OCEANEERING INTERNATIONAL INC
10-Q/A, 1996-11-08
OIL & GAS FIELD SERVICES, NEC
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                                       FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


          [X]         QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended September 30, 1996

                                          OR

          [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ____________ to ____________


                            Commission File Number 1-10945


                            OCEANEERING INTERNATIONAL, INC.
                (Exact name of registrant as specified in its charter)

          DELAWARE                                                 95-2628227
          (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                  Identification No.)

                            16001 Park Ten Place, Suite 600
                                 Houston, Texas  77084
               (Address of principal executive offices)      (Zip Code)


          Registrant's telephone number, including area code: (713) 578-8868


                                    Not Applicable
                 (Former name, former address and former fiscal year, 
                             if changed since last report)

          Indicate by check mark whether the registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months (or
          for such shorter period that the registrant was required to file
          such reports), and (2) has been subject to such filing requirements
          for the past 90 days.                            Yes  X  , No     .

          Indicate the number of shares outstanding of each of the issuer's
          classes of common stock, as of the latest practicable date.

          Class                               Outstanding at October 25, 1996

          Common Stock, $.25 Par Value                      23,825,359 shares<PAGE>



       The quarters ending June 30 and September 30 have generally been the
       Company's peak in both revenues and net income for its Oilfield Marine
       business.  Revenues and net income in the Offshore Field Development
       and Advanced Technologies businesses are generally not seasonal.


       Oilfield Marine Services

       Revenue and gross margin information is as follows:

                                Three Months Ended        Six Months Ended
                                   September 30,            September 30,
                                  1996       1995          1996      1995
                                              (in thousands)


       Revenues               $ 43,560    $ 36,464       $ 85,199   $68,045
       Gross Margin              8,605       7,986         15,949    13,544
       Gross margin %              20%         22%           19%       20%

       Revenues and gross margins for the three-month and six-month periods
       ended September 30, 1996 increased over the corresponding periods of
       the prior year as a result of higher activity in ROV and diving and
       related vessel service lines.  Gross margin percentage declined over
       the corresponding periods of the prior year.  Gross margin for the
       three-month and six-month periods ended September 30, 1995 included a
       gain of $1.1 million arising from the settlement of a dispute relating
       to a contract executed in West Africa in fiscal 1992 which increased
       gross margin percentage by 3% and 2% respectively.


       Offshore Field Development

       Revenue and gross margin information is as follows:

                                Three Months Ended        Six Months Ended
                                   September 30,            September 30,
                                  1996       1995          1996      1995
                                              (in thousands)

       Revenues               $ 22,970    $ 20,889       $ 39,534   $44,510
       Gross Margin              4,610       4,511          7,956     9,318
       Gross margin %              20%         22%           20%       21%

       Revenues and gross margins for offshore field development were higher
       in the three-month period ended September 30, 1996 compared to the
       corresponding period of the prior year as a result of increases in the
       Company's mobile offshore production systems business and subsea
       product sales.  Revenues and gross margins include results from the
       Company's second FPSO, the ZAFIRO PRODUCER, which commenced operations
       in late August 1996 and the OCEAN PRODUCER which continued to work
       offshore West Africa under a contract which expires in January 2000. 
       Revenues and gross margins for offshore production systems were lower
       in the six-month period ended September 30, 1996 compared to the
       corresponding period of the prior year.  Results for the prior year
       included a project to convert a rig to a production system; the
       Company did not have a similar project underway during the second <PAGE>



                                     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 thereunto duly authorized.



                                             OCEANEERING INTERNATIONAL, INC.
                                             (Registrant)                   






       Date: November 05, 1996       By:  //s// JOHN R. HUFF
                                      John R. Huff, President and
                                      Chief Executive Officer





       Date: November 05, 1996       By:  //s// MARVIN J. MIGURA
                                      Marvin J. Migura, Senior Vice 
                                      President and Chief Financial Officer





       Date: November 05, 1996       By:  //s// RICHARD V. CHIDLOW
                                      Richard V. Chidlow, Controller 
                                      and Chief Accounting Officer<PAGE>


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