Sec Form 4 Filing - ZACHARY JOHN L @ OCEANEERING 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 ZACHARY JOHN L 2. Issuer Name and Ticker or Trading Symbol OCEANEERING INTERNATIONAL INC [ OII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Controller (Last) (First) (Middle) 11911 FM 539 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2006 (Street) HOUSTON, TX77041 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 S 2,000 D $ 42.1 29,400 ( 1 ) D Common Stock 08/08/2006 S 2,000 D $ 42.12 27,400 ( 1 ) D Common Stock 08/08/2006 S 2,000 D $ 42.15 25,400 ( 1 ) D Common Stock 08/08/2006 S 2,000 D $ 42.17 23,400 ( 1 ) D Common Stock 08/08/2006 S 600 D $ 42.2 22,800 ( 1 ) D Common Stock 08/08/2006 S 1,000 D $ 42.22 21,800 ( 1 ) ( 2 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZACHARY JOHN L 11911 FM 539 HOUSTON, TX77041 Controller Signatures George R. Haubenreich, Jr., Attorney-in-Fact for John L. Zachary 08/08/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 11, 2006, OII declared a two-for-one stock split by means of astock dividend payable on June 16, 2006 to all holders of record ofcommon stock on May 25, 2006, of one share of common stock for eachshare of common stock outstanding resulting in Mr. Zachary's beneficial ownership of 15,700 additional shares of common stock. ( 2 )Also owns 1,356 of Common Stock equivalent in 401(k) plan - Indirect

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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