EXHIBIT 10.20


                           RESTRICTED STOCK AGREEMENT


         THIS AGREEMENT is made as of X xx, 2xxx (the "Effective Date") between
Oil States International, Inc., a Delaware corporation (the "Company"), and
EMPLOYEE ("Employee").

         To carry out the purposes of The 2001 Equity Participation Plan of Oil
States International, Inc. (the "Plan"), by affording Employee the opportunity
to acquire shares of common stock of the Company ("Stock"), and in consideration
of the mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:

         1. AWARD OF SHARES. Upon execution of this Agreement, the Company shall
issue XXX shares of Stock to Employee. Employee acknowledges receipt of a copy
of the Plan, and agrees that this award of Stock shall be subject to all of the
terms and conditions set forth herein and in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement. In the event of
any conflict between the terms of this Agreement and the Plan, the terms of the
Plan shall govern.

         2. FORFEITURE RESTRICTIONS. The Stock issued to Employee pursuant to
this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of to the extent then subject to
the Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of Employee's employment with the Company for any reason (other than
as provided below), automatically upon such termination Employee shall, for no
consideration, forfeit to the Company all Stock to the extent then subject to
the Forfeiture Restrictions. The prohibition against transfer and the obligation
to forfeit and surrender Stock to the Company upon termination of employment are
herein referred to as "Forfeiture Restrictions," and the shares which are then
subject to the Forfeiture Restrictions are herein sometimes referred to as
"Restricted Shares." The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of the Stock. The Forfeiture Restrictions
shall lapse as to Stock issued to Employee pursuant to this Agreement as
follows: (a) with respect to 1/4 of the Restricted Shares, on the first
anniversary of the Effective Date, (b) with respect to 1/4 of the Restricted
Shares, on the second anniversary of the Effective Date, (c) with respect to 1/4
of the Restricted Shares, on the third anniversary of the Effective Date, and
(d) with respect to 1/4 of the Restricted Shares, on the fourth anniversary of
the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions
shall lapse as to all of the Stock on (i) the date a Change of Control occurs or
(ii) the termination of Employee's employment due to his death or a disability
that entitles Employee to receive benefits under a long term disability plan of
the Company.

         3. CERTIFICATES. A certificate evidencing the Restricted Shares shall
be issued by the Company in Employee's name, pursuant to which Employee shall
have voting rights and shall be entitled to receive dividends and other
distributions (provided, however, that dividends or other distributions paid in
any form other than cash shall be subject to the Forfeiture Restrictions). The
certificate shall bear the following legend:






         The shares evidenced by this certificate have been issued pursuant to
         an agreement made as of XX xx, 2xxx, a copy of which is attached hereto
         and incorporated herein, between the Company and the registered holder
         of the shares, and are subject to forfeiture to the Company under
         certain circumstances described in such agreement. The sale,
         assignment, pledge or other transfer of the shares of stock evidenced
         by this certificate is prohibited under the terms and conditions of
         such agreement, and such shares may not be sold, assigned, pledged or
         otherwise transferred except as provided in such agreement.

The Company may cause the certificate to be delivered upon issuance to the
Secretary of the Company as a depository for safekeeping until the forfeiture
occurs or the Forfeiture Restrictions lapse pursuant to the terms of this
Agreement. Upon request of the Company, Employee shall deliver to the Company a
stock power, endorsed in blank, relating to the Restricted Shares then subject
to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions
without forfeiture, the Company shall cause a new certificate or certificates to
be issued for the remaining Stock after the Company's tax withholding obligation
has been satisfied pursuant to paragraph 5, without legend in the name of
Employee in exchange for the certificate evidencing the Restricted Shares.

         4. CONSIDERATION. It is understood that the consideration for the
issuance of Restricted Shares shall be Employee's agreement to render future
services to the Company, which services shall have a value not less than the par
value of such Restricted Shares.

         5. WITHHOLDING OF TAX. To the extent that the receipt of the Restricted
Shares results in compensation income to Employee for federal or state tax
purposes, Employee shall deliver to the Company at the time of such receipt,
such amount of money or shares of unrestricted Stock as the Company may require
to meet its withholding obligation under applicable tax laws or regulations,
and, if Employee fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Employee any tax
required to be withheld by reason of such resulting compensation income. To the
extent that the lapse of any Forfeiture Restrictions results in compensation
income to Employee for federal or state tax purposes and Employee has not
otherwise made arrangements to satisfy its withholding obligation, the Company
shall withhold from the Restricted Shares such shares as the Company may require
to meet its withholding obligations under applicable tax laws or regulations.

         6. STATUS OF STOCK. Employee agrees that the Restricted Shares will not
be sold or otherwise disposed of in any manner that would constitute a violation
of any applicable federal or state securities laws. Employee also agrees (i)
that the certificates representing the Restricted Shares may bear such legend or
legends as the Committee deems appropriate in order to ensure compliance with
applicable securities laws, (ii) that the Company may refuse to register the
transfer of the Restricted Shares on the stock transfer records of the Company
if such proposed transfer would in the opinion of counsel satisfactory to the
Company constitute a violation of any applicable securities law and (iii) that
the Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Shares.



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         7. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of the Company, any parent or subsidiary entity of the
Company or any successor to any of the foregoing. Any question as to whether and
when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee, and its determination shall
be final.

         8. COMMITTEE'S POWERS. No provision contained in this Agreement shall
in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority vested
in the Committee pursuant to the terms of the Plan, including, without
limitation, the Committee's rights to make certain determinations and elections
with respect to the Restricted Shares.

         9. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Employee.

         10. NON-ALIENATION. Employee shall not have any right to pledge,
hypothecate, anticipate or assign this Agreement or the rights hereunder, except
by will or the laws of descent and distribution.

         11. NOT A CONTRACT OF EMPLOYMENT. This Agreement shall not be deemed to
constitute a contract of employment, nor shall any provision hereof affect (a)
the right of the Company to discharge Employee at will or (b) the terms and
conditions of any other agreement between the Company and Employee except as
expressly provided herein.

         12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.

         13. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Employee has executed this
Agreement, all effective as of the Effective Date.


                                        OIL STATES INTERNATIONAL, INC.

                                        BY:
                                           -------------------------------------
                                        NAME:
                                             -----------------------------------
                                        TITLE:
                                              ----------------------------------


                                        ----------------------------------------
                                        EMPLOYEE


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