Sec Form 4 Filing - SIMMONS L E @ OIL STATES INTERNATIONAL, INC - 2006-12-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SIMMONS L E 2. Issuer Name and Ticker or Trading Symbol OIL STATES INTERNATIONAL, INC [ OIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of Group (Last) (First) (Middle) 600 TRAVIS, SUITE 6600 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2006 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/28/2006 G( 1 ) 11,000 D $ 0 235,816 D Common Stock 3,139 I By L.E. Simmons & Associates, Inc. ( 2 ) Common Stock 64,342 I By LESFP, Ltd. ( 2 ) Common Stock 234,290 I By SCF-II, L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIMMONS L E 600 TRAVIS SUITE 6600 HOUSTON, TX77002 X Member of Group SCF II LP 600 TRAVIS STE 6600 C/O SCF PARTNERS HOUSTON, TX77002 Member of Group Signatures L.E. Simmons 01/11/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a donation of these shares to The Kinkaid School. ( 2 )The reporting person is sole stockholder and director of L.E. Simmons & Associates, Inc., a Delaware corporation (LESA), which is the sole general partner of SCF-II LP (SCF-II), a Delaware limited partnership. The reporting person also controls LESFP LTD (LESFP), a Delaware limited partnership. Based on the reporting person's affiliation with SCF-II, LESFP and LESA (collectively the "Related Entities"), the reporting person may be deemed to beneficially own all of the shares of common stock of the Issuer beneficially owned or deemed to be beneficially owned by the Related Entities.

Remarks: L.E. Simmons is signing for himself, as the designated filer, as well as in his capacity as attorney-in-fact for LESA, LESFP and SCF-II.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.