<PAGE>

   As Filed With the Securities and Exchange Commission on September 13, 2002

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

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


<Table>
<S>                                                                      <C>
                            DELAWARE                                                   95-2628227
(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification Number)

                          11911 FM 529                                                   77041
                         HOUSTON, TEXAS                                                (Zip Code)
            (address of principal executive offices)
</Table>

                                   ----------

                        2002 NON-EXECUTIVE INCENTIVE PLAN
                       OF OCEANEERING INTERNATIONAL, INC.
                            (Full title of the plan)

                                   ----------

                           George R. Haubenreich, Jr.
              Senior Vice President, General Counsel and Secretary
                         Oceaneering International, Inc.
                                  11911 FM 529
                              Houston, Texas 77041
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 329-4500

<Table>
<Caption>

                                          CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
   BE REGISTERED(1)           REGISTERED              SHARE(2)              PRICE(2)          REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                    <C>                   <C>
Common Stock, par             2,500,000                $24.98             $62,450,000.00           $5,746.00
value $0.25 per share
------------------------------------------------------------------------------------------------------------------
</Table>

(1)      Includes the associated rights to purchase preferred stock, which
         initially are attached to and trade with the shares of Common Stock
         being registered hereby.

(2)      Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
         computing the registration fee and based upon the average of the high
         and low sales price of the Common Stock of the Registrant reported on
         the New York Stock Exchange on September 9, 2002.



<PAGE>


      INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED BY REFERENCE
                        INTO THIS REGISTRATION STATEMENT

         The U.S. Government has indicted our former independent auditors,
Arthur Andersen LLP, charging Arthur Andersen with federal obstruction of
justice. It is possible that events arising out of the indictment may adversely
affect the ability of Arthur Andersen to satisfy any claims against it including
the ability of Arthur Andersen to satisfy any claims arising from its provision
of auditing and other services to us.

         Our financial statements included in the our Annual Report on Form 10-K
for the year ended December 31, 2001, which are incorporated by reference in
this Registration Statement, were audited by Arthur Andersen LLP. Effective June
24, 2002, our Board of Directors engaged Ernst & Young, LLP as independent
auditors and dismissed Arthur Andersen LLP. We have not been able to obtain,
after reasonable efforts, the written consent of Arthur Andersen to our
incorporation by reference into this registration statement on Form S-8 of
Arthur Andersen LLP's report dated February 13, 2002. Accordingly, you may be
unable to recover amounts sought in any action against Arthur Andersen LLP under
the Securities Act of 1933 and the regulations thereunder, and therefore any
right of recovery may be limited as a result of the lack of Arthur Andersen
LLP's consent.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by Oceaneering
International, Inc., a Delaware corporation (the "Company"):

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 (File No. 1-10945).

         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, and June 30, 2002 (File No. 1-10945).

         3. The Company's Current Reports on Form 8-K filed on April 4, 2002,
June 24, 2002, August 12, 2002, and September 3, 2002 (File No. 1-10945).

         4. The description of the Company's common stock, par value $.25 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as amended.

         5. The description of the Rights to Purchase Series B Junior
Participating Preferred Stock, par value $1.00 per share, contained in the
Company's Registration Statement on Form 8-A, as amended.


<PAGE>

         6. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is required before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection
therewith.

         Article VI of the Company's amended and restated bylaws provides that
the Company shall indemnify and hold harmless each of its directors and
officers, to the fullest extent applicable law permits, from and against any and
all judgments, penalties, fines (including excise taxes), amounts paid in
settlement and, subject to certain limitations, expenses arising out of any
event or occurrence by reason of the fact that such person is or was a director
or an officer of the Company. Article VI of the Company's bylaws also provides
that the Company may indemnify and hold harmless any director, officer, employee
or agent of the Company from and against any and all judgments, penalties, fines
(including excise taxes), amounts paid in settlement and, subject to certain
limitations, expenses arising out of any event or occurrence by reason of the
fact that such person is or was an employee or agent of the Company or is or was
serving in another capacity (other than as a director or an officer of the
Company) at the written request of the Company. Article VI of the Company's
bylaws also provides that the Company may provide advances to an indemnitee to
cover expenses he incurs in defending against any action, suit or proceeding
that may give rise to a right of the indemnitee to indemnification thereunder
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it is ultimately determined that such person is not entitled to be
indemnified by the Company.


<PAGE>

         The Company has also entered into indemnification agreements with each
of its directors. These indemnification agreements generally provide the
Company's directors with a contractual right of indemnification to the same
extent provided by Section 145 of the Delaware General Corporation Law and a
contractual right to advancement of expenses consistent with the provisions of
Article VI of the Company's amended and restated bylaws.

         Additionally, the Company's certificate of incorporation, as amended,
contains a provision that eliminates the personal liability of directors to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty of care as a director. As a result, shareholders may be unable to
recover monetary damages against directors for negligent or grossly negligent
acts or omissions in violation of their duty of care. The provision does not
change the liability of a director for breach of his duty of loyalty to the
Company or to shareholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for the
declaration or payment of dividends in violation of Delaware law, or in respect
of any transaction from which that director receives an improper personal
benefit.

         The Company also maintains directors' and officers' liability insurance
for its directors and officers that protects them from certain losses arising
from claims or charges made against them in their capacities as directors or
officers of the Company.

2002 Non-Executive Incentive Plan

         In addition, Section 6 of the Company's 2002 Non-Executive Incentive
Plan (the "Incentive Plan") provides that no member of the Committee or officers
of the Company administering the Incentive Plan shall be liable for anything
done or omitted to be done by him or her in connection with the performance of
duties under the Incentive Plan, except for his or her own willful misconduct or
as expressly provided by statute.

         The above discussion of the Company's Certificate of Incorporation,
Bylaws, Incentive Plan and Section 145 of the Delaware General Corporation Law
is intended to be only a summary and is qualified in its entirety by the full
text of each of the foregoing.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.




<PAGE>


ITEM 8. EXHIBITS

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:

Exhibit
Number            Description

*4.1              -- Restated Certificate of Incorporation of the Company (filed
                  as Exhibit 3.01 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 2000, File No. 1-10945)

*4.2              -- Amended and Restated Bylaws of the Company (filed as
                  Exhibit 3.02 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 2001, File No. 1-10945)

*4.3              -- Specimen of Common Stock Certificate (filed as Exhibit 4(a)
                  to the Company's Annual Report on Form 10-K for the year ended
                  March 31, 1993, File No. 1-10945)

*4.4              -- Rights Agreement dated November 20, 1992, as amended and
                  restated as of November 16, 2001 (filed as Exhibit 4.1 to the
                  Company's Current Report on Form 8-K dated November 20, 2001,
                  File No. 1-10945)

4.5               -- 2002 Non-Executive Incentive Plan of Oceaneering
                  International, Inc. (filed herewith)

5                 -- Opinion of George R. Haubenreich, Jr. (filed herewith)

23                -- Consent of George R. Haubenreich, Jr. (included in Exhibit
                  5)

24                -- Powers of Attorney (included on the signature page of this
                  registration statement)

         The Company hereby undertakes to submit the Plan and any amendments
thereto to the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service in order to qualify the Plan
under Section 401 of the Internal Revenue Code.

----------

* Incorporated herein by reference as indicated.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i) To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) of the Securities
                           Act of 1933 if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement;


<PAGE>

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3 or Form
                  S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to section
                  13 or section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the Registration
                  Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



<PAGE>


                                   SIGNATURES

         REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 13th day of
September, 2002.

                                             OCEANEERING INTERNATIONAL, INC.


                                             By: /s/ JOHN R. HUFF
                                                --------------------------------
                                                John R. Huff
                                                Chairman of the Board and Chief
                                                  Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints John R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each
of them, each of whom may act without the joinder of the others, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing appropriate or
necessary to be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>

Signature                       Title                                            Date
---------                       -----                                            ----
<S>                             <C>                                             <C>
/s/ JOHN R. HUFF                Chairman of the Board and Chief Executive       September 13, 2002
------------------------------  Officer and Director
    John R. Huff                (Principal Executive Officer)


/s/ MARVIN J. MIGURA            Senior Vice President and Chief Financial       September 13, 2002
------------------------------  Officer
    Marvin J. Migura            (Principal Financial Officer)


/s/ JOHN L. ZACHARY             Controller and Chief Accounting Officer         September 13, 2002
------------------------------  (Principal Accounting Officer)
    John L. Zachary


/s/ T. JAY COLLINS              President and Chief Operating Officer           September 13, 2002
------------------------------  and Director
    T. Jay Collins


/s/ CHARLES B. EVANS            Director                                        September 13, 2002
------------------------------
    Charles B. Evans


/s/ DAVID S. HOOKER             Director                                        September 13, 2002
------------------------------
    David S. Hooker


/s/ D. MICHAEL HUGHES           Director                                        September 13, 2002
------------------------------
    D. Michael Hughes


/s/ HARRIS J. PAPPAS            Director                                        September 13, 2002
------------------------------
    Harris J. Pappas
</Table>

<PAGE>


                                  Exhibit Index

<Table>
<Caption>

Exhibit
Number                                   Description
------                                   -----------
<S>                             <C>

*4.1                Restated Certificate of Incorporation of the Company (filed
                    as Exhibit 3.01 to the Company's Annual Report on Form 10-K
                    for the year ended December 31, 2000, File No. 1-10945)

*4.2                Amended and Restated Bylaws of the Company (filed as Exhibit
                    3.02 to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 2001, File No. 1-10945)

*4.3                Specimen of Common Stock Certificate (filed as Exhibit 4(a)
                    to the Company's Annual Report on Form 10-K for the year
                    ended March 31, 1993, File No. 1-10945)

*4.4                Rights Agreement dated November 20, 1992, as amended and
                    restated as of November 16, 2001 (filed as Exhibit 4.1 to
                    the Company's Current Report on Form 8-K dated November 20,
                    2001, File No. 1-10945)

4.5                 2002 Non-Executive Incentive Plan of Oceaneering
                    International, Inc. (filed herewith)

5                   Opinion of George R. Haubenreich, Jr. (filed herewith)

23                  Consent of George R. Haubenreich, Jr. (included in Exhibit
                    5)

24                  Powers of Attorney (included on the signature page of this
                    registration statement)
</Table>

----------

* Incorporated herein by reference as indicated.
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{"company-data": {"conformed-name": "OCEANEERING INTERNATIONAL INC", "cik": "0000073756", "assigned-sic": "1389", "irs-number": "952628227", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99563", "film-number": "02764011"}, "business-address": {"street1": "11911 FM 529", "city": "HOUSTON", "state": "TX", "zip": "77041", "phone": "713-329-4500"}, "mail-address": {"street1": "11911 FM 529", "city": "HOUSTON", "state": "TX", "zip": "77041"}}
As Filed With the Securities and Exchange Commission on September 13, 2002

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                         OCEANEERING INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)
DELAWARE                                                   95-2628227
(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification Number)

                          11911 FM 529                                                   77041
                         HOUSTON, TEXAS                                                (Zip Code)
            (address of principal executive offices)
----------

                        2002 NON-EXECUTIVE INCENTIVE PLAN
                       OF OCEANEERING INTERNATIONAL, INC.
                            (Full title of the plan)

                                   ----------

                           George R. Haubenreich, Jr.
              Senior Vice President, General Counsel and Secretary
                         Oceaneering International, Inc.
                                  11911 FM 529
                              Houston, Texas 77041
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 329-4500
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
   BE REGISTERED(1)           REGISTERED              SHARE(2)              PRICE(2)          REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------------------
Common Stock, par             2,500,000                $24.98             $62,450,000.00           $5,746.00
value $0.25 per share
------------------------------------------------------------------------------------------------------------------
(1)      Includes the associated rights to purchase preferred stock, which
         initially are attached to and trade with the shares of Common Stock
         being registered hereby.

(2)      Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
         computing the registration fee and based upon the average of the high
         and low sales price of the Common Stock of the Registrant reported on
         the New York Stock Exchange on September 9, 2002.
INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED BY REFERENCE
                        INTO THIS REGISTRATION STATEMENT

         The U.S. Government has indicted our former independent auditors,
Arthur Andersen LLP, charging Arthur Andersen with federal obstruction of
justice. It is possible that events arising out of the indictment may adversely
affect the ability of Arthur Andersen to satisfy any claims against it including
the ability of Arthur Andersen to satisfy any claims arising from its provision
of auditing and other services to us.

         Our financial statements included in the our Annual Report on Form 10-K
for the year ended December 31, 2001, which are incorporated by reference in
this Registration Statement, were audited by Arthur Andersen LLP. Effective June
24, 2002, our Board of Directors engaged Ernst & Young, LLP as independent
auditors and dismissed Arthur Andersen LLP. We have not been able to obtain,
after reasonable efforts, the written consent of Arthur Andersen to our
incorporation by reference into this registration statement on Form S-8 of
Arthur Andersen LLP's report dated February 13, 2002. Accordingly, you may be
unable to recover amounts sought in any action against Arthur Andersen LLP under
the Securities Act of 1933 and the regulations thereunder, and therefore any
right of recovery may be limited as a result of the lack of Arthur Andersen
LLP's consent.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by Oceaneering
International, Inc., a Delaware corporation (the "Company"):

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 (File No. 1-10945).

         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, and June 30, 2002 (File No. 1-10945).

         3. The Company's Current Reports on Form 8-K filed on April 4, 2002,
June 24, 2002, August 12, 2002, and September 3, 2002 (File No. 1-10945).

         4. The description of the Company's common stock, par value $.25 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as amended.

         5. The description of the Rights to Purchase Series B Junior
Participating Preferred Stock, par value $1.00 per share, contained in the
Company's Registration Statement on Form 8-A, as amended.
6. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is required before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection
therewith.

         Article VI of the Company's amended and restated bylaws provides that
the Company shall indemnify and hold harmless each of its directors and
officers, to the fullest extent applicable law permits, from and against any and
all judgments, penalties, fines (including excise taxes), amounts paid in
settlement and, subject to certain limitations, expenses arising out of any
event or occurrence by reason of the fact that such person is or was a director
or an officer of the Company. Article VI of the Company's bylaws also provides
that the Company may indemnify and hold harmless any director, officer, employee
or agent of the Company from and against any and all judgments, penalties, fines
(including excise taxes), amounts paid in settlement and, subject to certain
limitations, expenses arising out of any event or occurrence by reason of the
fact that such person is or was an employee or agent of the Company or is or was
serving in another capacity (other than as a director or an officer of the
Company) at the written request of the Company. Article VI of the Company's
bylaws also provides that the Company may provide advances to an indemnitee to
cover expenses he incurs in defending against any action, suit or proceeding
that may give rise to a right of the indemnitee to indemnification thereunder
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it is ultimately determined that such person is not entitled to be
indemnified by the Company.
The Company has also entered into indemnification agreements with each
of its directors. These indemnification agreements generally provide the
Company's directors with a contractual right of indemnification to the same
extent provided by Section 145 of the Delaware General Corporation Law and a
contractual right to advancement of expenses consistent with the provisions of
Article VI of the Company's amended and restated bylaws.

         Additionally, the Company's certificate of incorporation, as amended,
contains a provision that eliminates the personal liability of directors to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty of care as a director. As a result, shareholders may be unable to
recover monetary damages against directors for negligent or grossly negligent
acts or omissions in violation of their duty of care. The provision does not
change the liability of a director for breach of his duty of loyalty to the
Company or to shareholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for the
declaration or payment of dividends in violation of Delaware law, or in respect
of any transaction from which that director receives an improper personal
benefit.

         The Company also maintains directors' and officers' liability insurance
for its directors and officers that protects them from certain losses arising
from claims or charges made against them in their capacities as directors or
officers of the Company.

2002 Non-Executive Incentive Plan

         In addition, Section 6 of the Company's 2002 Non-Executive Incentive
Plan (the "Incentive Plan") provides that no member of the Committee or officers
of the Company administering the Incentive Plan shall be liable for anything
done or omitted to be done by him or her in connection with the performance of
duties under the Incentive Plan, except for his or her own willful misconduct or
as expressly provided by statute.

         The above discussion of the Company's Certificate of Incorporation,
Bylaws, Incentive Plan and Section 145 of the Delaware General Corporation Law
is intended to be only a summary and is qualified in its entirety by the full
text of each of the foregoing.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.
ITEM 8. EXHIBITS

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:

Exhibit
Number            Description

*4.1              -- Restated Certificate of Incorporation of the Company (filed
                  as Exhibit 3.01 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 2000, File No. 1-10945)

*4.2              -- Amended and Restated Bylaws of the Company (filed as
                  Exhibit 3.02 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 2001, File No. 1-10945)

*4.3              -- Specimen of Common Stock Certificate (filed as Exhibit 4(a)
                  to the Company's Annual Report on Form 10-K for the year ended
                  March 31, 1993, File No. 1-10945)

*4.4              -- Rights Agreement dated November 20, 1992, as amended and
                  restated as of November 16, 2001 (filed as Exhibit 4.1 to the
                  Company's Current Report on Form 8-K dated November 20, 2001,
                  File No. 1-10945)

4.5               -- 2002 Non-Executive Incentive Plan of Oceaneering
                  International, Inc. (filed herewith)

5                 -- Opinion of George R. Haubenreich, Jr. (filed herewith)

23                -- Consent of George R. Haubenreich, Jr. (included in Exhibit
                  5)

24                -- Powers of Attorney (included on the signature page of this
                  registration statement)

         The Company hereby undertakes to submit the Plan and any amendments
thereto to the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service in order to qualify the Plan
under Section 401 of the Internal Revenue Code.

----------

* Incorporated herein by reference as indicated.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i) To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) of the Securities
                           Act of 1933 if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement;
(iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3 or Form
                  S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to section
                  13 or section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the Registration
                  Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 13th day of
September, 2002.

                                             OCEANEERING INTERNATIONAL, INC.

                                             By: /s/ JOHN R. HUFF
                                                --------------------------------
                                                John R. Huff
                                                Chairman of the Board and Chief
                                                  Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints John R. Huff, Marvin J. Migura and George R. Haubenreich, Jr., and each
of them, each of whom may act without the joinder of the others, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing appropriate or
necessary to be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                       Title                                            Date
---------                       -----                                            ----
/s/ JOHN R. HUFF                Chairman of the Board and Chief Executive       September 13, 2002
------------------------------  Officer and Director
    John R. Huff                (Principal Executive Officer)

/s/ MARVIN J. MIGURA            Senior Vice President and Chief Financial       September 13, 2002
------------------------------  Officer
    Marvin J. Migura            (Principal Financial Officer)

/s/ JOHN L. ZACHARY             Controller and Chief Accounting Officer         September 13, 2002
------------------------------  (Principal Accounting Officer)
    John L. Zachary

/s/ T. JAY COLLINS              President and Chief Operating Officer           September 13, 2002
------------------------------  and Director
    T. Jay Collins

/s/ CHARLES B. EVANS            Director                                        September 13, 2002
------------------------------
    Charles B. Evans

/s/ DAVID S. HOOKER             Director                                        September 13, 2002
------------------------------
    David S. Hooker

/s/ D. MICHAEL HUGHES           Director                                        September 13, 2002
------------------------------
    D. Michael Hughes

/s/ HARRIS J. PAPPAS            Director                                        September 13, 2002
------------------------------
    Harris J. Pappas
Exhibit Index
Exhibit
Number                                   Description
------                                   -----------
*4.1                Restated Certificate of Incorporation of the Company (filed
                    as Exhibit 3.01 to the Company's Annual Report on Form 10-K
                    for the year ended December 31, 2000, File No. 1-10945)

*4.2                Amended and Restated Bylaws of the Company (filed as Exhibit
                    3.02 to the Company's Annual Report on Form 10-K for the
                    year ended December 31, 2001, File No. 1-10945)

*4.3                Specimen of Common Stock Certificate (filed as Exhibit 4(a)
                    to the Company's Annual Report on Form 10-K for the year
                    ended March 31, 1993, File No. 1-10945)

*4.4                Rights Agreement dated November 20, 1992, as amended and
                    restated as of November 16, 2001 (filed as Exhibit 4.1 to
                    the Company's Current Report on Form 8-K dated November 20,
                    2001, File No. 1-10945)

4.5                 2002 Non-Executive Incentive Plan of Oceaneering
                    International, Inc. (filed herewith)

5                   Opinion of George R. Haubenreich, Jr. (filed herewith)

23                  Consent of George R. Haubenreich, Jr. (included in Exhibit
                    5)

24                  Powers of Attorney (included on the signature page of this
                    registration statement)
----------

* Incorporated herein by reference as indicated.