SCHEDULE 13G
Oceaneering International Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
675232102
(CUSIP Number)
SCHEDULE FILED PURSUANT TO RULE 13d-1(b)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SG Cowen Securities Corporation
I.R.S. Identification No. 13-1976032
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / X /
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
5. Sole Voting Power
42,000
6. Shared Voting Power
1,356,300
7. Sole Dispositive Power
42,000
8. Shared Dispositive Power
1,767,500
9. Aggregate Amount Beneficially Owned By Each Reporting
Person
1,809,500
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares *
N/A
11. Percent of Class Represented by Amount in Row 9
7.86%
12. Type of Reporting Person *
BD, IA
Item 1
(a) Oceaneering International Inc.
(b) 16001 Park Ten Pl, Suite 600
Houston, TX 77084
Item 2
(a) SG Cowen Securities Corporation
(b) 1221 Avenue of the Americas
New York, NY 10020
(c) Citizenship: USA
(d) Common Stock
(e) 675232102
Item 3 IF THE STATEMENT IS FILED PURSUANT TO RULE 13d-l(b)
CHECK WHETHER THE PERSON FILING IS:
(a) [ X ] Broker or Dealer registered under
section 15 of the Act:
SG Cowen Securities Corporation
(e) [ X ] Investment advisor registered under
section 203 of the Investment Advisers
Act of 1940:
SG Cowen Securities Corporation
Item 4 OWNERSHIP
SG Cowen Securities Corporation
(a) 1,809,500
(b) 7.86%
(c) (i) 42,000
(ii) 1,356,300
(iii) 42,000
(iv) 1,767,500
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
As a broker-dealer and an investment adviser, SG Cowen
Securities Corporation holds a portion of the securities on
behalf of its clients, none of whose individual interests
exceeds five percent.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE
PARENT HOLDING COMPANY
Not Applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes of effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
February 5, 1999
SG COWEN SECURITIES CORPORATION
By: /S/ Rodd M. Baxter,
Director