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OCEANEERING INTERNATIONAL INC Director's Dealing 2007

Jun 27, 2007

31505_dirs_2007-06-27_daa36c0b-28af-48d7-b69c-ffa76d048863.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2007-06-26

Reporting Person: HUGHES D MICHAEL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-06-26	Common Stock	S	5882	$51.20	Disposed	72998	Direct
2007-06-26	Common Stock	S	2098	$51.21	Disposed	70900	Direct
2007-06-26	Common Stock	S	200	$51.25	Disposed	70700	Direct
2007-06-26	Common Stock	S	5000	$51.75	Disposed	65700	Direct
2007-06-26	Common Stock	S	5668	$52.00	Disposed	60032	Direct
2007-06-27	Common Stock	S	6820	$51.15	Disposed	53212	Direct
2007-06-27	Common Stock	S	5000	$51.20	Disposed	48212	Direct
2007-06-27	Common Stock	S	5000	$51.25	Disposed	43212	Direct
2007-06-27	Common Stock	S	15766	$51.35	Disposed	27.446	Direct
2007-06-27	Common Stock	S	300	$51.36	Disposed	27146	Direct
2007-06-27	Common Stock	S	646	$51.38	Disposed	26500	Direct
2007-06-27	Common Stock	S	200	$51.42	Disposed	26300	Direct
2007-06-27	Common Stock	S	300	$51.43	Disposed	26000	Direct
2007-06-27	Common Stock	S	300	$51.44	Disposed	25700	Direct
2007-06-27	Common Stock	S	8300	$51.45	Disposed	17400	Direct
2007-06-27	Common Stock	S	100	$51.48	Disposed	17300	Direct
2007-06-27	Common Stock	S	700	$51.49	Disposed	16600	Direct

Footnotes

F1: Includes 35,668 shares previously owned indirectly through the OII 401(k) plan.