Sec Form 4 Filing - WAITE ANDREW L @ OIL STATES INTERNATIONAL, INC - 2006-08-08

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 WAITE ANDREW L 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 _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) 333 CLAY STREET, SUITE 4620 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2006 (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 08/08/2006 M 1,313 A $ 9 28,063 D Common Stock 08/08/2006 S 681 D $ 31.45 27,382 D Common Stock 08/09/2006 M 3,687 A $ 9 31,069 D Common Stock 08/09/2006 S 1,902 D $ 31.5 29,167 D Common Stock 08/09/2006 M 5,000 A $ 11.65 34,167 D Common Stock 08/09/2006 S 2,847 D $ 31.5 31,320 D Common Stock 08/09/2006 M 5,000 A $ 13 36,320 D Common STock 08/09/2006 S 3,006 D $ 31.5 33,314 D Common Stock 08/09/2006 M 5,000 A $ 14.39 38,314 D Common Stock 08/09/2006 S 3,171 D $ 31.5 35,143 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 Option (Right to Purchase) $ 9 08/08/2006 X 1,313 ( 1 ) ( 5 ) Common Stock 1,313 $ 0 18,687 D Common Stock Option (Right to Purchase) $ 9 08/09/2006 X 3,687 ( 1 ) ( 5 ) Common Stock 3,687 $ 0 15,000 D Common Stock Option (Right to Purchase) $ 11.65 08/09/2006 X 5,000 ( 2 ) ( 5 ) Common Stock 5,000 $ 0 10,000 D Common Stock Option (Right to Purchase) $ 13 08/09/2006 X 5,000 ( 3 ) ( 5 ) Common Stock 5,000 $ 0 5,000 D Common Stock Option (Right to Purchase) $ 14.39 08/09/2006 X 5,000 ( 4 ) ( 5 ) Common Stock 5,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WAITE ANDREW L 333 CLAY STREET, SUITE 4620 HOUSTON, TX77002 Former Director Signatures Robert W. Hampton, Pursuant to Power of Attorney 08/10/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock option awarded on 2/8/2001 that vested in four equal annual installments beginning 2/8/2002. ( 2 )Stock option awarded on 5/12/2002 that vested in four equal annual installments beginning 5/12/2003. ( 3 )Stock option awarded on 5/13/2003 were scheduled to vest in four equal annual installments begining 5/13/2004. Vesting was accelerated for all of Mr. Waite's unvested options on May 18, 2006. ( 4 )Stock option awarded on 5/18/2004 were scheduled to vest in four equal annual installments beginning 5/18/2005.Vesting was accelerated for all of Mr. Waite's unvested options on May 18, 2006. ( 5 )Options scheduled to expire 90 days after Mr. Waite left the Company's Board of Directors, or August 16, 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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