Sec Form 4 Filing - SLATOR SANDY @ OIL STATES INTERNATIONAL, INC - 2006-06-23

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

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1. Name and Address of Reporting Person SLATOR SANDY 2. Issuer Name and Ticker or Trading Symbol OIL STATES INTERNATIONAL, INC [ OIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Well Site Services (Last) (First) (Middle) 333 CLAY STREET, SUITE, 4620 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2006 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 06/23/2006 M 50,000 A $ 9 51,450 D Common Stock 06/23/2006 M 32,500 A $ 8 83,950 D Common Stock 06/23/2006 M 22,500 A $ 11.49 106,450 D Common Stock 06/23/2006 M 15,000 A $ 13.7 121,450 D Common Stock 06/23/2006 M 3,750 A $ 21.08 125,200 D Common Stock 03/31/2006 J( 7 ) 1,087 D $ 0 124,113 D

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 Common Stock (Right to Purchase) $ 9 06/23/2006 X 50,000 ( 1 ) 02/08/2011 Common Stock 50,000 $ 0 107,500 D Common Stock (Right to Purchase) $ 8 06/23/2006 X 32,500 ( 2 ) 02/11/2012 Common Stock 32,500 $ 0 75,000 D Common Stock (Right to Purchase $ 11.49 06/23/2006 X 22,500 ( 3 ) 02/25/2013 Common Stock 22,500 $ 0 52,500 D Common Stock (Right to Purchase) $ 13.7 06/23/2006 X 15,000 ( 4 ) 02/26/2010 Common Stock 15,000 $ 0 37,500 D Common Stock (Right to Purchase) $ 21.08 06/23/2006 X 3,750 ( 5 ) 02/24/2011 Common Stock 3,750 $ 0 33,750 D Common Stock (Right to Purchase $ 0 03/31/2006 J( 6 ) 33,750 ( 6 ) 03/31/2006 Common Stock 33,750 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SLATOR SANDY 333 CLAY STREET SUITE, 4620 HOUSTON, TX77002 VP Well Site Services Signatures Robert W. Hampton, Pursuant to Power of Attorney 06/23/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award of 2/8/2001 that vested in four equal annual installments beginning 2/8/2002. ( 2 )Award of 2/11/2002 that vested in four equal annual installments beginning 2/11/2003. ( 3 )Award of 2/25/2003 that vest in four equal annual installments begining 2/25/2004. ( 4 )Award of 2/26/2004 that vest in four equal annual installments beginning 2/26/2005. ( 5 )Award of 2/24/2005 that vest in four equal annual installments beginning 2/24/2006. ( 6 )Options cancelled upon Mr.Slator's retirement effective March 31, 2006. Options had various expiration dates. ( 7 )Restricted stock award shares cancelled upon Mr.Slator's retirement effective March 31, 2006.

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).

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