OCEANEERING INTERNATIONAL INC - Director's Dealing 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2007-05-14

Reporting Person: HUGHES D MICHAEL (Director)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-14	Common Stock	S	700	$48.39	Disposed	77455	Direct
2007-05-14	Common Stock	S	943	$48.40	Disposed	76512	Direct
2007-05-14	Common Stock	S	800	$48.41	Disposed	75712	Direct
2007-05-14	Common Stock	S	2000	$48.42	Disposed	73712	Direct
2007-05-14	Common Stock	S	2900	$48.43	Disposed	70812	Direct
2007-05-14	Common Stock	S	5000	$48.44	Disposed	65812	Direct
2007-05-14	Common Stock	S	2300	$48.45	Disposed	63512	Direct
2007-05-14	Common Stock	S	4722	$48.46	Disposed	58790	Direct
2007-05-14	Common Stock	S	3000	$48.47	Disposed	55790	Direct
2007-05-14	Common Stock	S	778	$48.48	Disposed	55012	Direct
2007-05-14	Common Stock	S	2600	$48.49	Disposed	52412	Direct
2007-05-14	Common Stock	S	300	$48.50	Disposed	52112	Direct
2007-05-14	Common Stock	S	500	$48.51	Disposed	51612	Direct
2007-05-14	Common Stock	S	600	$48.52	Disposed	51012	Direct
2007-05-14	Common Stock	S	1000	$48.53	Disposed	50012	Direct
2007-05-14	Common Stock	S	900	$48.54	Disposed	49112	Direct
2007-05-14	Common Stock	S	1500	$48.55	Disposed	47612	Direct
2007-05-14	Common Stock	S	1100	$48.57	Disposed	46512	Direct
2007-05-14	Common Stock	S	1400	$48.58	Disposed	45112	Direct
2007-05-14	Common Stock	S	600	$48.59	Disposed	44512	Direct
2007-05-14	Common Stock	S	1300	$49.07	Disposed	43212	Direct

F1: Thirty (30) transactions were filed on the first Form 4, the remaining twenty-one (21) transactions are filed on this second Form 4.

F2: Also owns 35,860 of common stock equivalent in 401(k) plan - Indirect.