OCEANEERING INTERNATIONAL INC — Director's Dealing 2007

Aug 14, 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: MCEVOY M KEVIN (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-10	Common Stock	S	1600	$64.33	Disposed	78500	Direct
2007-08-10	Common Stock	S	100	$64.35	Disposed	78400	Direct
2007-08-10	Common Stock	S	100	$64.40	Disposed	78300	Direct
2007-08-10	Common Stock	S	200	$64.41	Disposed	78100	Direct
2007-08-10	Common Stock	S	100	$64.43	Disposed	78000	Direct

Footnotes

F1: Thirty (30) transactions were filed on the first Form 4, the remaining transactions are filed on this second Form 4.

F2: Also owns 9,713 shares of common stock equivalent in 401(k) plan - (indirect)