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: PAPPAS HARRIS J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-15	Common Stock	M	20000	$13.45	Acquired	44390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-15	Director Stock Option (Right-to-buy)	$13.45	M	20000	Disposed	2007-06-30	Common Stock (20000)	Direct