Edgar Filing: OCEANEERING INTERNATIONAL INC

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

Oceaneering International, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

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(OCEANEERING LOGO)

OCEANEERING INTERNATIONAL, INC.

11911 FM 529, HOUSTON, TEXAS 77041-3011

April 21, 2003

Dear Shareholder:

You are cordially invited to attend the 2003 Annual Meeting of
Shareholders of Oceaneering International, Inc. The meeting will be held on
Friday, May 30, 2003, at 8:30 a.m. local time in the Atrium of our corporate
offices at 11911 FM 529, Houston, Texas 77041-3011.

On the following pages, you will find the Notice of Annual Meeting of
Shareholders and Proxy Statement giving information concerning the matters to be
acted on at the meeting. Our Annual Report to Shareholders describing
Oceaneering's operations during the year ended December 31, 2002 is enclosed.

I hope you will be able to attend the meeting in person. Whether or not
you plan to attend, please take the time to vote. In addition to using the
enclosed paper proxy card to vote, which you may sign, date and return in the
enclosed postage-paid envelope, you may vote your shares via the Internet or by
telephone by following the instructions included in this package.

Thank you for your interest in Oceaneering.

Sincerely,

/s/ JOHN R. HUFF

John R. Huff
Chairman of the Board and
Chief Executive Officer

OCEANEERING INTERNATIONAL, INC.

11911 FM 529, HOUSTON, TEXAS 77041-3011

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 30, 2003

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To the Shareholders of Oceaneering International, Inc.:

The Annual Meeting of Shareholders of Oceaneering International, Inc.,
a Delaware corporation ("Oceaneering"), will be held on Friday, May 30, 2003, at
8:30 a.m. local time in the Atrium of our corporate offices at 11911 FM 529,
Houston, Texas 77041-3011, to consider and take action on the following:

o election of two Class II directors as members of the Board of
Directors of Oceaneering to serve until the 2006 Annual
Meeting of Shareholders or until a successor has been duly
elected and qualified (Proposal 1);

o ratification of the appointment of Ernst & Young LLP as
independent auditors of Oceaneering for the year ending
December 31, 2003 (Proposal 2); and

o transaction of such other business as may properly come before
the Annual Meeting of Shareholders or any adjournment or
postponement thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1 AND
PROPOSAL 2.

The close of business on April 14, 2003 is the record date for the
determination of shareholders entitled to notice of, and to vote at, the meeting
or any adjournment thereof.

The Board welcomes your personal attendance at the meeting. Whether or
not you expect to attend the meeting, please submit a proxy as soon as possible
so that your shares can be voted at the meeting. You may submit your proxy by
filling in, dating and signing the enclosed proxy card and returning it in the
enclosed postage-paid envelope. Please refer to page 1 of the Proxy Statement
and the proxy card for instructions for proxy voting by telephone or over the
Internet.

By Order of the Board of Directors,

/s/ GEORGE R. HAUBENREICH, JR.

George R. Haubenreich, Jr.
Senior Vice President, General Counsel
and Secretary
April 21, 2003

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL YOUR
PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR
OVER THE INTERNET IN ACCORDANCE WITH INSTRUCTIONS IN THIS PROXY STATEMENT AND ON
YOUR PROXY CARD.

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OCEANEERING INTERNATIONAL, INC.

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PROXY STATEMENT

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PROXIES AND VOTING AT THE MEETING

Only shareholders of record at the close of business on April 14, 2003
will be entitled to notice of, and to vote at, the meeting. As of that date,
24,041,871 shares of our Common Stock, $.25 par value per share ("Common
Stock"), were outstanding. Each of those outstanding shares is entitled to one
vote at the meeting. We are initially sending this Proxy Statement and the
accompanying proxy to our shareholders on or about April 21, 2003. The
requirement for a quorum at the meeting is the presence in person or by proxy of
holders of a majority of the outstanding shares of Common Stock. There is no
provision for cumulative voting.

SOLICITATION OF PROXIES

The accompanying proxy is solicited on behalf of our Board of Directors
for use at our annual meeting of shareholders to be held at the time and place
set forth in the accompanying notice. We will pay all costs of soliciting
proxies. We will solicit proxies primarily by mail. In addition to solicitation
by mail, our officers, directors and employees may solicit proxies in person or
by telephone, facsimile and electronic transmissions, for which such persons
will receive no additional compensation. We have retained Georgeson Shareholder
Communications, Inc. to solicit proxies at a fee estimated at $5,500, plus
out-of-pocket expenses. We will reimburse brokerage firms, banks and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
proxy material to beneficial owners of Common Stock.

The persons named as proxies were designated by our Board and are
officers of Oceaneering. All properly executed proxies will be voted (except to
the extent that authority to vote has been withheld), and where a choice has
been specified by the shareholder as provided in the proxy, the proxy will be
voted in accordance with the specification so made. Proxies submitted without
specified choices will be voted FOR PROPOSAL 1 to elect the director nominees
proposed by our Board and FOR PROPOSAL 2 to ratify the appointment of Ernst &
Young LLP as independent auditors of Oceaneering for the year ending December
31, 2003.

METHODS OF VOTING

o VOTING BY MAIL. You may sign, date and return your proxy cards in the
pre-addressed, postage-paid envelope provided. If you return your proxy
card without indicating how you want to vote, the designated proxies
will vote as recommended by our Board.

o VOTING BY TELEPHONE OR THE INTERNET. If you have stock certificates
issued in your own name, you may vote by proxy by using the toll-free
number or at the Internet address listed on the proxy card.

The telephone and Internet voting procedures are designed to verify
your vote through the use of a voter control number that is provided on
each proxy card. The procedures also allow you to vote your shares and
to confirm that your instructions have been properly recorded. Please
see your proxy card for specific instructions.

If you hold shares through a brokerage firm, bank or other custodian,
you may vote by telephone or the Internet only if the custodian offers
that option.

REVOCABILITY OF PROXIES

o REVOKING YOUR PROXY. If you have certificates issued in your own name,
and you vote by proxy, mail, the Internet or telephone, you may later
revoke your proxy instructions by:

o sending a written statement to that effect to the Corporate
Secretary at P. O. Box 40494, Houston, Texas 72240-0494, the
mailing address for the executive offices of Oceaneering;

o submitting a proxy card with a later date signed as your name
appears on the stock certificate;

o voting at a later time by telephone or the Internet; or

o voting in person at the Annual Meeting.

If you have shares held through a brokerage firm, bank or other
custodian, and you vote by proxy, you may later revoke your proxy
instructions only by informing the custodian in accordance with any
procedures it sets forth.

ELECTION OF DIRECTORS
PROPOSAL 1

Our Certificate of Incorporation divides our Board into three classes,
each consisting as nearly as possible of one-third of the members of the whole
Board. There are currently two members of each class. The members of each class
serve for three years following their election, with one class being elected
each year.

Two Class II directors are to be elected at the 2003 Annual Meeting.
Charles B. Evans, currently a Class II Director, is retiring and is not a
nominee for election at the 2003 Annual Meeting. In accordance with our bylaws,
directors are elected by a plurality of the votes cast. Accordingly, abstentions
and broker "non-votes" marked on proxy cards will not be counted in the
election. The Class II directors will serve until the 2006 Annual Meeting of
Shareholders or until a successor has been duly elected and qualified. The
directors of Classes III and I will continue to serve their terms of office,
which will expire at the Annual Meetings of Shareholders to be held in 2004 and
2005, respectively.

The persons named in the accompanying proxy intend to vote all proxies
received in favor of the election of the nominees named below, except in any
case where authority to vote for the directors is withheld. Although we have no
reason to believe that the nominees will be unable to serve as directors, if
either nominee withdraws or otherwise becomes unavailable to serve, the persons
named as proxies will vote for any substitute nominee our Board designates.

Set forth below is information (ages are as of May 30, 2003) with
respect to the nominees for election as directors of Oceaneering.

NOMINEES - CLASS II DIRECTORS:

NAME AND
BUSINESS EXPERIENCE AGE
------------------- ---

Jerold J. DesRoche..................................................................... 66

Mr. DesRoche was nominated by our Board of Directors to stand for election as a
director at the 2003 Annual Meeting. Since 1991, Mr. DesRoche has been Chief
Executive Officer and a director of National Power Company, a privately owned
company that owns and operates power generation facilities using waste fuels and
renewable energy. He served as President and Chief Executive Officer of ABB
Combustion Engineering Canada, Inc. from 1988 to 1991.

NAME AND DIRECTOR
BUSINESS EXPERIENCE AGE SINCE
------------------- --- --------

John R. Huff............................................................................ 57 1986

Mr. Huff has been Chairman of our Board of Directors since August 1990.
He has been a director and Chief Executive Officer of Oceaneering since
joining Oceaneering in 1986. He is also a director of BJ Services
Company and Suncor Energy Inc.

CONTINUING DIRECTORS

Set forth below is information (ages are as of May 30, 2003) for those
directors whose terms will expire in 2004 and 2005.

2004 - CLASS III DIRECTORS:

NAME AND DIRECTOR
BUSINESS EXPERIENCE AGE SINCE
------------------- --- --------

David S. Hooker............................................................................ 60 1973

Mr. Hooker has been Chairman of Goshawk Insurance Holdings PLC, a marine
insurance group, since January 1996. Previously, he served as Chairman
of Bakyrchik Gold PLC, a natural resources company, from 1993 to 1996.
He is also a director of Aminex plc, an oil and gas exploration and
production company.

Harris J. Pappas........................................................................... 58 1996

Mr. Pappas has been President of Pappas Restaurants, Inc., a privately owned and
operated multistate restaurant group, since 1983. He is a director of Luby's Inc.
and a trustee of Memorial Hermann Hospital in the Texas Medical Center in Houston.

2005 - CLASS I DIRECTORS:

NAME AND DIRECTOR
BUSINESS EXPERIENCE AGE SINCE
------------------- --- --------

T. Jay Collins............................................................................. 56 2002

Mr. Collins has been President and Chief Operating Officer of
Oceaneering since 1998. He served as Executive Vice President - Oilfield
Marine Services from 1995 to 1998 and as Senior Vice President and Chief
Financial Officer since 1993, when he joined Oceaneering. He is also a
director of Friede Goldman Halter, Inc.

D. Michael Hughes.......................................................................... 64 1970

Mr. Hughes has been owner of The Broken Arrow Ranch and affiliated
businesses, which harvest, process and market wild game meats, since
1983.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth the number of shares of Common Stock
beneficially owned as of April 1, 2003 by each director and nominee for
director, each of the executive officers named in the Summary Compensation Table
in this Proxy Statement and all directors and officers as a group. Except as
otherwise indicated, each individual named has sole voting and dispositive power
with respect to the shares shown.

NUMBER OF PERCENT
NAME SHARES(1) OF CLASS
---- --------- --------

T. Jay Collins....................................................... 194,800 *

Jerold J. DesRoche................................................... 0 *

Charles B. Evans..................................................... 11,900 *

George R. Haubenreich, Jr............................................ 114,196 *

David S. Hooker...................................................... 58,000 *

John R. Huff......................................................... 652,436 2.7

D. Michael Hughes.................................................... 93,696 *

M. Kevin McEvoy...................................................... 115,234 *

Marvin J. Migura..................................................... 100,350 *

Harris J. Pappas..................................................... 30,000 *

All directors and officers as a group (22 persons)................... 1,473,013 6.1

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* Less than 1%

(1) Includes the following shares subject to stock options exercisable
within 60 days of April 1, 2003: Mr. Collins - 42,500; Mr. Evans -
10,000; Mr. Haubenreich - 28,500; Mr. Hooker - 58,000; Mr. Huff -
85,600; Mr. Hughes - 60,000; Mr. McEvoy - 28,750; Mr. Migura -
28,750; Mr. Pappas - 30,000; and all directors and officers as a
group - 442,650. Includes the following shares granted pursuant to
restricted stock award agreements, as to which the recipient has
sole voting power and no dispositive power: Mr. Collins - 57,500;
Mr. Haubenreich - 28,750; Mr. Huff - 120,000; Mr. McEvoy - 29,000;
Mr. Migura - 28,750; and all directors and officers as a group -
339,000. Also includes the following share equivalents, which are
fully vested but are held in trust pursuant to the Oceaneering
Retirement Investment Plan (the "401(k) Plan"), for which the
individual has no voting rights until the shares are withdrawn
from the 401(k) Plan: Mr. Hughes - 20,390; Mr. McEvoy - 5,614; and
all directors and officers as a group - 38,003.

Listed below are the only persons who, to our knowledge, may be deemed
to be beneficial owners as of April 1, 2003 of more than 5% of the outstanding
shares of Common Stock. This information is based on statements filed with the
Securities and Exchange Commission (the "SEC").

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS(1)
------------------- -------------------- -----------

FMR Corp.
82 Devonshire Street
Boston, MA
02109......................................................... 1,819,693(2) 7.6

Neuberger Berman, Inc.
Neuberger Berman, LLC
605 Third Avenue
New York, NY
10158......................................................... 1,493,688(3) 6.2

(1) The percentages are based on the total number of issued and outstanding
shares of Common Stock at April 1, 2003.

(2) According to a Schedule 13G, dated February 14, 2003, filed with the
SEC jointly by FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson and
Fidelity Management and Research Company ("Fidelity"), Mr. Johnson is
chairman and Ms. Johnson is a director of FMR Corp. and may be deemed
to be members of a controlling group with respect to FMR Corp. That
filing states that, as of December 31, 2002: (a) Fidelity, a wholly
owned subsidiary of FMR Corp., was the beneficial owner of 973,920
shares of Common Stock in its capacity as an investment adviser to
various investment companies (the "Fidelity Funds"), with the power to
vote those shares residing solely with the board of trustees of the
Fidelity Funds and the power to dispose of those shares residing with
Mr. Johnson and FMR Corp. through its control of Fidelity and the
Fidelity Funds; (b) Fidelity Management Trust Company, a bank that is
wholly owned by FMR Corp., was the beneficial owner of 845,700 shares
of Common Stock, with the power to vote and dispose of those shares
residing solely with Mr. Johnson and FMR Corp. through its control of
Fidelity Management Trust Company; and (c) Geode Capital Management,
LLC ("Geode LLC"), a Delaware limited liability company that is wholly
owned by Fidelity Investors III Limited Partnership ("FILP III"), was
the beneficial owner of 73 shares of Common Stock. The managers of
Geode LLC, the limited partners of FILP III and the members of Fidelity
Investors Management, LLC, the general partner and investment manager
of FILP III are shareholders and employees of FMR Corp.

(3) According to a Schedule 13G, dated February 12, 2003, filed with the
SEC by Neuberger Berman, Inc. and Neuberger Berman, LLC, Neuberger
Berman, LLC beneficially owned 1,493,688 shares of Common Stock as of
December 31, 2002. That filing states that Neuberger Berman, Inc. owns
100% of Neuberger Berman, LLC and is, therefore, also deemed to be a
beneficial owner of those shares. That filing also states that, of the
1,493,688 shares of Common Stock beneficially owned, Neuberger Berman,
LLC had sole voting power over 7,300 shares, shared voting power over
898,500 shares and shared dispositive power over 1,493,688 shares. To
the extent voting power or dispositive power is shared, the filing
indicates it is shared with Neuberger Berman's mutual fund clients.

ADDITIONAL INFORMATION RELATING TO OUR BOARD OF DIRECTORS

We have three standing committees of our Board of Directors: the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee.

The Audit Committee, which held six meetings during 2002, is comprised
of Messrs. Hooker (Chairman), Hughes and Pappas, all of whom meet the
independence requirements of the New York Stock Exchange. The Audit Committee is
appointed by our Board of Directors to assist the Board in monitoring:

o the integrity of our financial statements;

o our compliance with legal and regulatory requirements;

o the independence, qualifications and performance of our
independent auditors; and

o the performance of our internal audit functions.

In discharging its duties, the Audit Committee reviews and approves the
scope of the annual audit, non-audit services to be performed by the independent
auditors and the independent auditors' audit and non-audit fees; recommends to
our Board of Directors that the audited financial statements be included in the
Annual Report on Form 10-K for filing with the SEC; meets independently with our
internal auditors, independent auditors and management; and reviews the general
scope of our accounting, financial reporting, annual audit and internal audit
programs and matters relating to internal control systems, as well as, the
results of the annual audit and interim financial statements, auditor
independence issues and the adequacy of the Audit Committee Charter. The Audit
Committee operates under a written charter adopted by our Board of Directors,
which is attached to this Proxy Statement as Appendix A. The report of the Audit
Committee is included herein at page 8.

The Compensation Committee is comprised of Messrs. Evans (Chairman) and
Pappas and held four meetings during 2002. The Compensation Committee is
appointed by our Board of Directors to:

o assist the Board in discharging its responsibilities relating
to compensation of our executives and other key employees; and

o produce an annual report on executive compensation for
inclusion in our proxy statement.

Specific duties and responsibilities of the Compensation Committee
include: general oversight of our executive compensation plans and benefit
programs, reviewing and approving objectives relevant to the compensation of
executives and key employees, including administration of annual bonus plans,
long-term incentive plans and supplemental executive retirement plan; approving
employment agreements for key executives; and annually evaluating its
performance and charter. The Compensation Committee operates under a written
charter adopted by our Board of Directors. The report of the Compensation
Committee is included herein at page 15.

The Nominating and Corporate Governance Committee is comprised of
Messrs. Hughes (Chairman), Evans and Hooker and held two meetings during 2002.
The Nominating and Corporate Governance Committee is appointed by our Board of
Directors to:

o identify individuals qualified to become directors of
Oceaneering;

o recommend to our Board of Directors candidates to fill
vacancies on our Board or to stand for election to the Board
by our shareholders;

o recommend to our Board a director to serve as Chairman of the
Board;

o recommend to our Board committee assignments for directors;

o periodically assess the performance of our Board; and

o review and recommend to our Board appropriate corporate
governance policies and procedures for Oceaneering.

The Nominating and Corporate Governance Committee, formerly known as
the Nominating Committee, operates under a written charter adopted by our Board
of Directors.

As to each person a shareholder proposes to nominate for election as a
director, our bylaws provide that the nomination notice must:

o include the name, age, business address and principal
occupation or employment of that person, the number of shares
of Common Stock beneficially owned or owned of record by that
person and any other information relating to that person that
is required to be disclosed under Section 14 of the Securities
Exchange Act of 1934 (the "Exchange Act") and the related SEC
rules and regulations; and

o be accompanied by the written consent of the person to be
named in the proxy statement as a nominee and to serve as a
director if elected.

The nomination notice must also include, as to that shareholder and the
beneficial owner, if any, of Common Stock on whose behalf the nomination or
nominations are being made:

o the name and address of that shareholder, as they appear on
our stock records and the name and address of that beneficial
owner;

o the number of shares of Common Stock which that shareholder
and that beneficial owner own beneficially or of record;

o a description of all arrangements and understandings between
that shareholder or that beneficial owner and each proposed
nominee of that shareholder and any other person or persons
(including their names) pursuant to which the nomination(s)
are to be made by that shareholder;

o a representation by that shareholder that he or she intends to
appear in person or by proxy at that meeting to nominate the
person(s) named in that nomination notice;

o a representation as to whether that shareholder or that
beneficial owner, if any, intends, or is part of a group, as
Rule 13d-5(b) under the Exchange Act uses that term, which
intends, (1) to deliver a proxy statement and/or form of proxy
to the holders of shares of Common Stock having at least the
percentage of the total votes of the holders of all
outstanding shares of Common Stock entitled to vote in the
election of each proposed nominee of that shareholder which is
required to elect that proposed nominee and/or (2) otherwise
to solicit proxies in support of the nomination; and

o any other information relating to that shareholder and that
beneficial owner that is required to be disclosed under
Section 14 of the Exchange Act and the related SEC rules and
regulations. To be timely for consideration at our 2004 Annual
Meeting, a shareholder's nomination notice must be received at
our principal executive offices, 11911 FM 529, Houston, Texas
77041-3011, addressed to our Corporate Secretary, no earlier
than December 2, 2003 and no later than the close of business
on January 31, 2004.

During 2002, our Board of Directors held a total of eight meetings.
Each member of our Board attended all Board meetings and all meetings of any
committee on which he served.

Oceaneering pays its nonemployee directors a $25,000 annual retainer, a
$5,000 annual retainer to the chairman of committees of the Board, $1,000 for
each Board meeting attended, $800 for each committee meeting attended (if the
meeting is on a day other than the date of a Board meeting) and a fee of $100
per hour up to a maximum of $800 per day for any services directly related to
activities of the Board or a committee of the Board. Nonemployee directors may
elect to participate in Oceaneering's medical plans. All directors are
reimbursed for their travel and other expenses involved in attendance at Board
and committee meetings.

Nonemployee directors are participants in our shareholder-approved 2002
Incentive Plan. Under this plan, each of our nonemployee directors is
automatically granted an option to purchase 10,000 shares of Common Stock on the
date the director first becomes a nonemployee director and each year thereafter
while he remains a nonemployee director, in each case at an exercise price per
share equal to the fair market value of a share of Common Stock on the date the
option was granted. These options become fully exercisable six months following
the date of grant.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10% of our Common Stock to file with the
SEC and the New York Stock Exchange initial reports of ownership and reports of
changes in ownership of Common Stock. Based solely on a review of the copies of
such reports furnished to us and representations that no other reports were
required, we believe that all our directors and executive officers complied on a
timely basis with all applicable filing requirements under Section 16(a) of the
Exchange Act during 2002.

REPORT OF THE AUDIT COMMITTEE

We have reviewed and discussed with management Oceaneering's: (1)
audited restatement of the financial statements as of and for the nine-month
period ended December 31, 2000 and the year ended December 31, 2001 and (2)
audited financial statements as of and for the year ended December 31, 2002.

In addition, we have discussed with Ernst & Young LLP, Oceaneering's
independent accountants, the matters required to be discussed by Statement of
Auditing Standards No. 61, Communication with Audit Committees, as amended,
issued by the Auditing Standards Board of the American Institute of Certified
Public Accountants.

We have received and reviewed the written disclosures and the letter
from Ernst & Young LLP required by the Independent Standards Board's Standard
No. 1, Independence Discussions with Audit Committees, as amended, and we have
discussed with that firm its independence from Oceaneering.

Based on the reviews and discussions referred to above, we recommended
to Oceaneering's Board of Directors that the audited financial statements
referred to above be included in Oceaneering's annual report on Form 10-K for
the year ended December 31, 2002 for filing with the Securities and Exchange
Commission.

Audit Committee
David S. Hooker, Chairman
D. Michael Hughes
Harris J. Pappas

EXECUTIVE COMPENSATION

The following table sets forth compensation information for the years
ended December 31, 2002 and 2001, the nine-month period ended December 31, 2000
and the fiscal year ended March 31, 2000 with respect to our Chief Executive
Officer and our four other most highly compensated executive officers who served
as such during the year ended December 31, 2002.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-----------------------------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
---------------------- ----------------------- -------------------------
SECURITIES
RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND PERIOD STOCK OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION ENDED SALARY($) BONUS ($) AWARDS (#) ($)(3) ($)(4)
------------------ ------ ---------- --------- ---------- ---------- --------- ------------

John R. Huff......................... 12/02 530,000 650,000 (2) 50,000 1,631,776 318,000
Chairman and 12/01 500,000 550,000 0 50,000 1,112,659 301,500
Chief Executive Officer 12/00 326,250 0 0 100,000 739,504 195,750
03/00 435,000 0 (2) 0 854,006 174,000

T. Jay Collins....................... 12/02 285,000 350,000 (2) 30,000 774,311 142,500
President and 12/01 270,000 265,000 0 30,000 524,231 135,625
Chief Operating Officer 12/00 176,250 0 0 60,000 345,102 88,125
03/00 235,000 0 (2) 0 251,032 70,500

Marvin J. Migura..................... 12/02 220,000 230,000 (2) 20,000 387,156 88,000
Senior Vice President and 12/01 210,000 170,000 0 20,000 262,115 84,333
Chief Financial Officer 12/00 138,750 25,000 0 40,000 172,551 55,500
03/00 185,000 0 (2) 0 159,099 44,400

M. Kevin McEvoy...................... 12/02 220,000 200,000 (2) 20,000 409,508 88,000
Senior Vice President 12/01 210,000 180,000 0 20,000 286,728 84,333
12/00 135,000 0 0 40,000 197,201 54,000
03/00 180,000 0 (2) 0 157,496 39,600

George R. Haubenreich, Jr.......... 12/02 215,000 200,000 (2) 20,000 387,156 86,000
Senior Vice President, General 12/01 205,000 170,000 0 20,000 262,115 82,333
Counsel and Secretary 12/00 138,750 0 0 39,000 172,551 55,500
03/00 185,000 0 (2) 0 143,066 44,400

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(1) Includes salary earned in a fiscal period, whether or not deferred.
Excludes the value of perquisites and other personal benefits for each
of the named executive officers because the aggregate amounts thereof
did not exceed the lesser of $50,000 or 10% of the total annual salary
and bonus reported for any named executive officer.

(2) The following table sets forth, as of December 31, 2002, the total
number and value (based on the closing market price of our Common Stock
on December 31, 2002 of $24.74 per share) of the long-term incentive
restricted stock and stock unit holdings that have not vested under
restricted stock and stock unit awards granted in the years ended
December 31, 2002 and March 31, 2000 and earlier, as well as the
scheduled vesting of these shares and units as of December 31 of the
years indicated:

TOTAL VALUE AT
NUMBER OF DECEMBER 31,
2003 2004 2005 2006 2007 2008 2009 2010 SHARES 2002($)
------ ------ ------ ------ ------ ------ ------ ----- --------- ------------

Mr. Huff 45,000 45,500 41,000 36,500 24,000 24,000 16.000 8,000 240,000 5,937,600
Mr. Collins 21,500 24,000 24,000 24,000 18,000 18,000 12,000 6,000 147,500 3,649,150
Mr. Migura 10,750 11,800 11,600 11,400 8,400 8,400 5,600 2,800 70,750 1,750,355
Mr. McEvoy 11,000 12,000 12,000 12,000 9,000 9,000 9,000 3,000 74,000 1,830,760
Mr. Haubenreich 10,750 11,800 11,600 11,400 8,400 8,400 5,600 2,800 70,750 1,750,355

The shares of restricted stock granted in the year ended March 31, 2000
and earlier, are issued and outstanding and dividends, if any, are
earned on the restricted shares. No shares are issued or outstanding
and no dividends are paid with respect to the stock units granted in
the year ended December 31, 2002, until a vesting of a restricted stock
unit occurs, at which time we will issue a share of Common Stock for
each stock unit that is vested. The value of such stock for which
restrictions were lifted and the related tax-assistance payments in the
years ended December 31, 2002 and 2001, the nine-month period ended
December 31, 2000 and the year ended March 31, 2000 are included in the
LTIP payout columns in the table. We did not make any restricted stock
or stock unit awards in the year ended December 31, 2001 or the
nine-month period ended December 31, 2000. For additional information
relating to these long-term incentives, see Long-Term Incentive Plans -
Awards in Last Fiscal Year and Board Compensation Committee Report on
Executive Compensation - Long-Term Incentives Awards.

(3) Amounts represent the aggregate value of long-term incentive restricted
stock for which restrictions were lifted and the related tax-assistance
payments.

(4) Amounts represent accruals made for each executive under a nonqualified
supplemental executive retirement plan, which are subject to vesting
over a three-year period.

The following table provides information concerning each stock option
exercised during the year ended December 31, 2002 by each of the named executive
officers and the value of unexercised options held by those officers at December
31, 2002.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FY-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT DECEMBER 31, 2002 DECEMBER 31, 2002($)
ACQUIRED ON VALUE -------------------------------- -----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

John R. Huff ................. 166,900 2,733,292 73,100 100,000 522,463 257,125

T. Jay Collins ............... 65,000 841,188 35,000 60,000 224,375 154,275

Marvin J. Migura ............. 31,750 509,004 23,750 40,000 155,425 102,850

M. Kevin McEvoy .............. 20,000 267,200 23,750 40,000 155,425 102,850

George R. Haubenreich, Jr .... 23,250 330,740 23,500 39,750 152,959 100,384

The following table provides information concerning grants of stock
options made to the named executive officers during the fiscal year ended
December 31, 2002.

OPTION GRANTS IN THE LAST FISCAL YEAR

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED
-------------------------------------------------------------- ANNUAL RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION FOR
SECURITIES OPTIONS OPTION TERM (2)
UNDERLYING GRANTED TO EXERCISE -------------------------
OPTIONS EMPLOYEES IN PRICE EXPIRATION 5% 10%
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE ($) ($)
---- ---------- ------------ -------- ----------- ------- -------

John R. Huff ...................... 50,000 6.5 24.99 09/12/07 345,212 762,832

T. Jay Collins .................... 30,000 3.9 24.99 09/12/07 207,128 457,770

Marvin J. Migura .................. 20,000 2.6 24.99 09/12/07 138,084 305,132

M. Kevin McEvoy ................... 20,000 2.6 24.99 09/12/07 138,084 305,132

George R. Haubenreich, Jr ......... 20,000 2.6 24.99 09/12/07 138,084 305,132

----------

(1) Stock options have exercise prices equal to the fair market value of a
share of Common Stock at the date of award and become exercisable over
three years after the date of award. Options generally expire at the
earliest of five years after the date of the award, one year after the
optionee's death, disability or retirement, or at the time of the
optionee's termination of employment.

(2) The amounts shown as potentially realizable values are based on
arbitrarily assumed rates of stock price appreciation of five percent
and ten percent over the full term of the options, as required by
applicable SEC regulations. The actual value of the option grants
depends on future performance of the Common Stock and overall market
conditions. There is no assurance that the values reflected in this
table will be achieved.

The following table shows information concerning long-term incentive
awards made to named executive officers in the year ended December 31, 2002.

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

NUMBER OF PERFORMANCE OR OTHER
COMMON STOCK PERIOD UNTIL MATURATION
NAME UNITS(#)(1) OR PAYOUT(1)
---- ------------ -----------------------

John R. Huff................................... 120,000 7/12/02 - 7/8/05

T. Jay Collins................................. 90,000 7/12/02 - 7/8/05

Marvin J. Migura............................... 42,000 7/12/02 - 7/8/05

M. Kevin McEvoy................................ 45,000 7/12/02 - 7/8/05

George R. Haubenreich, Jr...................... 42,000 7/12/02 - 7/8/05

----------

(1) These awards are subject to earning requirements during the three-year
performance period and subsequent vesting requirements. At the time of vesting
of a Common Stock unit, the participant will be issued a share of Common Stock
for each Common Stock unit vested. Up to one-third of the total grant may be
earned each year, depending on Oceaneering's cumulative Common Stock performance
from July 12, 2002 as compared with a specified peer group's cumulative common
stock performance from that date, with any amount earned subject to vesting in
four equal installments over four years commencing one year after earning,
conditional upon continued employment. At the time of each vesting, the
participant receives a tax- assistance payment. The tax-assistance payment is an
amount sufficient to make the participant whole, after consideration of the
participant's U.S. federal income tax liability or, if the participant is not
subject to U.S. income tax, the participant's liability under the income tax of
the laws of the country to which the participant is subject, subject to a
limitation so that the tax assistance payment will not exceed the amount that
would have been payable if the participant were subject solely to U.S. federal
income tax. See Board Compensation Committee Report on Executive Compensation -
Long-Term Incentive Awards.

EXECUTIVE EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL AGREEMENTS

In November 2001, Oceaneering entered into a Service Agreement (the
"Service Agreement") with Mr. Huff, which replaced his prior employment
agreement. As did the prior employment agreement, the Service Agreement provides
medical coverage on an after-tax basis to Mr. Huff, his spouse and children
during his employment with Oceaneering and, under certain circumstances,
thereafter for their lives. The Service Agreement provides for a specific
employment period through August 15, 2006, followed by a specific service period
ending no later than August 15, 2011, during which time Mr. Huff, acting as an
independent contractor, will serve as nonexecutive Chairman of our Board of
Directors if the Board requests that he serve in such capacity.

During the employment period under the Service Agreement, Mr. Huff's
compensation consists of an annual base salary, contributions by Oceaneering
into its supplemental executive retirement plan, an annual bonus and an
aggregate long-term incentive opportunity no less than that existing at the
commencement of the Service Agreement, as may be subsequently increased, and
certain perquisites and administrative assistance. If his employment is
terminated during his employment period by Oceaneering for cause or by him for
other than good reason, as defined below, no salary or benefits not previously
vested will be payable to him under the Service Agreement. If Mr. Huff's
employment is terminated by Oceaneering for reasons other than cause, by Mr.
Huff for good reason or by reason of Mr. Huff's death or disability:

o Mr. Huff will be entitled to receive a termination package
consisting of: (1) an amount equaling his highest rate of
annual base salary during his employment with Oceaneering
multiplied by the sum of ten and the number of years then
remaining in the unexpired portion of his employment period;
(2) an amount equal to the value of the maximum award he would
have been eligible to receive under the then-current fiscal
year bonus plan; and (3) an amount equal to the maximum
percentage of his annual base salary contributed by
Oceaneering for him in its supplemental executive retirement
plan for the then-current year multiplied by his highest
annual rate of base salary;

o all of Mr. Huff's then outstanding stock options will
immediately vest and become exercisable or he may elect to be
paid an amount equal to the spread between the exercise price
and the higher market value for the shares of Common Stock
underlying those options;

o Mr. Huff's benefits under all compensation plans, including
restricted stock and stock unit agreements, will become
payable to him as if all contingencies for payment and maximum
level of performance have been met;

o Mr. Huff will receive benefits under all other plans he
participates in for three years; and

o Mr. Huff will be entitled to receive certain perquisites and
administrative assistance for ten years from the date of any
such termination.

As defined in the Service Agreement, good reason for Mr. Huff to
terminate includes: any adverse change in status, title, duties or
responsibilities; any reduction in annual base salary, supplemental executive
retirement plan contribution level by Oceaneering, annual bonus opportunity or
aggregate long-term compensation, all as subsequently may be increased; any
relocation; the failure of a successor to assume the Service Agreement; any
prohibition by Oceaneering against Mr. Huff's engaging in outside activities
permitted by the Service Agreement; any purported termination by Oceaneering
that does not comply with the terms of the Service Agreement; and default by
Oceaneering in the performance of its obligations under the Service Agreement.

Following the completion of his employment period, Oceaneering may
request that Mr. Huff serve as nonexecutive Chairman of the Board during the
service period, and if he refuses to serve and Oceaneering is fulfilling its
obligations under the Service Agreement, no salary or benefits not previously
vested as of the time of his refusal will be payable to him under the Service
Agreement. If Mr. Huff is not requested to serve as nonexecutive Chairman of the
Board or his service as nonexecutive Chairman of the Board terminates for any
reason other than his refusal to serve, including by reason of his death or
disability, or the failure of Oceaneering to fulfill its obligations under the
Service Agreement, he will be entitled to receive the termination package
described above, except that an amount equal to the highest annual rate of base
salary earned during the employment period would be paid to him over ten years
(rather than in a lump sum); provided that, in the event of his subsequent death
or a subsequent change of control, as defined below, the aggregate amount of all
such payments would be accelerated and immediately payable. During Mr. Huff's
service as nonexecutive Chairman of the Board, if any, his annual rate of
compensation would be equal to 50% of his highest annual base salary during the
employment period. Moreover, throughout the service period, Mr. Huff would
continue to receive certain perquisites and administrative assistance, and he
would continue to participate in plans he participated in as of August 15, 2006;
however, he would not be eligible for subsequent grants or contributions made
under any such plan after that date.

In November 2001, Oceaneering entered into Change of Control Agreements
(each, a "Change of Control Agreement") with Mr. Huff and other executives,
including each of the executive officers listed in the Summary Compensation
Table, replacing each of their respective prior senior executive severance
agreements and, in the case of Mr. Huff, also replacing his prior supplemental
senior executive severance agreement. These Change of Control Agreements entitle
the individual to receive a severance package, described below, in the event of
the occurrence of both a change of control and a termination of his employment
by Oceaneering without cause or by the executive for good reason (defined using
substantially the same definition as in Mr. Huff's Service Agreement) during a
specified period of time (or, with respect to Mr. Huff while nonexecutive
Chairman of the Board, a termination of his service for any reason other than
his refusal to serve as nonexecutive Chairman of the Board). For purposes of the
Change of Control Agreements and the Service Agreement, a change of control is
defined as occurring if:

o any person is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Oceaneering representing 20% or more of the
combined voting power of Oceaneering's outstanding voting
securities, other than through the purchase of voting
securities directly from a private placement;

o the current members of our Board, or subsequent members
approved by at least two-thirds of the current members, no
longer comprise a majority of our Board;

o Oceaneering is merged or consolidated with another corporation
or entity, and Oceaneering's shareholders own less than 60% of
the outstanding voting securities of the surviving or
resulting corporation or entity;

o a tender offer or exchange offer is made and consummated by a
person other than Oceaneering for the ownership of 20% or more
of Oceaneering's voting securities; or

o there has been a disposition of all or substantially all of
Oceaneering's assets.

The severance package provided for in each such executive's Change of
Control Agreement consists of an amount equal to three times the sum of:

o the executive's highest annual rate of base salary during the
then-current year or any of the three years preceding
termination;

o an amount equal to the maximum award the executive is eligible
to receive under the then-current fiscal year bonus plan; and

o an amount equal to the maximum percentage of the executive's
annual base salary contributed by Oceaneering for him in the
supplemental executive retirement plan for the then-current
year multiplied by the executive's highest annual rate of base
salary.

A minimum aggregate amount payable for these items is stated in each such
executive's agreement, which amount was calculated using the year ended December
31, 2001 amounts for each component. This calculated minimum amount for Mr. Huff
is applicable for any termination occurring during his service as nonexecutive
Chairman of the Board.

The severance package also provides that, for each individual:

o all outstanding stock options immediately vest and become
exercisable or the individual may elect to be paid an amount
equal to the spread between the exercise price and the higher
market value for the shares of Common Stock underlying those
options;

o the benefits under all compensation plans, including
restricted stock agreements and restricted stock unit
agreements, will be paid as if all contingencies for payment
and maximum levels of performance have been met; and

o the applicable individual will receive benefits under all
other plans he then participates in for three years.

Any payment of the Change of Control severance package to Mr. Huff would not
reduce any benefits or compensation due Mr. Huff under the Service Agreement;
provided, however, that the above mentioned benefits regarding stock options,
benefits under compensation plans and other benefits payable for three years are
not provided under the Change of Control Agreement to Mr. Huff to the extent
they are duplicative of benefits provided to him under his Service Agreement.

The Change of Control Agreements and Mr. Huff's Service Agreement
provide that if any payments made thereunder would cause the recipient to be
liable for an excise tax because the payment is a "parachute payment" (as
defined in the Internal Revenue Code), then Oceaneering will pay the individual
an additional amount to make the individual whole with respect to that tax
liability.

LONG-TERM INCENTIVE PLANS AND RETIREMENT PLANS

Under our 2002 Incentive Plan and 2002 Non-Executive Incentive Plan,
the Compensation Committee may grant options, stock appreciation rights, stock
awards and cash awards to employees and other persons (excluding nonemployee
directors and, with respect to the 2002 Non-Executive Incentive Plan, excluding
executive officers) having an important business relationship with us.

We also maintain a 401(k) Plan and a Supplemental Executive Retirement
Plan. All employees of Oceaneering and its United States subsidiaries who meet
the eligibility requirements may participate in our 401(k) Plan. Certain key
management employees and executives of Oceaneering and its subsidiaries, as
approved by the Compensation Committee, are eligible to participate in our
Supplemental Executive Retirement Plan.

Under our 401(k) Plan, and subject to limitations provided for in the
plan, each participant directs us to defer between 1% and 80% of the
participant's base pay and contribute the deferred compensation to the 401(k)
Plan, with such contributions being invested in shares of Common Stock, mutual
funds and guaranteed investments. A participant's deferred compensation
contributed to the plan is fully vested. Our contributions to this plan become
vested to the participant in percentage increments over a six-year period,
commencing with the participant's date of employment, provided that the
participant remains employed by us. We are currently contributing shares of
Common Stock in an amount equal to 100% of the deferred compensation of each
participant, up to the first 6% of the participant's base pay deferred. During
the year ended December 31, 2002, none of the executive officers listed in the
Summary Compensation Table made contributions to the 401(k) Plan.

As of each July 1, the Compensation Committee may establish an amount
to be accrued subject to vesting under our Supplemental Executive Retirement
Plan for the following 12-month period (each a "Plan Year") as it determines in
its discretion, and the amounts accrued may be different for each participant.
As of September 1, 2000, a participant may elect to defer all or a portion of
base salary and annual bonus for accrual pursuant to the Supplemental Executive
Retirement Plan, which amounts are vested. We do not maintain a separate fund
for our Supplemental Executive Retirement Plan. Amounts accrued under our
Supplemental Executive Retirement Plan are adjusted for earnings and losses as
if they were invested in one or more investment vehicles selected by the
participant from those designated as alternatives by the Compensation Committee.
The account balances that are subject to vesting vest in one-third increments on
the close of the first, second and third years of continuous employment,
beginning with and including July 1 of the Plan Year with respect to which they
are accrued. These account balances vest in any event upon the first to occur of
ten years of continuous employment after becoming a participant, the date that
the sum of the participants' attained ages and years of participation equals 65,
termination of employment by reason of death or disability or within two years
of a change of control, or termination of the plan. A participant's interest in
the plan is generally distributable upon termination of employment.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Oceaneering's executive compensation program is administered by the Compensation
Committee of the Board of Directors (the "Committee"). Each member of the
Committee is a nonemployee director. The Committee is dedicated to the
establishment of a strong, positive link between the development and attainment
of strategic goals that enhance shareholder value and the compensation and
benefit programs needed to achieve those goals.

OVERALL EXECUTIVE COMPENSATION POLICY

Oceaneering's policy is designed to facilitate its mission of
increasing the net wealth of its shareholders by:

o attracting, rewarding and retaining highly qualified and
productive individuals;

o setting compensation levels that are externally competitive
and internally equitable;

o interrelating annual executive compensation with the results
of individual performance, the individual's profit center
performance and overall Oceaneering performance; and

o motivating executives and key employees toward achieving
long-term strategic results by aligning employee and
shareholder interests through the increased value of
Oceaneering's Common Stock.

There are three major components of Oceaneering's executive
compensation program: Base Salary, Annual Incentives and Long-Term Incentive
Awards. The Committee considers all elements of compensation when determining
individual components.

BASE SALARY

The Committee believes a competitive salary is essential to support
management development and career orientation of executives. The Committee
reviews annually the salary of executive officers. In determining appropriate
salary levels, the Committee considers level and scope of responsibility and
accountability, experience, individual performance contributions, internal
equity and market comparisons. The Committee does not assign specific weightings
to these criteria. However, the Committee manages base salaries for the
executive group in a manner that emphasizes incentive compensation.

ANNUAL INCENTIVES

The Committee administers an annual cash incentive bonus award plan to
reward executive officers and other key employees of Oceaneering based on
individual performance and the achievement of specific financial and operational
goals determined for the year. The award interrelates individual performance, an
individual's profit center performance and Oceaneering's overall performance.
For 2002, the maximum annual bonus award established for executive officers was
within a range of 40% to 125% of base salary.

LONG-TERM INCENTIVE AWARDS

Long-term incentive awards under Oceaneering's Long-Term Incentive
Plans are designed to create a mutuality of interest between executive officers
(and other key employees) and shareholders through stock ownership and other
incentive awards.

To achieve these objectives, the Committee granted restricted Common
Stock units to executive officers and other key employees of Oceaneering in
2002. Those awards are subject to earning requirements during the three-year
performance period and subsequent vesting requirements. At the time of vesting
of a restricted Common Stock unit, the participant will be issued a share of
Common Stock for each Common Stock unit vested. Up to one-third of the total
grant may be earned each year, depending on Oceaneering's cumulative Common
Stock performance from July 12, 2002 as compared with a specified peer group's
cumulative common stock performance from that date, with any amount earned
subject to vesting in four equal installments over four years commencing one
year after earning, conditional upon continued employment. If the performance of
Oceaneering's Common Stock is less than 50% of the average of the performance of
the common stock of the peer group, no shares of

restricted stock are earned. If the performance of Oceaneering's Common Stock is
50% to 87.5% or greater than the average of the performance of the peer group,
the amount of restricted stock earned will range from 16% to 100% of the maximum
achievable for that period. At the time of each vesting, the participant
receives a tax-assistance payment. At the end of 2002, none of the restricted
Common Stock units granted in 2002 were earned or vested.

The Committee awards stock options to a broad group of executives and
key employees. Stock option grants were made in 2002 to all the executive
officers listed in the Summary Compensation Table.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

John R. Huff has been Chief Executive Officer of Oceaneering since
August 1986 and Chairman of the Board since 1990. His compensation package has
been designed to encourage the enhancement of shareholder value. Mr. Huff's
compensation for 2002 included the same components and methodology of salary and
variable compensation as apply to other executive officers, with regard to his
high level of accountability. A substantial portion of his compensation is at
risk in the form of performance bonuses and stock awards. For 2002, Mr. Huff's
base annual salary was increased by $30,000 to $530,000, he received an annual
bonus of $650,000, he was granted a Common Stock performance-based award of
120,000 restricted Common Stock units and he was granted stock options for
50,000 shares of Oceaneering Common Stock. Mr. Huff's compensation reflects the
Committee's assessment of Oceaneering's second consecutive year of record
earnings in 2002, its financial performance compared to other oilfield service
companies during the relevant periods, Mr. Huff's leadership and significant
personal contribution to Oceaneering's business, and compensation data of
competitive companies.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

Section 162(m) of the Internal Revenue Code generally disallows a
deduction to public companies to the extent of excess annual compensation over
$1 million paid to certain executive officers, except for qualified
performance-based compensation. Oceaneering had no nondeductible compensation
expense for 2002. The Committee plans to review this matter as appropriate and
take action as may be necessary to preserve the deductibility of compensation
payments to the extent reasonably practical and consistent with Oceaneering's
compensation objectives.

Compensation Committee
Charles B. Evans, Chairman
Harris J. Pappas

PERFORMANCE GRAPH

The following graph compares our total shareholder return to the
Standard & Poor's 500 Stock Index ("S&P 500"), the weighted average return
generated by our present peer group (the "New Peer Group") and the peer group
reported in our proxy statement for our 2002 Annual Meeting of Shareholders (the
"Old Peer Group") from March 31, 1998 through December 31, 2002. We have elected
to modify our peer group to include Cal Dive International, Inc. and delete
Nabors Industries, Inc. Cal Dive International, Inc.'s business is more closely
aligned with our offshore service business than the land drilling activities of
Nabors Industries, Inc. The peer group companies at December 31, 2002 for this
performance graph are Global Industries, Ltd., Halliburton Company, McDermott
International, Inc., Cal Dive International, Inc., Offshore Logistics, Inc.,
Stolt Offshore S.A. and Tidewater, Inc. J. Ray McDermott, S.A. was included in
the peer group until March 31, 1999, after which McDermott International, Inc.
acquired all of its publicly held shares.

It is assumed in the graphs that: (1) $100 was invested in
Oceaneering's Common Stock, the S&P 500 and the New and Old Peer Groups on March
31, 1998, except that, with respect to these peer groups, the investment was
made in J. Ray McDermott, S.A., until March 31, 1999; (2) the peer group
investment is weighted based on the market capitalization of each individual
company within the peer group at the beginning of each period; and (3) any
dividends are reinvested. We have not declared any dividends during the period
covered by the graph. The shareholder return shown is not necessarily indicative
of future performance.

COMPARISON OF CUMULATIVE SHAREHOLDER RETURN
FOR OCEANEERING, S&P 500 AND A SELECTED PEER GROUP

(PERFORMANCE GRAPH)

3/31/98 3/31/99 3/31/00 12/31/00 12/31/01 12/31/02
------- ------- ------- -------- -------- --------

Oceaneering 100.00 76.58 94.94 98.42 112.00 125.27
Old Peer Group 100.00 70.87 81.54 86.02 43.42 48.46
New Peer Group 100.00 70.14 76.14 72.27 35.42 40.67
S&P 500 100.00 118.46 139.71 124.15 109.39 85.22

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth in this Proxy Statement, no director or executive
officer of Oceaneering or nominee for election as a director of Oceaneering, or
holder of more than 5% of the outstanding shares of Common Stock, and no member
of the immediate family of any such director, nominee, officer or security
holder, to our knowledge, had any material interest in any transaction during
our year ended December 31, 2002, or in any currently proposed transaction, to
which Oceaneering or any subsidiary of Oceaneering was or is a party in which
the amount involved exceeds $60,000.

No director or executive officer of Oceaneering who served in such
capacity since January 1, 2002 or any associate of any such director or officer,
to the knowledge of the executive officers of Oceaneering, has any material
interest in any matter proposed to be acted on at the 2003 Annual Meeting of
Shareholders, other than as described in this Proxy Statement.

RATIFICATION OF APPOINTMENT OF AUDITORS
PROPOSAL 2

On June 18, 2002, we dismissed Arthur Andersen LLP as our independent
auditors and our Board appointed Ernst & Young LLP to serve as our independent
auditors for 2002. That appointment was made at the recommendation of the Audit
Committee of the Board of Directors.

Subject to ratification by the shareholders, the Audit Committee of the
Board of Directors has appointed Ernst & Young LLP, independent certified public
accountants, as independent auditors of Oceaneering for the year ending December
31, 2003. Representatives of Ernst & Young LLP will be present at the meeting,
will be given the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions of any shareholders.

During the year ended December 31, 2001 and the nine-month period ended
December 31, 2000, and the subsequent period from January 1, 2002 through June
18, 2002, there were no disagreements between Arthur Andersen LLP and us on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to
make a reference to the subject matter of the disagreements in connection with
its reports on our consolidated financial statements for those periods; and,
during those periods, we did not experience any "reportable events" of the kinds
listed in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Arthur Andersen LLP on our consolidated financial
statements as of and for the years ended December 31, 2001 and as of and for the
nine-month period ended December 31, 2000 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty or
audit scope. In addition, there were no modifications as to accounting
principles except:

o the change in the method of accounting for derivative
instruments effective January 1, 2001; and

o the change in accounting for goodwill associated with business
acquisitions made after June 30, 2001;

both of which were changes that new pronouncements of the Financial Accounting
Standards Board required.

During the year ended December 31, 2001 and the nine-month period ended
December 31, 2000, and from January 1, 2002 through June 18, 2002, we did not
consult with Ernst & Young LLP regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our consolidated financial
statements, or any other matters or events described in Item 304(a)(2)(i) and
(ii) of Regulation S-K.

In accordance with our bylaws, the approval of the proposal to ratify
the appointment of Ernst & Young LLP as independent auditors of Oceaneering for
the year ending December 31, 2003 requires the affirmative vote of a majority of
the shares of Common Stock voted on this proposal at the meeting. Accordingly,
abstentions and broker "non-votes" marked on proxy cards will not be included in
the tabulation of votes cast on this proposal.

The persons named in the accompanying proxy intend to vote such proxy
in favor of the ratification of the appointment of Ernst & Young LLP as
independent auditors of Oceaneering for the fiscal year ending December 31,
2003, unless a contrary choice is set forth thereon or unless an abstention or
broker "non-vote" is indicated thereon.

FEE INCURRED BY OCEANEERING FOR ERNST & YOUNG LLP

The following table shows the fees paid or accrued by Oceaneering for
the audit and other services provided by Ernst & Young LLP for 2002.

Audit Fees(1)...................................................... $ 779,000
Financial Information Systems Design and Implementation Fees....... 0
All Other Fees(2).................................................. 243,000
----------
Total.............................................................. $1,022,000

----------

(1) Audit services of Ernst & Young LLP for 2002 consisted of: (a) (1) the
audit of the restatement of our financial statements as of and for the
nine-month period ended December 31, 2000 and the year ended December
31, 2001 and (2) the audit of our financial statements as of and for
the year ended December 31, 2002, (b) quarterly reviews of financial
statements and (c) statutory audits.

(3) Approximately $203,000 of "All Other Fees" is for audit-related fees
that consisted primarily of services related to business acquisitions,
accounting consultations, filings made with the SEC (other than reports
on Forms 10-K and 10-Q) and other audit-related services. The remaining
$40,000 of "All Other Fees" consisted primarily of tax services.

The Audit Committee has concluded that Ernst & Young LLP's provision of
services that were not related to the audit of our financial statements in 2002
was compatible with maintaining that firm's independence from us.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to have a qualified proposal considered for
inclusion in our proxy statement for our 2004 Annual Meeting of Shareholders
must send notice of the proposal to our Corporate Secretary at our principal
executive offices, 11911 FM 529, Houston, Texas 77041-3011, so that such notice
is received no later than December 23, 2003. If you submit such a proposal, you
must provide your name, address, the number of shares of Common Stock held of
record or beneficially, the date or dates on which you acquired those shares and
documentary support for any claim of beneficial ownership.

In addition, any shareholder who intends to submit a proposal for
consideration at our 2004 Annual Meeting of Shareholders, regardless of whether
the proposal is submitted for inclusion in our proxy statement for that meeting,
or who intends to submit nominees for election as directors at that meeting,
must notify our Corporate Secretary. Under our bylaws, such notice must:

o be received at our executive offices no earlier than December
2, 2003 and no later than close of business on January 31,
2004; and

o satisfy requirements that our bylaws specify.

A copy of the pertinent bylaw provisions can be obtained from our Corporate
Secretary on written request.

TRANSACTION OF OTHER BUSINESS

Should any other matter requiring the vote of shareholders arise at
the meeting, it is intended that proxies will be voted in respect thereto in
accordance with the judgment of the person or persons voting the proxies.

Please return your proxy as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the Annual Meeting of Shareholders, no business can be
transacted. Therefore, please be sure to date and sign your proxy exactly as
your name appears on your stock certificate and return it in the enclosed
postage-paid return envelope or vote by telephone or over the Internet by
following the instructions included in this package. Please act promptly to
ensure that you will be represented at the meeting.

WE WILL PROVIDE WITHOUT CHARGE ON THE WRITTEN REQUEST OF ANY PERSON
SOLICITED HEREBY A COPY OF OUR ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2002. WRITTEN
REQUESTS SHOULD BE MAILED TO GEORGE R. HAUBENREICH, JR., SECRETARY, OCEANEERING
INTERNATIONAL, INC., P. O. BOX 40494, HOUSTON, TEXAS 77240-0494.

By Order of the Board of Directors,

/s/ GEORGE R. HAUBENREICH, JR.

George R. Haubenreich, Jr.
Senior Vice President, General Counsel
and Secretary

April 21, 2003

APPENDIX A

AUDIT COMMITTEE CHARTER
OF
OCEANEERING INTERNATIONAL, INC.

The Audit Committee is appointed by the Board of Directors to assist
the Board of Directors in monitoring (1) the integrity of the financial
statements of the Company, (2) the compliance by the Company with legal and
regulatory requirements, (3) the independence, qualifications and performance of
the Company's independent auditors and (4) the performance of the Company's
internal audit function. The Audit Committee shall prepare the report required
by the rules and regulations of the Securities and Exchange Commission (the
"SEC") to be included in the Company's annual proxy statement. The Audit
Committee shall have and may exercise all the powers of the Board of Directors,
except as may be prohibited by law, with respect to all matters encompassed by
this Charter, and all the power and authority required under the Sarbanes-Oxley
Act of 2002.

The Audit Committee shall be elected by the Board of Directors and
shall consist of not less than three members of the Board of Directors. The
Board of Directors shall also elect a chairman of the Audit Committee. The
members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations of the SEC, in each case after giving effect to any applicable
phase-in requirement. At least one member of the Audit Committee shall be an
"audit committee financial expert" as defined by Item 401(h)(2) of Regulation
S-K promulgated by the SEC. No member of the Audit Committee shall
simultaneously serve on the audit committees of more than two other public
companies.

The independent auditors of the Company are ultimately accountable to
the Board of Directors and the Audit Committee. The Audit Committee shall have
the sole authority to appoint and, where appropriate, replace the Company's
independent auditors (subject to stockholder ratification) and to approve all
audit engagement fees and terms. The Audit Committee shall be directly
responsible for the compensation and oversight of the work of the independent
auditors (including resolution of disagreements between the Company's management
and the independent auditors regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work or performing other audit,
review or attest services for the Company. The independent auditors shall report
directly to the Audit Committee.

The Audit Committee shall preapprove all audit, review or attest
engagements and permissible non-audit services, including the fees and terms
thereof, to be performed by the independent auditors, subject to, and in
compliance with, the de minimis exception for non-audit services described in
Section 10A(i)(1)(B) of the Exchange Act and the applicable rules and
regulations of the SEC.

The Audit Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to
grant preapprovals of audit and permissible non-audit services. Any decisions of
such subcommittee to grant preapprovals shall be reported to the full Audit
Committee at its next scheduled meeting.

The Audit Committee shall:

o Review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the
Board of Directors for approval.

o Review, on an annual basis, the annual audited
financial statements for the immediately preceding
fiscal year with management and the independent
auditors, as well as the disclosures to be made in
management's discussion and analysis of financial
condition and results of operations in the Company's
Annual Report on Form 10-K for such fiscal year.

A-1

o Make a recommendation to the Board of Directors each
year as to whether the Company's annual audited
financial statements for the immediately preceding
fiscal year and accompanying notes should be included
in the Company's Annual Report on Form 10-K for such
fiscal year.

o Quarterly, review with management and the independent
auditors the Company's quarterly financial statements
for the immediately preceding fiscal quarter, and
disclosures to be made in management's discussion and
analysis of financial condition and results of
operations, prior to the filing of the Company's
Quarterly Reports on Form 10-Q for such fiscal
quarter, including any matters provided in Statement
on Auditing Standards No. 71 arising in connection
with the Company's quarterly financial statements.

o Review and discuss with management and the
independent auditors:

o major issues regarding accounting principles
and financial statement presentations,
including significant changes in the
selection or application of accounting
principles, any major issues concerning the
adequacy of the Company's internal controls
and special steps adopted in light of
material control deficiencies.

o analyses prepared by management and/or the
independent auditors setting forth
significant financial reporting issues and
judgments made in connection with the
preparation of the Company's financial
statements, including analyses of the
effects of alternative methods of generally
accepted accounting principles ("GAAP") on
the financial statements.

o Review and discuss annual reports from the
independent auditors on:

o All critical accounting policies and
practices to be used.

o All alternative treatments of financial
information within GAAP that have been
discussed with management, including (1)
ramifications of the use of such alternative
disclosures and treatments and (2) the
treatment preferred by the independent
auditors.

o Other material written communications
between the independent auditors and
management, such as any management letter
provided by the independent auditors and
management's response to that letter, any
management representation letter, any
reports on observations and recommendations
on internal controls, any schedule of
unadjusted audit differences and a listing
of adjustments and reclassifications not
recorded, if any, and any engagement or
independence letters.

o Review with management the Company's earnings press
releases, with particular emphasis on the use of any
"non-GAAP financial measures," as well as financial
information and earnings guidance provided to
analysts and rating agencies. Such discussion may be
done generally (covering, for example, the types of
information to be disclosed and the type of
presentation to be made).

o Review with management and the independent auditors
the effect of regulatory and accounting initiatives
as well as off-balance sheet structures on the
Company's financial statements.

A-2

o Meet periodically with management to review the
Company's major financial risk exposures and the
steps management has taken to monitor and control
those exposures, including the Company's policies and
guidelines concerning risk assessment and risk
management.

o Discuss with the independent auditors the matters
required to be communicated by the independent
auditors pursuant to Statement on Auditing Standards
No. 61 relating to the conduct of the audit,
including any problems or difficulties encountered in
the course of the audit work and management's
response, any restrictions on the scope of activities
or access to requested information and any
significant disagreements with management.

o Review the disclosures that the Company's chief
executive officer and chief financial officer make to
the Audit Committee and the independent auditors in
connection with the certification process for the
Company's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q concerning any significant
deficiencies or weaknesses in the design or operation
of internal controls and any fraud that involves
management or other employees who have a significant
role in the internal controls of the Company.

o Review and evaluate the lead partner of the
independent auditors.

o At least annually, obtain and review a report by the
independent auditors describing (i) the independent
auditors' internal quality-control procedures; (ii)
any material issues raised by the most recent
internal quality-control review, or peer review, of
the independent auditors, or by any inquiry or
investigation by governmental or professional
authorities, within the preceding five years,
respecting one or more independent audits carried out
by the firm, and any steps taken to deal with any
such issues; and (iii) all relationships between the
independent auditors and the Company as contemplated
by Independence Standards Board Standard No. 1.
Evaluate the independent auditors' qualifications,
performance and independence, including considering
whether the independent auditors' quality controls
are adequate and the provision of permitted non-audit
services is compatible with maintaining the
independent auditors' independence. In making this
evaluation, the Committee shall take into account the
opinions of management and internal auditors. The
Audit Committee shall present its conclusions with
respect to the independent auditors to the full Board
of Directors.

o Confirm the regular rotation of the audit partners as
required by law. Consider whether there should be
regular rotation of the independent auditing firm.

o Establish hiring policies for the Company's
employment of the independent auditors' personnel or
former personnel who participated in any capacity in
the audit of the Company.

o Review with the independent auditors any
communication or consultation between the Company's
audit team and the independent auditors' national
office respecting auditing or accounting issues
presented by the engagement.

o Meet with the independent auditors prior to the audit
to review the planning and staffing of the audit.

o Review the appointment and replacement of the senior
internal auditor.

o Review the significant reports to management prepared
by the internal auditing department and management's
responses.

A-3

o Review with management and the independent auditors
the responsibilities, budget and staffing of the
internal auditors and any recommended changes in the
planned scope of the internal audit.

o Obtain from the independent auditors assurance that
Section 10A(b) of the Exchange Act has not been
implicated.

o Make inquiries of management, the Company's senior
internal auditor and the independent auditors as to
their knowledge if the Company and its subsidiary and
affiliated entities are in conformity with applicable
legal requirements and the Company's Code of Business
Conduct and Ethics.

o Advise the Board of Directors with respect to the
Company's policies and procedures regarding
compliance with applicable laws and regulations and
with the Company's Code of Business Conduct and
Ethics.

o Establish procedures for the receipt, retention and
treatment of complaints received by the Company
regarding accounting, internal accounting controls or
auditing matters, and the confidential, anonymous
submission by employees of the Company of concerns
regarding questionable accounting or auditing
matters.

o Review with the Company's General Counsel legal
matters that may have a material impact on the
Company's financial statements, the Company's
compliance policies and any material reports or
inquiries received from regulators or governmental
agencies.

o Meet periodically with management, the internal
auditors and the independent auditors in separate
executive sessions.

o Review annually the Audit Committee's own
performance.

o Make regular reports to the Board of Directors.

While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with GAAP. It is also not the duty of the Audit
Committee to conduct investigations, to resolve any disagreements between
management and the independent auditors or to assure compliance with laws and
regulations and the Company's Code of Business Conduct and Ethics.

The Audit Committee shall have the authority to retain and obtain
advice and assistance from current or independent legal, accounting or other
advisors without seeking approval of the Board of Directors. The Audit Committee
may request any officer or employee of the Company or the Company's outside
counsel or independent auditors to attend a meeting of the Audit Committee or to
meet with any members of, or advisors to, the Audit Committee. The Company shall
provide for appropriate funding, as determined by the Audit Committee, for
payment of compensation to the independent auditors for the purpose of rendering
or issuing an audit report to any advisors employed by the Audit Committee.

The Audit Committee will meet as often as the members shall determine
to be necessary or appropriate, but at least four times during each year. In
addition, the Audit Committee will make itself available to the independent
auditors and the internal auditors of the Company as requested. Reports of
meetings of the Audit Committee shall be made to the Board of Directors at its
next regularly scheduled meeting following the Audit Committee meeting,
accompanied by any recommendations to the Board of Directors approved by the
Audit Committee.

A-4

OCEANEERING INTERNATIONAL, INC.

C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8687
EDISON, NJ 08818-8687

VOTER CONTROL NUMBER
------------------------------

------------------------------

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-TELEPHONE VOTE-BY-INTERNET

1. LOG ON TO THE INTERNET AND GO TO 1. CALL TOLL-FREE
http://www.eproxyvote.com/oii 1-877-PRX-VOTE (1-877-779-8683)

2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE 2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND
AND FOLLOW THE EASY STEPS OUTLINED ON THE SECURED FOLLOW THE EASY RECORDED INSTRUCTIONS.
WEBSITE.

IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. MANAGEMENT RECOMMENDS
THAT YOU VOTE FOR AUTHORITY ON PROPOSALS 1 AND 2.

OCEANEERING INTERNATIONAL, INC.

FOR AGAINST ABSTAIN

1. Election of Directors. 2. Proposal to ratify the appointment of Ernst [ ] [ ] [ ]
NOMINEES: (01) Jerold J. DesRoche and (02) John R. Huff & Young LLP as independent auditors for
the year ending December 31, 2003.
FOR [ ] [ ] WITHHELD
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before
the meeting or any adjournment thereof, including procedural
and other matters relating to the conduct of the meeting.
[ ]
------------------------------------------
For all nominees, except as written above

Please sign exactly as your name appears hereon. When shares
are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee, guardian or
other similar capacity, please give full title as such. If a
corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

Signature: Date: Signature: Date:
-------------------------------- ----------- ---------------------------- ------------

OCEANEERING INTERNATIONAL, INC.
OFFERS TELEPHONE OR INTERNET VOTING
24 HOURS A DAY, 7 DAYS A WEEK

Voting by telephone or Internet eliminates the need to return this proxy card.
Your vote authorizes the proxies named below to vote your shares to the same
extent as if you had marked, signed, dated and returned the proxy card. Before
voting, read the proxy statement and voting instruction form. Follow the steps
listed. Your vote will be immediately confirmed and posted. Thank you for
voting!

TO VOTE BY TELEPHONE

1. On a touch-tone telephone, call toll-free 1-877-779-8683.

2. Enter the voter control number on the reverse side.

3. Enter the last four digits from your taxpayer identification number.

4. You then have two options:

Option 1: To vote as the Board of Directors recommends on all items.
Option 2: To vote on each proposal separately.

TO VOTE BY INTERNET

1. Log on to the Internet and go to the website HTTP://WWW.EPROXYVOTE.COM/OII.

2. Enter the voter control number from the box on the reverse side.

3. Follow the instructions.

IF YOU CHOOSE TO VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY
CARD.

DETACH HERE

PROXY

OCEANEERING INTERNATIONAL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

T. Jay Collins and George R. Haubenreich, Jr., with full power of substitution
and resubstitution, are hereby appointed proxies to vote all the shares of
common stock of the undersigned in Oceaneering International, Inc., held of
record by the undersigned on April 14, 2003, at the Annual Meeting of
Shareholders to be held on May 30, 2003, in the Atrium of Oceaneering's
corporate offices at 11911 FM 529, Houston, Texas 77041-3011, and at any
adjournment or postponement thereof.

The undersigned acknowledges receipt of Oceaneering's annual report for the year
ended December 31, 2002 and the Notice of 2003 Annual Meeting of Shareholders
and related Proxy Statement.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON
THE REVERSE SIDE. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN
THIS CARD OR VOTE BY TELEPHONE OR INTERNET AS DESCRIBED ABOVE BEFORE THE ANNUAL
MEETING.