8-K

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    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): MARCH 2, 2005

                                   ----------

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

               Delaware                     1-16337           76-0476605
     (State or other jurisdiction        (Commission       (I.R.S. Employer
   of incorporation or organization)     File 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))

================================================================================



ITEM 8.01  OTHER EVENTS.

        On March 2, 2005, Oil States International, Inc. (the "Company") issued
a press release announcing that its Board of Directors has authorized the
repurchase of up to $50,000,000 of the Company's Common stock, par value $.01
per share. A copy of the press release is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference.



                                   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:  March 2, 2005

                                                OIL STATES INTERNATIONAL, INC.

                                                By:    /s/ Cindy B. Taylor
                                                       -------------------------
                                                Name:  Cindy B. Taylor
                                                Title: Senior Vice President and
                                                       Chief Financial Officer



                                INDEX TO EXHIBITS

Exhibit
Number    Description of Document
- -------   ---------------------------------
99.1      Press Release dated March 2, 2005

EX-99.1

                                                                    Exhibit 99.1

                  OIL STATES ANNOUNCES SHARE REPURCHASE PROGRAM

    HOUSTON, March 2 /PRNewswire-FirstCall/ -- Oil States International, Inc.
(NYSE: OIS) announced today that its Board of Directors has authorized the
repurchase of up to $50,000,000 of the Company's Common Stock, par value $.01
per share. The Company presently has approximately 49,600,849 shares of Common
Stock outstanding. The repurchases may be effected from time to time in
accordance with applicable securities laws, through solicited or unsolicited
transactions in the market or in privately negotiated transactions. The Board of
Directors limited the duration of the repurchase program to two years from the
date of authorization. Subject to applicable securities laws, such purchases
will be at times and in amounts as the Company deems appropriate.

    In announcing the repurchase program, Douglas E. Swanson, the Company's
President and Chief Executive Officer, stated, "This program is a component of
our overall strategy to increase shareholder value and reflects our confidence
in the value of Oil States. We believe our shareholders will benefit from the
repurchases in the form of increases in earnings per share and return on
equity."

    Oil States International, Inc. is a diversified solutions provider for the
oil and gas industry. With locations around the world, Oil States is a leading
manufacturer of products for deepwater production facilities and subsea
pipelines, and a leading supplier of a broad range of services to the oil and
gas industry, including production-related rental tools, work force
accommodations and logistics, oil country tubular goods distribution, hydraulic
workover services and land drilling services. Oil States is organized in three
business segments -- Offshore Products, Tubular Services and Well Site Services,
and is publicly traded on the New York Stock Exchange under the symbol OIS. For
more information on the Company, please visit Oil States International's website
at http://www.oilstatesintl.com .

    The foregoing contains forward-looking statements within the meaning of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are those that do not state historical facts and are,
therefore, inherently subject to risks and uncertainties. The forward-looking
statements included herein are based on current expectations and entail various
risks and uncertainties that could cause actual results to differ materially
from those forward-looking statements. Such risks and uncertainties include,
among other things, risks associated with the general nature of the oilfield
service industry and other factors discussed within the "Business" section of
the Form 10-K for the year ended December 31, 2003 filed by Oil States with the
SEC on March 5, 2004.

SOURCE  Oil States International, Inc.
    -0-                             03/02/2005
    /CONTACT:  Cindy B. Taylor of Oil States International, Inc.,
+1-713-652-0582/

    /Web site:  http://www.oilstatesintl.com /