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): June 2, 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 8.01  OTHER EVENTS.

     On June 2, 2005, Oil States International, Inc. (the "Company") issued a
press release announcing it had completed the acquisition of Phillips Casing and
Tubing, L.P. ("Phillips") for total consideration of $31.4 million. Phillips
distributes oil country tubular goods throughout the United States. A copy of
the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits

Exhibit
Number      Description of Document
- -------     --------------------------------
99.1        Press Release dated June 2, 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:  June 3, 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
- -------     --------------------------------
99.1        Press Release dated June 2, 2005

EX-99.1

                                                                    Exhibit 99.1

                 OIL STATES ACQUIRES PHILLIPS CASING AND TUBING

    HOUSTON, June 2 /PRNewswire-FirstCall/ -- Oil States International, Inc.
(NYSE: OIS) today announced that its Tubular Services segment, through a
subsidiary of Sooner Inc., has purchased Phillips Casing and Tubing, L.P.
("Phillips") for $31.4 million in total consideration. Phillips distributes oil
country tubular goods ("OCTG"), primarily carbon ERW (electronic resistance
welded) pipe, from its facilities in Midland and Godley, Texas. For the twelve
months ended December 31, 2004, Phillips generated approximately $116.5 million
of revenues and $11.5 million of EBITDA (defined as net income plus interest,
taxes, depreciation and amortization).(A) The transaction was executed as an
acquisition of the partnership interests of Phillips and was funded through Oil
States' existing credit facility.

    "We are excited about the Phillips acquisition," stated Christopher E.
Cragg, president of Sooner. "Phillips expands our presence in the growing West
Texas and Barnett Shale markets, broadens our customer base and enhances our
access to OCTG supply. In addition, this transaction strengthens our
distribution network improving our ability to meet our customers' growing OCTG
needs."

    "The Phillips acquisition is consistent with our objective of growing
through accretive acquisitions in our existing business lines," Douglas E.
Swanson, Oil States' president and chief executive officer stated. "The
transaction provides opportunities to access to key growth markets within the
oilfield service industry. We expect that the transaction will be accretive to
our 2005 earnings by approximately $0.05 per diluted share."

    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-                             06/02/2005
    /CONTACT:  Cindy B. Taylor of Oil States International, Inc.,
+1-713-652-0582/
    /Web site:  http://www.oilstatesintl.com /