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: COLLINS T JAY (Director, President, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-10	Common Stock	S	2100	$64.08	Disposed	195600	Direct
2007-08-10	Common Stock	S	1300	$64.09	Disposed	194300	Direct
2007-08-10	Common Stock	S	1100	$64.10	Disposed	193200	Direct
2007-08-10	Common Stock	S	600	$64.12	Disposed	192600	Direct
2007-08-10	Common Stock	S	1500	$64.13	Disposed	191100	Direct
2007-08-10	Common Stock	S	700	$64.14	Disposed	190400	Direct
2007-08-10	Common Stock	S	2000	$64.15	Disposed	188400	Direct
2007-08-10	Common Stock	S	700	$64.16	Disposed	187700	Direct
2007-08-10	Common Stock	S	100	$64.17	Disposed	187600	Direct
2007-08-10	Common Stock	S	1700	$64.18	Disposed	185900	Direct
2007-08-10	Common Stock	S	100	$64.19	Disposed	185800	Direct
2007-08-10	Common Stock	S	3200	$64.20	Disposed	182600	Direct
2007-08-10	Common Stock	S	300	$64.21	Disposed	182300	Direct
2007-08-10	Common Stock	S	200	$64.22	Disposed	182100	Direct
2007-08-10	Common Stock	S	400	$64.23	Disposed	181700	Direct
2007-08-10	Common Stock	S	200	$64.24	Disposed	181500	Direct
2007-08-10	Common Stock	S	400	$64.25	Disposed	181100	Direct
2007-08-10	Common Stock	S	600	$64.27	Disposed	180500	Direct
2007-08-10	Common Stock	S	1100	$64.29	Disposed	179400	Direct
2007-08-10	Common Stock	G	14350	—	Disposed	165050	Direct
2007-05-15	Common Stock	G	650	—	Disposed	164400	Direct

Footnotes

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

F2: The reported transaction involved a transfer of securities by gift for which no payment of consideration was received by the reporting person.