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) January 6, 2004

                         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 January 6, 2004, we issued a press release entitled "Oceaneering Awarded Key
Umbilical Contract."

The text of the press release is as follows:

OCEANEERING AWARDED KEY UMBILICAL CONTRACT

January 6, 2004 - Houston, Texas - Oceaneering International, Inc. (NYSE:OII)
announced that Oceaneering Multiflex has been awarded a contract with a value in
excess of $11 million by Santos Ltd (NASDAQ:STOSY) to provide thermoplastic
umbilical for the Exeter and Mutineer fields offshore Western Australia. The
development of these fields will be Santos' first offshore project as an
operator.

The order is for six lengths of thermoplastic umbilical, totaling over 34
kilometers or 21 miles, to be delivered in the third quarter of 2004. The
development concept for the Exeter and Mutineer fields is to have three lengths
of umbilical for each field to be connected to an innovative combination of up
to 14 down hole and mudline pumps. The umbilicals will provide the individual
power supply to each of the pumps in addition to the fluid, chemical, and low
power signal electrical services to the pumps and wells. Innovative umbilical
design and manufacturing techniques are being used to ensure complete integrity
in the particularly demanding seas.

John Huff, Chairman and CEO, stated, "The order from Santos highlights what has
been an encouraging fourth quarter of new orders for Multiflex, increasing the
backlog for our Subsea Products business from $17 million at the end of the
third quarter to an estimated $35 to 40 million at year end. We feel confident
that this upward trend in backlog for this business segment will continue
throughout 2004. Furthermore, we anticipate the revenue and profit contribution
from our product sales will increase substantially next year and be a major
contributor to a growth in Oceaneering earnings."

Statements in this press release that express a belief, expectation or
intention, as well as those that are not historical fact, are forward looking.
The forward-looking statements in this press release include the statements
concerning Oceaneering's estimated 2003 year-end subsea products backlog,
continued growth in subsea products backlog throughout 2004, anticipated 2004
revenue and profit contribution increases from product sales, and expected
growth in Oceaneering's 2004 earnings. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and are based on current information and expectations of
Oceaneering 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: industry conditions;
prices of crude oil and natural gas; Oceaneering's ability to obtain and the
timing of new projects; and changes in competitive factors. 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. These and other risks are more fully
described in Oceaneering's periodic filings with the Securities and Exchange
Commission.

Oceaneering is an advanced applied technology company that provides engineered
services and hardware to Customers who operate in marine, space, and other harsh
environments. The Company's services and products are marketed worldwide to oil
and gas companies, government agencies, and firms in the telecommunications,
aerospace, and marine engineering and construction industries.

For further information, please contact Jack Jurkoshek, Manager Investor
Relations, Oceaneering International, Inc., 11911 FM 529, Houston, Texas 77041;
Telephone 713-329-4670; Fax 713-329-4653; www.oceaneering.com; E-Mail
investorrelations@oceaneering.com.



                                   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: January 6, 2004
      ---------------------------------
      Marvin J. Migura
      Senior Vice President and
      Chief Financial Officer
      (Principal Financial Officer)