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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 31, 2005
Date of Report (Date of earliest event reported):
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-10945   95-2628227
         
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
11911 FM 529
Houston, TX 		  77041
     
(Address of principal executive offices)   (Zip Code)
(713) 329-4500
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 2.02. Results of Operations and Financial Condition.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Press Release

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Item 2.02. Results of Operations and Financial Condition.
On October 31, 2005, we issued a press release announcing our earnings for the third quarter and first nine months of 2005. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
The following is being furnished as an exhibit to this report.
         
Exhibit 99.1
  Press Release of Oceaneering International, Inc., dated October 31, 2005    

 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    OCEANEERING INTERNATIONAL, INC.    
 
            
  By:   /s/ MARVIN J. MIGURA    
           
      Marvin J. Migura    
      Senior Vice President and    
      Chief Financial Officer    
      (Principal Financial Officer)    
Date: November 4, 2005

 

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Exhibit Index
         
Exhibit No.   Description    
 
        
99.1
  Press Release issued by Oceaneering International, Inc. on October 31, 2005.