OCEANEERING INTERNATIONAL INC — Director's Dealing 2007

May 15, 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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-14	Common Stock	M	4000	$5.38	Acquired	47212	Direct
2007-05-14	Common Stock	M	20000	$13.94	Acquired	67212	Direct
2007-05-14	Common Stock	M	20000	$16.055	Acquired	87212	Direct
2007-05-14	Common Stock	M	20000	$16.895	Acquired	107212	Direct
2007-05-14	Common Stock	S	3200	$48.00	Disposed	104012	Direct
2007-05-14	Common Stock	S	100	$48.02	Disposed	103912	Direct
2007-05-14	Common Stock	S	100	$48.03	Disposed	103812	Direct
2007-05-14	Common Stock	S	200	$48.06	Disposed	103612	Direct
2007-05-14	Common Stock	S	1400	$48.07	Disposed	102212	Direct
2007-05-14	Common Stock	S	600	$48.08	Disposed	101612	Direct
2007-05-14	Common Stock	S	100	$48.11	Disposed	101512	Direct
2007-05-14	Common Stock	S	500	$48.12	Disposed	101012	Direct
2007-05-14	Common Stock	S	200	$48.13	Disposed	100812	Direct
2007-05-14	Common Stock	S	1600	$48.15	Disposed	99212	Direct
2007-05-14	Common Stock	S	200	$48.16	Disposed	99012	Direct
2007-05-14	Common Stock	S	200	$48.17	Disposed	98812	Direct
2007-05-14	Common Stock	S	100	$48.18	Disposed	98712	Direct
2007-05-14	Common Stock	S	800	$48.19	Disposed	97912	Direct
2007-05-14	Common Stock	S	900	$48.20	Disposed	97012	Direct
2007-05-14	Common Stock	S	1200	$48.21	Disposed	95812	Direct
2007-05-14	Common Stock	S	100	$48.23	Disposed	95712	Direct
2007-05-14	Common Stock	S	400	$48.24	Disposed	95312	Direct
2007-05-14	Common Stock	S	2100	$48.25	Disposed	93212	Direct
2007-05-14	Common Stock	S	600	$48.31	Disposed	92612	Direct
2007-05-14	Common Stock	S	200	$48.32	Disposed	92412	Direct
2007-05-14	Common Stock	S	700	$48.34	Disposed	91712	Direct
2007-05-14	Common Stock	S	1757	$48.35	Disposed	89955	Direct
2007-05-14	Common Stock	S	1900	$48.36	Disposed	88055	Direct
2007-05-14	Common Stock	S	4800	$48.37	Disposed	83255	Direct
2007-05-14	Common Stock	S	5100	$48.38	Disposed	78155	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-14	Director Stock Option (Right-to-buy_	$5.38	M	4000	Disposed	2007-08-19	Common Stock (4000)	Direct
2007-05-14	Director Stock Option (Right -to-buy)	$13.94	M	20000	Disposed	2008-06-01	Common Stock (20000)	Direct
2007-05-14	Director Stock Option (Right-to-buy)	$16.055	M	20000	Disposed	2009-05-31	Common Stock (20000)	Direct
2007-05-14	Director Stock Option (Right to Buy)	$16.895	M	20000	Disposed	2012-05-09	Common Stock (20000)	Direct

Footnotes

F1: More than thirty (30) transactions have occured on this Form 4. A second Form 4 will be filed for the twenty-one (21) remaining transactions.