<PAGE> 1
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
Power of Attorney
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), a Registration Statement on Form S-8, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statement"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the 1999 Incentive Plan of
Oceaneering International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint John
R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 12th day of November, 1999.
/s/ D. Michael Hughes
---------------------
D. Michael Hughes
<PAGE> 2
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
Power of Attorney
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), a Registration Statement on Form S-8, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statement"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the 1999 Incentive Plan of
Oceaneering International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint John
R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 12th day of November, 1999.
/s/ Charles B. Evans
--------------------
Charles B. Evans
<PAGE> 3
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
Power of Attorney
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), a Registration Statement on Form S-8, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statement"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the 1999 Incentive Plan of
Oceaneering International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint John
R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 12th day of November, 1999.
/s/ David S. Hooker
---------------------------------
David S. Hooker
<PAGE> 4
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
Power of Attorney
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), a Registration Statement on Form S-8, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statement"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the 1999 Incentive Plan of
Oceaneering International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint John
R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 12th day of November, 1999.
/s/ Harris J. Pappas
--------------------
Harris J. Pappas
<PAGE> 5
EXHIBIT 24
OCEANEERING INTERNATIONAL, INC.
Power of Attorney
WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), a Registration Statement on Form S-8, with any amendment or
amendments thereto (including post-effective amendments) and any supplement or
supplements thereto (the "Registration Statement"), as prescribed by the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission promulgated thereunder, in each case as may be necessary or
appropriate, together with any and all exhibits and other documents relating to
the Registration Statement in connection with the 1999 Incentive Plan of
Oceaneering International, Inc. (the "Incentive Plan");
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint John
R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each of them
severally, his true and lawful attorney or attorneys-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Registration
Statement, including the exhibits thereto, and any and all amendments thereto
(including post-effective amendments) and any supplement or supplements thereto
and any and all instruments necessary or incidental in connection therewith, and
to file the same with the Commission and appear before the Commission in
connection with any matter relating thereto. Each of such attorneys shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that such attorneys or their substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 12th day of November, 1999.
/s/ John R. Huff
----------------
John R. Huff
