OCEANEERING INTERNATIONAL INC - Director's Dealing 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2007-08-10

Reporting Person: MIGURA MARVIN J (Sr VP; CFO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-10	Common Stock	S	9690	$64.50	Disposed	98310	Direct
2007-08-10	Common Stock	S	10	$64.5001	Disposed	98300	Direct
2007-08-10	Common Stock	S	2507	$64.51	Disposed	95793	Direct
2007-08-10	Common Stock	S	1500	$64.5101	Disposed	94293	Direct
2007-08-10	Common Stock	S	893	$64.52	Disposed	93400	Direct
2007-08-10	Common Stock	S	400	$64.53	Disposed	93000	Direct
2007-08-10	Common Stock	S	550	$64.5301	Disposed	92450	Direct
2007-08-10	Common Stock	S	250	$64.54	Disposed	92200	Direct
2007-08-10	Common Stock	S	1850	$64.55	Disposed	90350	Direct
2007-08-10	Common Stock	S	550	$64.56	Disposed	89800	Direct
2007-08-10	Common Stock	S	850	$64.57	Disposed	88950	Direct
2007-08-10	Common Stock	S	300	$64.58	Disposed	88650	Direct
2007-08-10	Common Stock	S	1242	$64.59	Disposed	87408	Direct
2007-08-10	Common Stock	S	300	$64.60	Disposed	87108	Direct
2007-08-10	Common Stock	S	550	$64.61	Disposed	86558	Direct
2007-08-10	Common Stock	S	800	$64.62	Disposed	85758	Direct
2007-08-10	Common Stock	S	108	$64.63	Disposed	85650	Direct
2007-08-10	Common Stock	S	50	$64.64	Disposed	85600	Direct
2007-08-10	Common Stock	S	100	$64.65	Disposed	85500	Direct
2007-08-10	Common Stock	S	50	$64.66	Disposed	85450	Direct
2007-08-10	Common Stock	S	600	$64.69	Disposed	84850	Direct
2007-08-10	Common Stock	S	250	$64.70	Disposed	84600	Direct
2007-08-10	Common Stock	S	11400	$65.00	Disposed	73200	Direct

F1: Arithmetic error in total on Form 4 filed on 08/06/2005 is corrected in this Form 4 (120 shares). All transactions reported accurately.