OCEANEERING INTERNATIONAL INC — Director's Dealing 2007

May 16, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2007-05-15

Reporting Person: HUFF JOHN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-15	Common Stock	M	25000	$18.635	Acquired	429000	Direct
2007-05-15	Common Stock	S	400	$48.32	Disposed	428600	Direct
2007-05-15	Common Stock	S	2700	$48.35	Disposed	425900	Direct
2007-05-15	Common Stock	S	3800	$48.37	Disposed	422100	Direct
2007-05-15	Common Stock	S	300	$48.40	Disposed	421800	Direct
2007-05-15	Common Stock	S	300	$48.46	Disposed	421500	Direct
2007-05-15	Common Stock	S	200	$48.47	Disposed	421300	Direct
2007-05-15	Common Stock	S	1000	$48.49	Disposed	420300	Direct
2007-05-15	Common Stock	S	700	$48.50	Disposed	419600	Direct
2007-05-15	Common Stock	S	1300	$48.51	Disposed	418300	Direct
2007-05-15	Common Stock	S	1300	$48.52	Disposed	417000	Direct
2007-05-15	Common Stock	S	500	$48.53	Disposed	416500	Direct
2007-05-15	Common Stock	S	500	$48.54	Disposed	416000	Direct
2007-05-15	Common Stock	S	1800	$48.55	Disposed	414200	Direct
2007-05-15	Common Stock	S	700	$48.56	Disposed	413500	Direct
2007-05-15	Common Stock	S	2200	$48.57	Disposed	411300	Direct
2007-05-15	Common Stock	S	900	$48.58	Disposed	410400	Direct
2007-05-15	Common Stock	S	200	$48.59	Disposed	410200	Direct
2007-05-15	Common Stock	S	11000	$48.60	Disposed	399200	Direct
2007-05-15	Common Stock	S	900	$48.61	Disposed	398300	Direct
2007-05-15	Common Stock	S	900	$48.62	Disposed	397400	Direct
2007-05-15	Common Stock	S	1500	$48.63	Disposed	395900	Direct
2007-05-15	Common Stock	S	1100	$48.64	Disposed	394800	Direct
2007-05-15	Common Stock	S	6000	$48.65	Disposed	388800	Direct
2007-05-15	Common Stock	S	400	$48.66	Disposed	388400	Direct
2007-05-15	Common Stock	S	3100	$48.67	Disposed	385300	Direct
2007-05-15	Common Stock	S	900	$48.68	Disposed	384400	Direct
2007-05-15	Common Stock	S	2200	$48.69	Disposed	382200	Direct
2007-05-15	Common Stock	S	8100	$48.70	Disposed	374100	Direct
2007-05-15	Common Stock	S	1100	$48.71	Disposed	373000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-15	Employee Stock Option (Right-to-buy)	$18.635	M	25000	Disposed	2009-12-26	Common Stock (25000)	Direct

Footnotes

F1: More than thirty (30) transactions have occured on this Form 4. A second Form 4 will be filed for the seven (7) remaining transactions.