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): MAY 4, 2005

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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 7.01   REGULATION FD DISCLOSURE.

        Additional information relating to the information disclosed in Item
8.01 was included in the Company's press release dated May 4, 2005 and which is
attached hereto as Exhibit 99.1

ITEM 8.01.  OTHER EVENTS.

        On May 4, 2005, but effective as of May 1, 2005, Oil States
International, Inc., a Delaware corporation (the "Company"), through its
wholly-owned subsidiaries entered into agreements to purchase all of the stock
of Stinger Wellhead Protection, Incorporated and its affiliate Stinger Service
and Supply, Ltd. (collectively, "Stinger") and to separately acquire
intellectual property relating to Stinger for total consideration of $83.1
million. Also on May 4, 2005, the Company entered into an exclusive letter of
intent to purchase international operations related to Stinger for total
additional consideration of approximately $6.9 million, and the transactions
related to such letter of intent are expected to close on or about June 1, 2005.



                                   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:  May 9, 2005

                                              OIL STATES INTERNATIONAL, INC.

                                              By:    /s/ Cindy B. Taylor
                                                     ---------------------------
                                              Name:  Cindy B. Taylor
                                              Title: Senior Vice President



                                INDEX TO EXHIBITS
Exhibit
Number    Description of Document
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99.1      Press Release dated May 4, 2005

EX-99.1

                                                                    Exhibit 99.1

               OIL STATES ACQUIRES STINGER WELLHEAD PROTECTION

     HOUSTON, May 4 /PRNewswire-FirstCall/ -- Oil States International, Inc.
(NYSE: OIS) today announced that it has purchased Stinger Wellhead Protection,
Incorporated, certain affiliated companies and related intellectual property
(collectively, "Stinger") for $83.1 million in total consideration. Stinger
provides wellhead isolation equipment and services through its 23 locations in
the United States and Canada. Stinger's patented equipment is utilized during
pressure pumping operations and isolates the customer's blow-out preventers or
wellhead from the pressure and abrasion experienced during the fracturing
process. For the twelve months ended December 31, 2004, Stinger generated
approximately $57.8 million of revenues and $22.3 million of EBITDA (defined as
net income plus interest, taxes, depreciation and amortization).(A)

     The transaction was executed as a series of stock purchase transactions
with the shareholders of Stinger, and Oil States also purchased all of the
intellectual property related to Stinger's business. Oil States funded the
transaction with amounts available under its existing credit facility. Oil
States has also entered into an exclusive letter of intent to purchase the
related international operations of Stinger for total consideration of
approximately $6.9 million. The international transactions are expected to close
on or about June 1, 2005.

     "We are very pleased to announce the Stinger transaction and are excited
about the opportunities our combined operations will have," stated Douglas E.
Swanson, Oil States' president and chief executive officer. "Stinger's
operations will expand our well site services offering and provide us further
exposure to the growing pressure pumping market. This transaction demonstrates
our continuing commitment to growing our company. We expect the transaction to
provide incremental earnings in 2005 of approximately $0.13 to $0.17 per diluted
share. Lastly, we welcome the Stinger management team and employees to Oil
States."

     Oil States International, Inc. is a diversified oilfield services company.
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, 2004 filed by Oil States with the
SEC on March 2, 2005.

     (A)  The term EBITDA consists of net income plus interest, taxes,
          depreciation and amortization. EBITDA is not a measure of financial
          performance under generally accepted accounting principles. You should
          not consider it in isolation from or as a substitute for net income or
          cash flow measures prepared in accordance with generally accepted
          accounting principles or as a measure of profitability or liquidity.
          Additionally, EBITDA may not be comparable to other similarly titled
          measures of other companies. The Company has included EBITDA as a
          supplemental disclosure because its management believes that EBITDA
          provides useful information regarding our ability to service debt and
          to fund capital expenditures and provides investors a helpful measure
          for comparing its operating performance with the performance of other
          companies that have different financing and capital structures or tax
          rates. The Company uses EBITDA to compare and to monitor the
          performance of its business segments to other comparable public
          companies and as a benchmark for the award of incentive compensation
          under its annual incentive compensation plan.

SOURCE  Oil States International, Inc.
    -0-                             05/04/2005
    /CONTACT:  Cindy B. Taylor of Oil States International, Inc.,
+1-713-652-0582/
    /Web site:  http://www.oilstatesintl.com /