Sec Form 4 Filing - Kensico Associates, L.P. @ SEACOR HOLDINGS INC /NEW/ - 2008-11-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kensico Associates, L.P. 2. Issuer Name and Ticker or Trading Symbol SEACOR HOLDINGS INC /NEW/ [ CKH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT, 55 RAILROAD AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2008 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/06/2008 S 18,900 D $ 67.54 557,040 D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kensi co Associates, L.P. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH, CT06830 X Kensico Capital, LLC C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH, CT06830 X Lowenstein Michael Bernard C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH, CT06830 X Coleman Thomas Jason C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH, CT06830 X Signatures /s/ Michael Bernard Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Associates, L.P. 11/10/2008 Signature of Reporting Person Date /s/ Michael Bernard Lowenstein, Managing Member of Kensico Capital, L.L.C. 11/10/2008 Signature of Reporting Person Date /s/ Michael Bernard Lowenstein 11/10/2008 Signature of Reporting Person Date /s/ Thomas Jason Coleman 11/10/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported as directly beneficially owned by Kensico Associates, L.P. may be deemed to be indirectly beneficially owned by Kensico Capital, L.L.C., Thomas Jason Coleman and Michael Bernard Lowenstein. Michael Bernard Lowenstein and Thomas Jason Coleman are managing members of Kensico Capital, L.L.C., which is the sole general partner of Kensico Associates, L.P. Pursuant to Instruction 4b)(iv) of Form 4, Kensico Capital, L.L.C., Thomas Jason Coleman and Michael Bernard Lowenstein have elected to report as indirectly beneficially owned the entire number of securities owned by Kensico Associates, L.P. but each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed its or his pecuniary interest therein and/or that are not actually distributed to it or him.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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