have been audited by Arthur Andersen
LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
<PAGE>
<PAGE>

============================== ===================================

102,050 SHARES

NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY SEACOR HOLDINGS, INC.
REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS Common Stock
PROSPECTUS AND, IF GIVEN OR --------------------
MADE, SUCH INFORMATION OR PROSPECTUS
REPRESENTATIONS MUST NOT BE --------------------
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN August __, 1996
OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF
COMMON STOCK OFFERED HEREBY,
NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO
BUY SHARES OF COMMON STOCK
BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER
THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT INFORMATION
CONTAINED HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

================

TABLE OF CONTENTS

PAGE

Available Information 2
Incorporation of Certain
Information
by Reference 3
The Company 4
Risk Factors 6
Use of Proceeds 11
Price Range of Common Stock 11
Dividend Policy 11
Selling Stockholders 12
Plan of Distribution 16
Legal Matters 17
Experts 17

============================== =====================================
<PAGE>
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The table below sets forth the expenses expected to be incurred and
borne solely by the Company in connection with the registration of the
shares of Common Stock offered hereby.

SEC Registration Fee . . . . . . . . . . . . . . . . $ 9,762.33
Legal Fees and Expenses . . . . . . . . . . . . . . . 20,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . 2,500.00
----------
Total . . . . . . . . . . . . . . . . . . $37,262.33
__________________

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

(1) As more fully described below, Section 145 of the DGCL
permits Delaware corporations to indemnify each of their present and
former directors or officers under certain circumstances, provided
that such persons acted in good faith and in a manner which they
reasonably believed to be in, or not opposed to, the best interests of
the corporation. Article Eight of the By-laws provides that the
Company shall indemnify, to the fullest extent permitted by Section
145 of the DGCL, as the same may be amended from time to time, all
persons whom it may indemnify pursuant thereto.

Specifically, Section 145 of the DGCL provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, or,
with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

Section 145 of the DGCL also provides that a corporation
may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent
of another corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and

II-1
<PAGE>
<PAGE>

only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon adjudication
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.

Any such indemnification (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth above.

Section 145 of the DGCL permits a Delaware business
corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.

(2) Section 102(b) of the DGCL enables a Delaware
corporation to include a provision in its certificate of incorporation
limiting a director's liability to the corporation or its stockholders
for monetary damages for breaches of fiduciary duty as a director.
The Certificate of Incorporation contains provisions that limit the
personal liability of each director to the Registrant or its
stockholders for monetary damages for breach of the fiduciary duty of
care as a director. These provisions eliminate personal liability to
the fullest extent permitted by the DGCL.

ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES

(a) Exhibits

2.0 Agreement and Plan of Merger, dated as of March 14,
1995, by and among SEACOR Holdings, Inc., CRN Holdings
Inc. and NRC Holdings Inc. (incorporated herein by
reference to Exhibit 2.0 to the Company's Current
Report on Form 8-K dated March 14, 1995, as amended).

2.1 Definitive Purchase Agreement, by and among Graham
Marine Inc., Edgar L. Graham, J. Clark Graham, and
Glenn A. Graham, dated September 5, 1995 (incorporated
herein by reference to Exhibit 2.0 to the Company's
Current Report on Form 8-K dated September 15, 1995).

2.2 Global Agreement, dated as of November 14, 1995, by and
among (a) Compagnie Nationale de Navigation and Feronia
International Shipping, SA and (b) SEACOR Holdings,
Inc. and the subsidiaries listed in said agreement
(incorporated herein by reference to Exhibit 2.2 of the
Company's Registration Statement on Form S-3 (No. 33-
97868) filed with the Commission on November 17, 1995,
as amended).

2.3 Agreement and Plan of Merger, dated as of May 31, 1996,
by and among SEACOR Holdings, Inc., SEACOR Enterprises,
Inc. and McCall Enterprises, Inc. (incorporated herein
by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

2.4 Agreement and Plan of Merger, dated as of May 31, 1996,
by and among SEACOR Holdings, Inc., SEACOR Support
Services, Inc. and McCall Support Vessels, Inc.
(incorporated herein by reference to Exhibit 2.2 to the
Company's Current Report on Form 8-K dated May 31, 1996
and filed with Commission on June 7, 1996).

II-2
<PAGE>
<PAGE>
2.5 Agreement and Plan of Merger, dated as of May 31, 1996,
by and among SEACOR Holdings, Inc., SEACOR N.F., Inc.
and N.F. McCall Crews, Inc. (incorporated herein by
reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

2.6 Exchange Agreement relating to McCall Crewboats,
L.L.C., dated as of May 31, 1996, by and among SEACOR
Holdings, Inc. and the persons listed on the signature
pages thereto (incorporated herein by reference to
Exhibit 2.4 to the Company's Current Report on Form 8-K
dated May 31, 1996 and filed with Commission on June 7,
1996).

2.7 Share Exchange Agreement and Plan of Reorganization
relating to Cameron Boat Rentals, Inc., dated as of May
31, 1996, by and among SEACOR Holdings, Inc., McCall
Enterprises, Inc. and the persons listed on the
signature pages thereto (incorporated herein by
reference to Exhibit 2.5 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

2.8 Share Exchange Agreement and Plan of Reorganization
relating to Philip A. McCall, Inc., dated as of May 31,
1996, by and among SEACOR Holdings, Inc., McCall
Enterprises, Inc. and the persons listed on the
signature pages thereto (incorporated herein by
reference to Exhibit 2.6 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

2.9 Share Exchange Agreement and Plan of Reorganization
relating to Cameron Crews, Inc., dated as of May 31,
1996, by and among SEACOR Holdings, Inc., McCall
Enterprises, Inc. and the persons listed on the
signature pages thereto (incorporated herein by
reference to Exhibit 2.7 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

4.0 Restated Stockholders Agreement, dated December 16,
1992, by and among the Company and the stockholders
party thereto (incorporated herein by reference to
Exhibit 10.12 of the Company's Registration Statement
on Form S-1 (No. 33-53744) filed with the Commission on
November 10, 1992, as amended).

4.1 Investment and Registration Rights Agreement, dated as
of March 14, 1995, by and among SEACOR Holdings, Inc.,
Miller Family Holdings, Inc., Charles Fabrikant, Mark
Miller, Donald Toenshoff, Alvin Wood, Granville Conway
and Michael Gellert (incorporated herein by reference
to Exhibit 4.0 of the Company's Current Report on Form
8-K dated March 14, 1995, as amended).

4.2 Investment and Registration Rights Agreement, dated as
of May 31, 1996, among SEACOR Holdings, Inc. and the
persons listed on the signature pages thereto
(incorporated herein by reference to Exhibit 10.8 to
the Company's Current Report on Form 8-K dated May 31,
1996 and filed with Commission on June 7, 1996).

5.1 Opinion of Weil, Gotshal & Manges LLP.*

10.1 Indemnification Agreement, dated as of May 31, 1996,
among all of the stockholders of McCall Enterprises,
Inc., Norman McCall, as representative of such
stockholders, and SEACOR Holdings, Inc. (incorporated
herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed
with Commission on June 7, 1996).

II-3
<PAGE>
<PAGE>

10.2 Indemnification Agreement, dated as of May 31, 1996,
among all of the stockholders of McCall Support
Vessels, Inc., Norman McCall, as representative of such
stockholders, and SEACOR Holdings, Inc. (incorporated
herein by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed
with Commission on June 7, 1996).

10.3 Indemnification Agreement, dated as of May 31, 1996,
among all of the stockholders of N.F. McCall Crews,
Inc., Norman McCall, as representative of such
stockholders, and SEACOR Holdings, Inc. (incorporated
herein by reference to Exhibit 10.3 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed
with Commission on June 7, 1996).

10.4 Indemnification Agreement, dated as of May 31, 1996,
among all of the members of McCall Crewboats, L.L.C.,
Norman McCall, as representative of such members, and
SEACOR Holdings, Inc. (incorporated herein by reference
to Exhibit 10.4 to the Company's Current Report on Form
8-K dated May 31, 1996 and filed with Commission on
June 7, 1996).

10.5 Indemnification Agreement, dated as of May 31, 1996,
among all of the stockholders of Cameron Boat Rentals,
Inc., Norman McCall, as representative of such
stockholders, and SEACOR Holdings, Inc. (incorporated
herein by reference to Exhibit 10.5 to the Company's
Current Report on Form 8-K dated May 31, 1996 and filed
with Commission on June 7, 1996).

10.6 Indemnification Agreement, dated as of May 31, 1996,
among all of the stockholders of Philip A. McCall, Inc.
and SEACOR Holdings, Inc. (incorporated herein by
reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

10.7 Indemnification Agreement, dated as of May 31, 1996,
among all of the stockholders of Cameron Crews, Inc.,
Norman McCall, as representative of such stockholders,
and SEACOR Holdings, Inc. (incorporated herein by
reference to Exhibit 10.7 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

10.8 The Master Agreement, dated as of June 6, 1996, by and
among Compagnie Nationale de Navigation, SEACOR
Holdings, Inc. and SEACOR Worldwide Inc. (incorporated
herein by reference to Exhibit 10.9 to the Company's
Quarterly Report on Form 10-Q for the period ended June
30, 1996).

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Weil, Gotshal & Manges LLP (included in its
opinion filed as Exhibit 5.1).*

24.0 Powers of Attorney.*
_________________
* Previously filed as an exhibit to this Registration Statement.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

II-4
<PAGE>
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York on August 29, 1996.

SEACOR HOLDINGS, INC.

By:/s/ Randall Blank
--------------------------------
Randall Blank
Executive Vice President,
Chief Financial Officer
and Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>

<S> <C> <C>
* Chairman of the Board of August 29, 1996
------------------
Charles Fabrikant Directors, President and
Chief Executive Officer

/s/ Randall Blank Executive Vice President, August 29, 1996
--------------------
Randall Blank Chief Financial Officer
and Secretary (Principal
Financial Officer)

* Director August 29, 1996
------------------
Granville E. Conway

* Director August 29, 1996
------------------
Michael E. Gellert
</TABLE>

II-5
<PAGE>
<PAGE>

<TABLE>

* Director August 29, 1996
-------------------------
Robert J. Pierot

* Director August 29, 1996
-------------------------
Stephen Stamas

* Director August 29, 1996
-------------------------
Richard M. Fairbanks III

* Director August 29, 1996
-------------------------
Pierre de Demandolx

* Vice President and August 29, 1996
-------------------------
Lenny P. Dantin Treasurer (Principal
Accounting Officer
and Controller)

* By: /s/ Randall Blank
----------------------
Attorney-in-fact

</TABLE>
II-6
<PAGE>
<PAGE>

EXHIBIT INDEX

Exhibit No. Description Page No.
----------- ----------- --------

2.5 Agreement and Plan of Merger, dated as of May 31, 1996,
by and among SEACOR Holdings, Inc., SEACOR N.F., Inc.
and N.F. McCall Crews, Inc. (incorporated herein by
reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

II-7
<PAGE>
<PAGE>
2.9 Share Exchange Agreement and Plan of Reorganization
relating to Cameron Crews, Inc., dated as of May 31,
1996, by and among SEACOR Holdings, Inc., McCall
Enterprises, Inc. and the persons listed on the
signature pages thereto (incorporated herein by
reference to Exhibit 2.7 to the Company's Current
Report on Form 8-K dated May 31, 1996 and filed with
Commission on June 7, 1996).

5.1 Opinion of Weil, Gotshal & Manges LLP.*

II-8<PAGE>
<PAGE>

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Weil, Gotshal & Manges LLP (included in its
opinion filed as Exhibit 5.1).*

24.0 Powers of Attorney.*

_________________
* Previously filed as an exhibit to this Registration Statement.

II-9

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference into this Post-Effective Amendment
No. 1 to the Registration Statement (No. 333-03534) of SEACOR
Holdings, Inc. of our reports dated February 20, 1996, included
in SEACOR Holdings, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1995,June 7, 1996 included in SEACOR's
Current Report on Form 8-K dated May 31, 1996 filed on June 7,
1996 and May 10, 1996 included in SEACOR's Current Report on Form
8-K dated May 31, 1996 filed on June 14, 1996, and to all
references to our Firm included in this Post-Effective
Amendment No. 1 to the Registration Statement.

Arthur Andersen LLP

New Orleans, Louisiana
August 29, 1996