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	M	20000	$16.055	Acquired	36000	Direct
2007-05-14	Common Stock	S	400	$48.21	Disposed	35600	Direct
2007-05-14	Common Stock	S	500	$48.30	Disposed	35100	Direct
2007-05-14	Common Stock	S	350	$48.31	Disposed	34750	Direct
2007-05-14	Common Stock	S	350	$48.32	Disposed	34400	Direct
2007-05-14	Common Stock	S	300	$48.33	Disposed	34100	Direct
2007-05-14	Common Stock	S	800	$48.35	Disposed	33300	Direct
2007-05-14	Common Stock	S	200	$48.36	Disposed	33100	Direct
2007-05-14	Common Stock	S	200	$48.37	Disposed	32900	Direct
2007-05-14	Common Stock	S	400	$48.38	Disposed	32500	Direct
2007-05-14	Common Stock	S	200	$48.40	Disposed	32300	Direct
2007-05-14	Common Stock	S	100	$48.41	Disposed	32200	Direct
2007-05-14	Common Stock	S	100	$48.42	Disposed	32100	Direct
2007-05-14	Common Stock	S	2100	$48.43	Disposed	30000	Direct
2007-05-14	Common Stock	S	1200	$48.44	Disposed	28800	Direct
2007-05-14	Common Stock	S	1000	$48.45	Disposed	27800	Direct
2007-05-14	Common Stock	S	200	$48.46	Disposed	27600	Direct
2007-05-14	Common Stock	S	200	$48.47	Disposed	27400	Direct
2007-05-14	Common Stock	S	100	$48.48	Disposed	27300	Direct
2007-05-14	Common Stock	S	1100	$48.49	Disposed	26200	Direct
2007-05-14	Common Stock	X	1400	$48.50	Disposed	24800	Direct
2007-05-14	Common Stock	S	400	$48.51	Disposed	24400	Direct
2007-05-14	Common Stock	S	200	$48.53	Disposed	24200	Direct
2007-05-14	Common Stock	S	400	$48.54	Disposed	23800	Direct
2007-05-14	Common Stock	S	200	$48.56	Disposed	23600	Direct
2007-05-14	Common Stock	S	800	$48.57	Disposed	22800	Direct
2007-05-14	Common Stock	S	1100	$48.58	Disposed	21700	Direct
2007-05-14	Common Stock	S	2000	$48.59	Disposed	19700	Direct
2007-05-14	Common Stock	S	900	$48.61	Disposed	18800	Direct
2007-05-14	Common Stock	S	200	$48.62	Disposed	18600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-14	Director Stock Option (Right-to-buy)	$16.055	M	20000	Disposed	2009-05-31	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 five (5) remaining transactions.