8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K


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

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 13, 2006

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                         OIL STATES INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                                                                 
                 DELAWARE                                1-16337                            76-0476605
      (State or other jurisdiction                  (Commission File                     (I.R.S. Employer
    of incorporation or organization)                    Number)                       Identification No.)




                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 4620
                              HOUSTON, TEXAS 77002
                       (Address and zip code of principal
                               executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-0582


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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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ITEM 8.01. OTHER EVENTS.

      On November 13, 2006, the Board of Directors, pursuant to a recommendation
of its Compensation Committee, adopted a policy which changed the compensation
of the Chairman of the Board of the Company. Under the revised policy, the
Chairman is to receive, among other things, an annual retainer totaling $50,000
for the time served as Chairman. In addition, the policy provides that the Board
Chairman is to receive other Compensation as a non-employee member of the Board
of Directors.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

   (c) Exhibits

Exhibit
Number        Description of Document
- ------        -----------------------

10.21         Non-Employee Director Compensation Summary - Oil States
              International, Inc.






                                   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.

Dated:  November 15, 2006

                                 OIL STATES INTERNATIONAL, INC.


                                 By:   /s/ Robert W. Hampton
                                    --------------------------------------------
                                    Name:  Robert W. Hampton
                                    Title: Senior Vice President Accounting and
                                           Corporate Secretary








                                INDEX TO EXHIBITS

Exhibit
Number              Description of Document
- -------             -----------------------

 10.21              Non-Employee Director Compensation Summary - Oil States
                    International, Inc.

EX-10.21

                                                                   EXHIBIT 10.21



                   NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
                         OIL STATES INTERNATIONAL, INC.

Non-employee directors of Oil States International, Inc. receive the following
compensation:

    o   Annual retainer of $30,000 for board membership, paid quarterly in
        arrears

    o   Annual retainer of $50,000 for service as the Chairman of the Board of
        the Company

    o   Annual retainer of $15,000 for service as the Audit Committee
        Chairperson, paid quarterly in arrears

    o   Annual retainer of $10,000 for service as the Compensation or Nominating
        and Corporate Governance Committee Chairperson, payable quarterly in
        arrears

    o   Annual retainer of $7,500 for service as a member of the Audit
        Committee, other than Chairperson, payable quarterly in arrears

    o   Annual retainer of $5,000 for service as a member of the Compensation or
        Nominating and Corporate Governance Committees, other than a
        Chairperson, payable quarterly in arrears

    o   Meeting fees

        o   $1,500 for each Board meeting attended

        o   $1,500 for each Committee meeting attended

    o   Reimbursement for expenses incurred in attending meetings

    o   Participation in the Company's 2001 Equity Participation Plan, as
        Amended February 16, 2005

   Under the current policy adopted by the Compensation Committee of the Board
   of Directors on May 18, 2005, each non-employee director will receive an
   annual restricted stock award equal to $75,000. The award will be made each
   year on the date of the Annual Shareholders' meeting. The number of shares
   awarded will be based on the closing price of the Company's common stock on
   the date of the award. Such restricted stock awards will vest on the day
   prior to the next year's Annual Shareholders' meeting. In the event of a
   change in control, the awards vest in accordance with the terms of the award
   agreements.

   The new policy established a guideline that 65% of the number of shares of
   restricted stock awarded may not be sold, assigned, pledged, or otherwise
   transferred, encumbered or disposed of until the earlier of (i) the date six
   months after termination of the non-employee director's services on the
   Board, (ii) the occurrence of a Change of Control (as determined under the
   Plan) or (iii) the death or disability of the
   non-employee director.

   All of the Company's directors are reimbursed for reasonable out-of-pocket
   expenses incurred in attending meetings of the Board of Directors or
   committees and for other reasonable expenses related to the performance of
   their duties as directors. Directors may also participate in the Company's
   nonqualified deferred compensation plan that permits a participant to defer
   all or a part of his or her cash compensation from the Company until the
   termination of his or her status as a director.