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: HOOKER DAVID S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-14	Common Stock	M	20000	$13.45	Acquired	36000	Direct
2007-05-14	Common Stock	M	10000	$13.94	Acquired	46000	Direct
2007-05-14	Common Stock	S	100	$48.80	Disposed	45900	Direct
2007-05-14	Common Stock	S	100	$48.81	Disposed	45800	Direct
2007-05-14	Common Stock	S	300	$48.84	Disposed	45500	Direct
2007-05-14	Common Stock	S	400	$48.85	Disposed	45100	Direct
2007-05-14	Common Stock	S	500	$48.86	Disposed	44600	Direct
2007-05-14	Common Stock	S	100	$48.87	Disposed	44500	Direct
2007-05-14	Common Stock	S	1129	$48.93	Disposed	43371	Direct
2007-05-14	Common Stock	S	371	$48.94	Disposed	43000	Direct
2007-05-14	Common Stock	S	6200	$49.00	Disposed	36800	Direct
2007-05-14	Common Stock	S	1500	$49.01	Disposed	35300	Direct
2007-05-14	Common Stock	S	2496	$49.02	Disposed	32804	Direct
2007-05-14	Common Stock	S	1000	$49.03	Disposed	31804	Direct
2007-05-14	Common Stock	S	800	$49.04	Disposed	31004	Direct
2007-05-14	Common Stock	S	300	$49.05	Disposed	30704	Direct
2007-05-14	Common Stock	S	800	$49.06	Disposed	29904	Direct
2007-05-14	Common Stock	S	1404	$49.07	Disposed	28500	Direct
2007-05-14	Common Stock	S	1000	$49.08	Disposed	27500	Direct
2007-05-14	Common Stock	S	100	$49.09	Disposed	27400	Direct
2007-05-14	Common Stock	S	2300	$49.10	Disposed	25100	Direct
2007-05-14	Common Stock	S	2200	$49.11	Disposed	22900	Direct
2007-05-14	Common Stock	S	100	$49.12	Disposed	22800	Direct
2007-05-14	Common Stock	S	100	$49.13	Disposed	22700	Direct
2007-05-14	Common Stock	S	900	$49.15	Disposed	21800	Direct
2007-05-14	Common Stock	S	700	$49.16	Disposed	21100	Direct
2007-05-14	Common Stock	S	600	$49.17	Disposed	20500	Direct
2007-05-14	Common Stock	S	1100	$49.18	Disposed	19400	Direct
2007-05-14	Common Stock	S	400	$49.20	Disposed	19000	Direct
2007-05-14	Common Stock	S	300	$49.21	Disposed	18700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-14	Director Stock Option (Right-to-buy)	$13.45	M	20000	Disposed	2007-06-30	Common Stock (20000)	Direct
2007-05-14	Director Stock Option (Right-to-buy)	$13.94	M	10000	Disposed	2008-06-01	Common Stock (10000)	Direct

Footnotes

F1: More than thirty (30) transactions have occured on this Form 4. A second Form 4 will be filed for the seventeen (17) remaining transactions.