UNITED STATES
                       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) December 3, 2003

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

          Delaware                     1-10945                95-2628227
(State or other jurisdiction         (Commission             (IRS Employer
     of incorporation)              File Number)          Identification No.)


                11911 FM 529
                 Houston, TX                                     77041
  (Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number, including area code (713) 329-4500

                                       N/A
          (Former name or former address, if changed since last report)




Item 9. Regulation FD Disclosure.

On December 3, 2003, John R. Huff, our Chief Executive Officer, will make a
presentation at the Third Annual Louisiana Energy Conference in New Orleans, LA.
The presentation, entitled "Third Annual Louisiana Energy Conference - December,
2003" will be available on our web site, www.oceaneering.com, by first visiting
our Shareholder Information page and then choosing Presentations.

Please note that certain information contained in the presentation, as well as
certain written and oral statements made or incorporated by reference from time
to time by us or our representatives in our reports and filings with the
Securities and Exchange Commission, news releases, conferences, teleconferences,
web postings or otherwise, are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995
and are subject to the "Safe Harbor" provisions of those statutes.
Forward-looking statements include projections and estimates concerning the
timing and success of specific projects and our future backlog, revenue, income
and capital spending. Forward-looking statements are generally accompanied by
words such as "estimate," "project," "predict," "believe," "expect,"
"anticipate," "plan," "forecast," "budget," "goal" or other words that convey
the uncertainty of future events or outcomes. These forward-looking statements
are based on our current information and expectations that involve a number of
risks, uncertainties, and assumptions. Among the factors that could cause the
actual results to differ materially from those indicated in the forward-looking
statements are:

      o     worldwide demand for oil and gas;
      o     general economic and business conditions and industry trends;
      o     the continued strength of the industry segments in which we are
            involved;
      o     decisions about offshore developments to be made by oil and gas
            companies;
      o     the highly competitive nature of our businesses;
      o     our future financial performance, including availability, terms and
            deployment of capital;
      o     the continued availability of qualified personnel;
      o     operating risks normally incident to offshore exploration,
            development and production operations;
      o     changes in, or our ability to comply with, government regulations,
            including those relating to the environment;
      o     rapid technological changes; and
      o     social, political and economic situations in foreign countries where
            we do business and the possibilities of war, other armed conflicts
            or terrorist attacks.

Should one or more of these risks or uncertainties materialize, or should the
assumptions underlying the forward-looking statements prove incorrect, actual
outcomes could vary materially from those indicated. For additional information
regarding these and other factors that could cause our actual results to differ
materially from those expressed in our forward-looking statements, see our
filings with the Securities and Exchange Commission, including our most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

We do not undertake any obligation to update or revise any of our
forward-looking statements, whether as a result of new information, future
events or otherwise.




                                   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.

OCEANEERING INTERNATIONAL, INC.

By: /s/ MARVIN J. MIGURA                                  Date: December 3, 2003
    -----------------------------
    Marvin J. Migura
    Senior Vice President and
    Chief Financial Officer
    (Principal Financial Officer)