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: DESROCHE JEROLD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-14	Common Stock	S	800	$48.63	Disposed	17800	Direct
2007-05-14	Common Stock	S	200	$48.65	Disposed	17600	Direct
2007-05-14	Common Stock	S	100	$48.68	Disposed	17500	Direct
2007-05-14	Common Stock	S	500	$48.69	Disposed	17000	Direct
2007-05-14	Common Stock	S	1000	$48.71	Disposed	16000	Direct

Footnotes

F1: Thirty (30) transactions were filed on the first Form 4, the remaining five (5) are filed on this second Form 4.