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	12400	$63.75	Disposed	101600	Direct
2007-08-10	Common Stock	S	200	$63.77	Disposed	101400	Direct
2007-08-10	Common Stock	S	1000	$63.80	Disposed	100400	Direct
2007-08-10	Common Stock	S	1700	$63.82	Disposed	98700	Direct
2007-08-10	Common Stock	S	1200	$63.83	Disposed	97500	Direct
2007-08-10	Common Stock	S	100	$63.87	Disposed	97400	Direct
2007-08-10	Common Stock	S	800	$63.92	Disposed	96600	Direct
2007-08-10	Common Stock	S	400	$63.94	Disposed	96200	Direct
2007-08-10	Common Stock	S	200	$63.95	Disposed	96000	Direct
2007-08-10	Common Stock	S	400	$63.96	Disposed	95600	Direct
2007-08-10	Common Stock	S	200	$63.97	Disposed	95400	Direct
2007-08-10	Common Stock	S	200	$63.99	Disposed	95200	Direct
2007-08-10	Common Stock	S	3900	$64.00	Disposed	91300	Direct
2007-08-10	Common Stock	S	200	$64.01	Disposed	91100	Direct
2007-08-10	Common Stock	S	100	$64.03	Disposed	91000	Direct
2007-08-10	Common Stock	S	100	$64.04	Disposed	90900	Direct
2007-08-10	Common Stock	S	100	$64.05	Disposed	90800	Direct
2007-08-10	Common Stock	S	700	$64.06	Disposed	90100	Direct
2007-08-10	Common Stock	S	1500	$64.07	Disposed	88600	Direct
2007-08-10	Common Stock	S	200	$64.15	Disposed	88400	Direct
2007-08-10	Common Stock	S	2400	$64.16	Disposed	86000	Direct
2007-08-10	Common Stock	S	1000	$64.17	Disposed	85000	Direct
2007-08-10	Common Stock	S	100	$64.20	Disposed	84900	Direct
2007-08-10	Common Stock	S	900	$64.22	Disposed	84000	Direct
2007-08-10	Common Stock	S	900	$64.24	Disposed	83100	Direct
2007-08-10	Common Stock	S	1200	$64.26	Disposed	81900	Direct
2007-08-10	Common Stock	S	800	$64.27	Disposed	81100	Direct
2007-08-10	Common Stock	S	100	$64.28	Disposed	81100	Direct
2007-08-10	Common Stock	S	800	$64.29	Disposed	80300	Direct
2007-08-10	Common Stock	S	100	$64.30	Disposed	80200	Direct

Footnotes

F1: More than thirty (30) transactions are reported. A second Form 4 will be filed for additional transactions.