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<SEC-DOCUMENT>/in/edgar/work/0000950129-00-005433/0000950129-00-005433.txt : 20001114
<SEC-HEADER>0000950129-00-005433.hdr.sgml : 20001114
ACCESSION NUMBER:		0000950129-00-005433
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OCEANEERING INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000073756
		STANDARD INDUSTRIAL CLASSIFICATION:	 [1389
]		IRS NUMBER:				952628227
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-10945
			FILM NUMBER:		759669
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		11911 FM 529
				CITY:			HOUSTON
				STATE:			TX
				ZIP:			77041
				BUSINESS PHONE:		713-329-4500
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		11911 FM 529
					CITY:			HOUSTON
					STATE:			TX
					ZIP:			77041
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>h81644e10-q.txt
<DESCRIPTION>OCEANEERING INTERNATIONAL, INC. - SEPT 30, 2000
<TEXT>

<PAGE>   1
                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000
                                               ------------------

                                       OR

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________


                         Commission File Number 1-10945
                                                -------

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

           DELAWARE                                               95-2628227
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


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


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


                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                                 Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                                 Outstanding at November 1, 2000
- ----------------------------                     -------------------------------
Common Stock, $.25 Par Value                                   22,985,706 shares


                                     Page 1

<PAGE>   2



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       September 30,    March 31,
                                                           2000           2000
                                                       -------------    ---------
<S>                                                    <C>              <C>
ASSETS

Current Assets:
   Cash and cash equivalents                             $  5,880       $ 11,001
   Accounts receivable (net of allowance
     for doubtful accounts of $510 and $500)              117,470        118,572
   Prepaid expenses and other                              23,357         18,990
                                                         --------       --------
   Total current assets                                   146,707        148,563
                                                         --------       --------

Property and Equipment, at cost                           503,455        461,285
Less: accumulated depreciation                            185,586        184,918
                                                         --------       --------
Net property and equipment                                317,869        276,367
                                                         --------       --------

Goodwill (net of amortization of $7,209
and $6,612)                                                11,805         11,611
                                                         --------       --------

Other Assets                                               11,850         14,435
                                                         --------       --------

   TOTAL ASSETS                                          $488,231       $450,976
                                                         ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts and notes payable                            $ 25,912       $ 34,905
   Accrued liabilities                                     50,791         53,645
   Income taxes payable                                     7,561          7,238
                                                         --------       --------
   Total current liabilities                               84,264         95,788
                                                         --------       --------

Long-term Debt, net of current portion                    172,500        128,000
                                                         --------       --------

Other Long-term Liabilities                                31,152         31,488
                                                         --------       --------

Commitments and Contingencies

Shareholders' Equity                                      200,315        195,700
                                                         --------       --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $488,231       $450,976
                                                         ========       ========
</TABLE>


See Notes to Consolidated Financial Statements.

                                     Page 2

<PAGE>   3


                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                            For the Three Months Ended         For the Six Months Ended
                                                                   September 30,                    September 30,
                                                            --------------------------        --------------------------
                                                               2000             1999             2000             1999
                                                            ---------        ---------        ---------        ---------
                                                                      (in thousands, except per share amounts)
<S>                                                         <C>              <C>              <C>              <C>
Revenues                                                    $ 100,464        $ 100,405        $ 204,503        $ 199,265
Cost of Services                                               82,091           82,950          170,757          163,283
Selling, General and Administrative Expenses                   10,393            9,710           20,388           19,259
                                                            ---------        ---------        ---------        ---------

    Income from operations                                      7,980            7,745           13,358           16,723

Interest Income                                                    96              151              245              294

Interest Expense, net of capitalized interest of $938
and $410, and $1,731 and $800                                  (1,950)          (1,496)          (3,562)          (2,842)

Other Income (Expense), Net                                       303              (79)             612              126
                                                            ---------        ---------        ---------        ---------

    Income before income taxes                                  6,429            6,321           10,653           14,301

Provision for Income Taxes                                     (2,317)          (2,205)          (3,838)          (5,151)
                                                            ---------        ---------        ---------        ---------

    Net Income                                              $   4,112        $   4,116        $   6,815        $   9,150
                                                            =========        =========        =========        =========


Basic Earnings per Share                                    $    0.18        $    0.18        $    0.30        $    0.41

Diluted Earnings per Share                                  $    0.18        $    0.18        $    0.29        $    0.40

Weighted average number of common shares                       22,941           22,699           22,903           22,545

Incremental shares from stock options                             280              380              300              328

Weighted average number of common shares and
equivalents                                                    23,221           23,079           23,203           22,873
</TABLE>


See Notes to Consolidated Financial Statements.


                                     Page 3

<PAGE>   4


                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                    For the Six Months Ended
                                                                          September 30,
                                                                    ------------------------
                                                                      2000            1999
                                                                    --------        --------
                                                                         (in thousands)
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net Income                                                      $  6,815        $  9,150
                                                                    --------        --------
    Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
    Depreciation and amortization                                     20,926          16,345
    Currency translation adjustments and other                          (184)          2,356
    Decrease (increase) in accounts receivable                         1,102          (8,471)
    Increase in prepaid expenses and other current assets             (4,367)         (4,128)
    Increase in other assets                                            (740)           (894)
    Decrease in current liabilities                                  (11,365)         (3,956)
    Increase (decrease) in other long-term liabilities                  (336)            121
                                                                    --------        --------

    Total adjustments to net income                                    5,036           1,373
                                                                    --------        --------

NET CASH PROVIDED BY OPERATING ACTIVITIES                             11,851          10,523
                                                                    --------        --------

Cash Flows from Investing Activities:
    Purchases of property and equipment and other                    (63,101)        (27,074)
                                                                    --------        --------

NET CASH USED IN INVESTING ACTIVITIES                                (63,101)        (27,074)
                                                                    --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from revolving credit and other
     long-term debt                                                   44,328          11,849
    Proceeds from issuance of common stock                             1,801           4,512
                                                                    --------        --------

NET CASH PROVIDED BY FINANCING ACTIVITIES                             46,129          16,361
                                                                    --------        --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                             (5,121)           (190)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                         11,001           8,367
                                                                    --------        --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                           $  5,880        $  8,177
                                                                    ========        ========
</TABLE>

See Notes to Consolidated Financial Statements.


                                     Page 4

<PAGE>   5


                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       Basis of Presentation and Significant Accounting Policies

         These Consolidated Financial Statements are unaudited and have been
         prepared pursuant to instructions for the Quarterly Report on Form 10-Q
         required to be filed with the Securities and Exchange Commission and do
         not include all information and footnotes normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles. Management has reflected all adjustments which
         it believes are necessary to present fairly Oceaneering's financial
         position at September 30, 2000 and its results of operations and cash
         flows for the periods presented. All such adjustments are of a normal
         recurring nature. The financial statements should be read in
         conjunction with the consolidated financial statements and notes
         thereto included in Oceaneering's Annual Report on Form 10-K for its
         fiscal year ended March 31, 2000. The results for interim periods are
         not necessarily indicative of annual results. In November 2000,
         Oceaneering changed its fiscal year from March 31 to December 31.

2.       Shareholders' Equity

         Shareholders' Equity consisted of the following:


<TABLE>
<CAPTION>
                                                                     September 30,     March 31,
                                                                         2000             2000
                                                                     -------------     ---------
                                                                             (in thousands)
<S> <C>                                                              <C>               <C>
Common Stock, par value $0.25;
    90,000,000 shares authorized;
    24,017,046 shares issued                                          $   6,004        $   6,004
Additional paid-in capital                                               78,445           77,972
Treasury stock; 1,045,511 and 1,197,705 shares, at average cost         (14,010)         (16,050)
Retained earnings                                                       147,308          140,493
Accumulated other elements of comprehensive income                      (17,432)         (12,719)
                                                                      ---------        ---------

Total shareholders' equity                                            $ 200,315        $ 195,700
                                                                      =========        =========
</TABLE>

3.       Income Taxes

         Cash taxes paid were $3.3 million and $5.1 million for the six months
         ended September 30, 2000 and 1999, respectively. Oceaneering also
         received a cash tax refund of $4.4 million during the first half of the
         current fiscal year.

4.       Earnings Per Share

         Oceaneering has computed earnings per share in accordance with
         Financial Accounting Standards Board Standard Number ("SFAS") 128,
         "Earnings Per Share."

5.       Business Segment Information

         Oceaneering supplies a comprehensive range of technical services and
         specialty products to a variety of industries. Oceaneering's Offshore
         Oil and Gas business consists of four business segments: Remotely
         Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore Production
         Systems and Other Services. Oceaneering's Advanced Technologies
         business is a separate segment that provides project management,
         engineering services and equipment for applications outside the oil and
         gas industry.


                                     Page 5

<PAGE>   6


         There are no differences in the basis of segmentation or in the basis
of measurement of segment profit or loss from those used in the consolidated
financial statements for the fiscal year ended March 31, 2000. The previously
reported information for the quarter ended June 30, 2000 included certain
Advanced Technologies activities in the Offshore Oil and Gas segments. That
information is restated below. The following summarizes certain financial data
by business segment:


<TABLE>
<CAPTION>
                                                        For the Three Months Ended         For the Six Months Ended
                                                    ----------------------------------     ------------------------
                                                    Sept. 30,    Sept. 30,    June 30,     Sept. 30,       Sept. 30,
                                                      2000         1999         2000         2000            1999
                                                    ---------    ---------    --------     ---------       ---------
                                                                           (in thousands)

<S>                                                 <C>          <C>          <C>          <C>             <C>
Revenues
    Offshore Oil and Gas
         ROVs                                       $ 27,634     $ 23,446     $ 25,362     $ 52,996        $ 46,316
         Subsea Products                              21,057       13,872       22,502       43,559          31,082
         Mobile Offshore Production Systems            5,281        5,715        5,980       11,261          13,084
         Other Services                               20,851       26,449       22,535       43,386          45,779
                                                    --------     --------     --------     --------        --------
    Total Offshore Oil and Gas                        74,823       69,482       76,379      151,202         136,261
    Advanced Technologies                             25,641       30,923       27,660       53,301          63,004
                                                    --------     --------     --------     --------        --------
         Total                                      $100,464     $100,405     $104,039     $204,503        $199,265
                                                    ========     ========     ========     ========        ========

Gross Margins
    Offshore Oil and Gas
         ROVs                                       $  7,003     $  5,715     $  5,777     $ 12,780        $ 11,388
         Subsea Products                               2,519        1,449        2,344        4,863           4,273
         Mobile Offshore Production Systems(1)         2,168        1,348        1,331        3,499           4,431
         Other Services                                2,249        4,622        1,235        3,484           6,531
                                                    --------     --------     --------     --------        --------
    Total Offshore Oil and Gas                        13,939       13,134       10,687       24,626          26,623
    Advanced Technologies                              4,434        4,321        4,686        9,120           9,359
                                                    --------     --------     --------     --------        --------
       Total                                        $ 18,373     $ 17,455     $ 15,373     $ 33,746        $ 35,982
                                                    ========     ========     ========     ========        ========
</TABLE>

         (1) The periods ended September 30, 2000 contain a $2.5 million
         impairment loss related to an out-of- service tanker held for possible
         conversion into production service. This tanker is not of the size
         prevalently in demand in the current market, and there have been few
         opportunities to bid this vessel. Therefore, it has been written down
         to its estimated market value. The impairment loss is reflected in the
         Cost of Services line in the Consolidated Statements of Income.

6.       Comprehensive Income

         Effective April 1, 1998, Oceaneering adopted SFAS 130, "Reporting
         Comprehensive Income." This statement establishes standards for
         reporting and displaying comprehensive income and its components.
         Comprehensive income is the total of net income and all nonowner
         changes in equity. The amounts of comprehensive income for each of the
         three- and six-month periods ended September 30, 2000 and 1999 are as
         follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended        Six Months Ended
                                                         September 30,            September 30,
                                                     --------------------     --------------------
                                                      2000         1999        2000         1999
                                                     -------      -------     -------      -------
                                                                   (in thousands)
<S>                                                  <C>          <C>         <C>          <C>
Net Income per Consolidated Statements of Income     $ 4,112      $ 4,116     $ 6,815      $ 9,150
Foreign Currency Translation Gains (Losses)           (2,516)       1,837      (4,713)         523
                                                     -------      -------     -------      -------
Comprehensive Income                                 $ 1,596      $ 5,953     $ 2,102      $ 9,673
                                                     =======      =======     =======      =======
</TABLE>

         Amounts comprising other elements of comprehensive income in
Shareholders' Equity:

<TABLE>
<CAPTION>
                                                        September 30, 2000      March 31, 2000
                                                        ------------------      --------------
                                                                      (in thousands)
<S>                                                     <C>                     <C>
Accumulated Foreign Currency Translation Adjustments        $(17,432)              $(12,719)
                                                            ========               ========
</TABLE>


                                     Page 6

<PAGE>   7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

All statements in this Form 10-Q, other than statements of historical facts,
including, without limitation, statements regarding our business strategy, plans
for future operations and industry conditions, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to various
risks, uncertainties and assumptions, including those we refer to under the
heading "Cautionary Statement Concerning Forward-Looking Statements" in Part I
of our Annual Report on Form 10-K for our fiscal year ended March 31, 2000.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, because of the inherent limitations in the
forecasting process, as well as the relatively volatile nature of the industries
in which we operate, we can give no assurance that those expectations will prove
to be correct. Accordingly, evaluation of our future prospects must be made with
caution when relying on forward-looking information.

Material Changes in Financial Condition

We consider our liquidity and capital resources adequate to support our
operations and capital commitments. At September 30, 2000, we had working
capital of $62 million, including $6 million of unrestricted cash and we had
$57.5 million available under committed credit facilities.

Our capital expenditures were $72 million during the six months ended September
30, 2000, as compared to $27 million during the corresponding period of the
prior fiscal year. Capital expenditures in the current fiscal year consisted of
ongoing costs related to the conversion of a jackup drilling rig to a mobile
offshore production unit, additions to our fleet of ROVs and multiservice vessel
construction. Prior fiscal year expenditures consisted of additions to our fleet
of ROVs, multiservice vessel construction and subsea products facilities
expansion.

Commitments for capital expenditures at September 30, 2000 were approximately
$30 million of remaining costs for the conversion of a jackup drilling rig to a
mobile offshore production unit. This unit will be used for a three-year
contract in Western Australia. Operations are anticipated to begin during the
second quarter of calendar year 2001.

Results of Operations

Effective with the fourth quarter of the year ended March 31, 2000, we increased
our reporting segments from three to five to assist the investment community in
better understanding our company. The segments are contained within two
businesses - services and products provided to the offshore oil and gas industry
("Offshore Oil and Gas") and all other services and products ("Advanced
Technologies"). Our segments within the Offshore Oil and Gas business are
Remotely Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore Production
Systems and Other Services. We report our Advanced Technologies business as one
segment. The previously reported information for the quarter ended June 30, 2000
included certain Advanced Technologies activities in the Offshore Oil and Gas
segments. That information is restated in the following discussion.

Consolidated revenue and margin information is as follows:

<TABLE>
<CAPTION>
                             For the Three Months Ended           For the Six Months Ended
                       ------------------------------------      --------------------------
                       Sept. 30,     Sept. 30,     June 30,      Sept. 30,        Sept. 30,
                         2000          1999          2000          2000             1999
                       --------      ---------     --------      ---------        ---------
                                                (in thousands)

<S>                    <C>           <C>           <C>           <C>              <C>
Revenues               $100,464      $100,405      $104,039      $204,503         $199,265
Gross margin             18,373        17,455        15,373        33,746           35,982
Gross margin %               18%           17%           15%           17%              18%
Operating margin %            8%            8%            5%            7%               8%
</TABLE>

We generate a material amount of our consolidated revenue from contracts for
marine services in the Gulf of Mexico and North Sea, which are usually more
active from April through November compared to the rest of the year. However,
our exit from the diving sector in the North Sea in early 1998 and the
substantial number of multiyear ROV contracts that we entered into since
calendar year 1997 have reduced the seasonality of our ROV and Other Services
operations. Revenues in our Mobile Offshore Production Systems, Subsea Products
and Advanced Technologies segments are generally not seasonal.

Our Offshore Oil and Gas business results are influenced by the level of capital
spending by oil and gas companies in the offshore sector. While crude oil and
natural gas prices were higher than those during the comparable period of the
prior fiscal year, capital spending levels have not yet increased as we had
anticipated at the start of our fiscal year. The fixed costs associated with our
underutilized assets have impacted our profit margins, particularly our
umbilical manufacturing facilities in our Subsea Products segment and our
multiservice vessels in our Other Services segment. Our bidding activity is up,
but projects are planned for execution in calendar year 2001. Our Subsea


                                     Page 7

<PAGE>   8

Products segment operating income improved in the current quarter, primarily
from results in Brazil. Our current year Advanced Technologies segment results
are anticipated to be lower than those achieved in the prior fiscal year as our
cable venture is expected to be about break-even in its first year of operation
and this segment's other operations are expected to be comparable to last fiscal
year.

OFFSHORE OIL AND GAS.

The table below sets forth our revenues and gross margins for our Offshore Oil
and Gas business for the periods indicated.


<TABLE>
<CAPTION>
                                           For the Three Months Ended            For the Six Months Ended
                                       ------------------------------------      ------------------------
                                       Sept. 30,     Sept. 30,     June 30,      Sept. 30,      Sept. 30,
                                         2000          1999          2000          2000           1999
                                       ---------     ---------     --------      ---------      ---------
                                                              (in thousands)

<S>                                    <C>           <C>           <C>           <C>            <C>
ROVs
    Revenues                           $ 27,634      $ 23,446      $ 25,362      $ 52,996       $ 46,316
    Gross margin                          7,003         5,715         5,777        12,780         11,388
    Gross margin %                           25%           24%           23%           24%            25%
    Work class utilization %                 71%           64%           63%           67%            64%

Subsea Products
    Revenues                           $ 21,057      $ 13,872      $ 22,502      $ 43,559       $ 31,082
    Gross margin                          2,519         1,449         2,344         4,863          4,273
    Gross margin %                           12%           10%           10%           11%            14%

Mobile Offshore Production Systems
    Revenues                           $  5,281      $  5,715      $  5,980      $ 11,261       $ 13,084
    Gross margin                          2,168         1,348         1,331         3,499          4,431
    Gross margin %                           41%           24%           22%           31%            34%

Other Services
    Revenues                           $ 20,851      $ 26,449      $ 22,535      $ 43,386       $ 45,779
    Gross margin                          2,249         4,622         1,235         3,484          6,531
    Gross margin %                           11%           17%            5%            8%            14%

Total Offshore Oil and Gas
    Revenues                           $ 74,823      $ 69,482      $ 76,379      $151,202       $136,261
    Gross margin                         13,939        13,134        10,687        24,626         26,623
    Gross margin %                           19%           19%           14%           16%            20%
</TABLE>


Our ROV revenues and gross margin were higher than those achieved during the
corresponding periods of the prior fiscal year due to a higher number of ROVs
available. The gross margin percentages were fairly consistent for the periods
presented.

Our Subsea Products revenues were higher than those in the corresponding periods
of the prior year due to increased umbilical sales from our plant in Brazil and
from increased sales of subsea specialty hardware. Profitability was down in the
six months ended September 30, 2000 compared to the six months ended September
30, 1999 as a result of competitive pricing and a large steel tube umbilical
order in our U.K. plant which had a lower-than-average profit margin due to
higher subcontractor content.

Recurring Mobile Offshore Production Systems revenues and profits were lower
than the prior year as we completed a major modification project for the
floating production and offloading system Zafiro Producer during the last fiscal
year. During the quarter, we determined that the near-term outlook for the use
of semisubmersibles in mobile offshore production systems service was going to
remain weak, and that we could realize greater value for our two semisubmersible
rigs through sales to those who would use them in exploration operations. The
results of the quarter include a gain of $3.7 million on the sale of the
semisubmersible Ocean Zephyr II. In addition, we wrote down the carrying value
of our out-of-service tanker, the Ocean Venture, by $2.5 million as our
assessment of the market it was targeted for, conversion into production
service, had changed. This tanker is not of the size prevalently in demand in
the current market and there have been few opportunities to bid this vessel.
Therefore, we wrote this vessel down to its estimated market value.


                                     Page 8

<PAGE>   9

Other Services revenues were lower than the corresponding periods of the prior
year due to lower activity levels in all areas. At the end of the quarter, we
exchanged our diving-related assets in Asia, Australia and the Middle East for
ROVs. There was no material effect on the current quarter's results from the
transaction.

ADVANCED TECHNOLOGIES.

Revenue and gross margin information is as follows:


<TABLE>
<CAPTION>
                      For the Three Months Ended          For the Six Months Ended
                   ----------------------------------     ------------------------
                   Sept. 30,    Sept. 30,    June 30,     Sept. 30,      Sept. 30,
                     2000         1999         2000         2000           1999
                   ---------    ---------    --------     ---------      ---------
                                        (in thousands)

<S>                <C>          <C>          <C>          <C>            <C>
Revenues           $25,641      $30,923      $27,660      $53,301        $63,004
Gross margin         4,434        4,321        4,686        9,120          9,359
Gross margin %          17%          14%          17%          17%            15%
</TABLE>

Our Advanced Technologies segment revenues were lower as our telecommunications
activities were put into an unconsolidated joint venture. The results of this
venture are reported as other income. During the September 1999 quarter, our
telecommunications operations reported a loss due to difficulties encountered
during a cable burial job. The job loss reduced gross margin and gross margin
percentage for the prior fiscal year. Results from other activities in this
segment were at comparable levels to the prior fiscal year.

OTHER.

Our telecommunications joint venture started its first revenue-producing
activities during the first quarter of the current fiscal year and operated at
approximately a break-even level.

Interest expense for the three- and six-month periods ended September 30, 2000
increased compared to the corresponding periods of the prior year as we had
higher debt levels and higher interest rates. This debt had been incurred to
fund the acquisition of additional equipment and expansion of our subsea
products production capacity. Interest expense of $1,950,000 and $3,562,000 for
the three- and six-month periods ended September 30, 2000 was net of capitalized
interest of $938,000 and $1,731,000 in those periods.

The provisions for income taxes were related to U.S. income taxes which we
provided at estimated annual effective rates using assumptions as to earnings
and other factors which would affect the tax calculation for the remainder of
the fiscal year, and to the operations of foreign branches and subsidiaries
which were subject to local income and withholding taxes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There are no material changes from the information provided in Item 7A of our
Annual Report on Form 10-K for the fiscal year ended March 31, 2000.


                                     Page 9

<PAGE>   10





                           PART II - OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         (a)      Oceaneering International, Inc. held its Annual Meeting of
                  Shareholders on August 20, 2000. The following matters were
                  voted upon at the Annual Meeting:

<TABLE>
<CAPTION>
                  Election of Director
                  Nominee                 Shares Voted For           Votes Withheld
                  --------------------    ----------------           --------------
<S>                                       <C>                        <C>
                  Charles B. Evans        18,328,536                 354,364
                  John R. Huff            18,329,029                 353,871
</TABLE>

                  Ratification of the appointment of Arthur Andersen LLP as
                  independent auditors for the Company.

<TABLE>
<CAPTION>
                  Shares Voted For        Shares Voted Against       Shares Abstaining
                  ----------------        --------------------       -----------------
<S>                                       <C>                        <C>
                  18,674,387              5,449                      3,064
</TABLE>

ITEM 5.  OTHER INFORMATION.

                  Effective November 1, 2000, the Board of Directors of
                  Oceaneering International, Inc. determined to change the
                  fiscal year-end of the Company from March 31 to December 31. A
                  report on Form 10-K, covering the nine-month transition period
                  ending December 31, 2000, will be filed with the Securities
                  and Exchange Commission in accordance with its applicable
                  rules and regulations.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits.


<TABLE>
<S>    <C>

 3.01  Restated Certificate of Incorporation
        of Oceaneering International, Inc.

 3.02  Amended and Restated Bylaws of
        Oceaneering International, Inc.

 27    Financial Data Schedule
</TABLE>


         (b)      The Company did not file any reports on Form 8-K during the
                  quarter for which this report is filed.


                                     Page 10

<PAGE>   11


                                   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 thereunto duly authorized.



                           OCEANEERING INTERNATIONAL, INC.
                                     (Registrant)






Date:  November 10, 2000   By: /s/ JOHN R. HUFF
                               -------------------------------------------------
                               John R. Huff
                               Chairman and Chief Executive Officer


Date:  November 10, 2000   By: /s/ MARVIN J. MIGURA
                               -------------------------------------------------
                               Marvin J. Migura
                               Senior Vice President and Chief Financial Officer


Date:  November 10, 2000   By: /s/ JOHN L. ZACHARY
                               -------------------------------------------------
                               John L. Zachary
                               Controller and Chief Accounting Officer


<PAGE>   12


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
- -------             -----------
<S>                 <C>
 3.01               Restated Certificate of Incorporation of Oceaneering
                    International, Inc.

 3.02               Amended and Restated Bylaws of Oceaneering International,
                    Inc.

 27                 Financial Data Schedule
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.01
<SEQUENCE>2
<FILENAME>h81644ex3-01.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>   1


                                                                    EXHIBIT 3.01

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         OCEANEERING INTERNATIONAL, INC.

                  Oceaneering International, Inc. (the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), hereby adopts this
Restated Certificate of Incorporation, which accurately restates and integrates
the provisions of the existing Certificate of Incorporation of the corporation
as heretofore amended (as so amended, the "Certificate of Incorporation") and
does hereby further certify that:

                  1. The name of the corporation is Oceaneering International,
Inc. The original certificate of incorporation of the corporation was filed with
the Secretary of State of the State of Delaware on June 20, 1969 under the name
Oceaneering International, Inc.

                  2. The board of directors of the corporation has duly adopted
this Restated Certificate of Incorporation in accordance with Section 245 of the
DGCL and without a vote of the corporation's stockholders. This Restated
Certificate of Incorporation only restates and integrates and does not further
amend the provisions of the Certificate of Incorporation, and no discrepancy
exists between those provisions and the provisions hereof.

                  3. The Certificate of Incorporation is hereby restated to read
in its entirety as follows:

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         OCEANEERING INTERNATIONAL, INC.

                                     * * * *

         FIRST. The name of the corporation is OCEANEERING INTERNATIONAL, INC.

         SECOND. The address of its registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

         THIRD. The nature of the business or purposes to be conducted or
promoted is:

         To engage in the business of commercial deep-sea diving and developing,
marketing, leasing, selling and supplying deep-sea diving equipment and
services.

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.



                                        1
<PAGE>   2



         To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

         To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

         To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

         To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.

         To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.

         In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.

         The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other



                                        2
<PAGE>   3



clause in this certificate of incorporation, but the business and purposes
specified in each of the foregoing clauses of this article shall be regarded as
independent business and purposes.

         FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is Ninety-Three Million (93,000,000), consisting of
Ninety Million (90,000,000) shares of Common Stock of the par value of
Twenty-Five Cents ($.25) per share and Three Million (3,000,000) shares of
Preferred Stock of the par value of One Dollar ($1.00) per share.

         The designations, powers, preferences and rights, and the
qualifications, limitations and restrictions of each class of capital stock of
the Corporation are as follows:

                  (a) COMMON STOCK

                  1. Voting Rights of Common Stock. Each holder of Common Stock
         shall be entitled to one vote for each share of Common Stock on each
         matter submitted to a vote of the stockholders of the Corporation.

                  2. Dividends on Common Stock. The holders of Common Stock
         shall be entitled to receive dividends on shares of Common Stock when,
         if and as declared by the board of directors of the Corporation.

                  3. Distribution on Common Stock in the Event of Dissolution,
         Liquidation or Winding Up. In the event of any voluntary or involuntary
         dissolution, liquidation, or winding up of the Corporation, after
         payment or provision for payment of the debts and other liabilities of
         the Corporation and the amounts, if any, to which the holders of all
         classes of Preferred Stock may be entitled, the holders of Common Stock
         shall be entitled to share ratably in the remaining assets of the
         Corporation.

                  (b) PREFERRED STOCK

                  1. Authority of the board of directors to Issue Preferred
         Stock. The board of directors may by resolution from time to time
         classify or reclassify and issue in one or more series any unissued
         shares of Preferred Stock, and may fix or alter in any one or more
         respects, from time to time before issuance of such shares, the number
         and designation of any series or classification, liquidation and
         dividend rights, conversion rights, and any other rights, restrictions
         and qualifications of and the terms of any purchase, retirement or
         sinking fund which may be provided for such shares of Preferred Stock.

                  2. Filing Requirements. Before any such Preferred Stock is
         issued, the board of directors shall cause to be filed with the
         Secretary of State, State of Delaware, a certificate setting forth a
         copy of the resolutions of the board of directors of the Corporation
         containing a description of any such class or series of Preferred Stock
         and the terms of issuance thereof



                                        3
<PAGE>   4



         duly executed, acknowledged and filed in accordance with Section 103 of
         the Delaware Corporation Law.

                  In accordance with the provisions of this Article FOURTH, the
         board of directors of the corporation has designated shares of
         Preferred Stock with the voting powers, preferences and relative,
         participating, optional or other rights and the qualifications,
         limitations and restrictions thereof as set forth in Exhibit A hereto,
         which is hereby incorporated by reference herein.

         FIFTH. The name and mailing address of each incorporator is as follows:

<TABLE>
<CAPTION>
                NAME                      MAILING ADDRESS
                ----                      ---------------

<S>                                       <C>
           B. J. Consono                  100 West Tenth Street
                                          Wilmington, Delaware

           J. L. Rivera                   100 West Tenth Street
                                          Wilmington, Delaware

           F. J. Obara, Jr.               100 West Tenth Street
                                          Wilmington, Delaware
</TABLE>

         SIXTH. The corporation is to have perpetual existence.

         SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:

         To make, alter or repeal the by-laws of the corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

         To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

         By a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or committees,
the


                                        4
<PAGE>   5



member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         When and as authorized by the affirmative vote of the holders of the
percentage as required by law or by the certificate of incorporation of the
corporation of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of the required percentage
of the voting stock issued and outstanding to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

         EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

         NINTH. Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

         TENTH. The corporation reserves the right to amend, alter, change, or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute or by this certificate of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.


                                       5
<PAGE>   6



         Whenever the vote of stockholders at a meeting thereof is required or
permitted by law to be taken for or in connection with any corporate action,
such corporate action may be taken upon the written consent of the holders of a
majority of the stock which would have been entitled to vote upon such action if
a meeting were held.

         ELEVENTH. The affirmative vote of the holders of not less than 80
percent of the outstanding shares of "Voting Stock" (as hereinafter defined) of
the corporation shall be required for the approval or authorization of any
"Business Combination" (as hereinafter defined) of the corporation with any
"Related Person" (as hereinafter defined); provided, however, that the 80
percent voting requirement shall not be applicable if:

                  (1) The "Continuing Directors" of the corporation (as
         hereinafter defined) by a two-thirds vote, (a) have determined that the
         80% percent voting requirement of this provision shall not be
         applicable, or (b) have approved the Business Combination;

                  (2) The Business Combination is solely between the corporation
         and another corporation, one hundred percent of the Voting Stock
         (except for directors' qualifying shares) of which is owned directly or
         indirectly by the corporation; or

                  (3) The Business Combination is a merger or consolidation and
         the cash or fair market value of each of the property, securities or
         other consideration to be received per share (with appropriate
         adjustments for recapitalizations and for stock splits, stock dividends
         and like distributions) by holders of common stock of the corporation
         in the Business Combination is not less than the highest per share
         price (including brokerage commissions, soliciting dealers' fees,
         dealer-management compensation, and other expenses, including, but not
         limited to, costs of newspaper advertisements, printing expenses and
         attorneys' fees), paid by the Related Person in acquiring any of its
         holdings of the corporation's common stock.

For the purposes of this Article ELEVENTH:

                  (i) The term "Business Combination" shall mean (a) any merger
         or consolidation of the corporation or a subsidiary with or into a
         Related Person, (b) any sale, lease, exchange, transfer or other
         disposition, including without limitation the creation of a mortgage or
         any other security device of all or any "Substantial Part" (as
         hereinafter defined) of assets either of the corporation (including
         without limitation any voting securities of a subsidiary) or of a
         subsidiary, to a Related Person, (c) any merger or consolidation of a
         Related Person with or into the corporation or a subsidiary of the
         corporation, (d) any sale, lease, exchange, transfer, or other
         disposition of all or any Substantial Part of the assets of a Related
         Person to the corporation or a subsidiary of the corporation, (e) the
         issuance of any securities of the corporation or a subsidiary of the
         corporation to a Related Person, (f) any recapitalization that would
         have the effect of increasing the voting power of a Related Person, (g)
         the acquisition by the corporation or a subsidiary of the corporation
         of any securities of a Related Person, (h) the adoption of any plan or
         proposal for the liquidation or dissolution of this corporation


                                        6
<PAGE>   7



         if, as of the record date for the determination of shareholders
         entitled to notice thereof and to vote thereon, any person shall be a
         Related Person and (i) any agreement, contract or other arrangement
         providing for any of the transactions described in this definition of
         Business Combination.

                  (ii) The term "Related Person" shall mean and include any
         individual, corporation, partnership or other person including the
         definition of a person as contained in Section 13(d)(3) of the
         Securities Exchange Act of 1934, as amended ("Exchange Act"), or entity
         (collectively, a "Person") which together with its "Affiliates" and
         "Associates" (as defined at Rule 12b-2 under the Exchange Act),
         "Beneficially Owns" (as defined at Rule 13d-3 under the Exchange Act)
         in the aggregate 20 percent or more of the outstanding Voting Stock of
         the corporation, and any Affiliate or Associate of any such individual,
         corporation, partnership or other person or entity.

                  (iii) The term "Substantial Part" shall mean more than 30
         percent of the fair market value of the total assets of the corporation
         in question, as of the end of its most recent fiscal year ending prior
         to the time the determination is being made.

                  (iv) Without limitation, any shares of common stock of the
         corporation that any Related Person has the right to acquire pursuant
         to any agreement, or upon exercise of conversion rights, warrants or
         options, or otherwise, shall be deemed beneficially owned by the
         Related Person.

                  (v) For the purposes of subparagraph (3) of this Article
         ELEVENTH, the term "other consideration to be received" shall include,
         without limitation, common stock of the corporation retained by its
         existing public stockholders in the event of a Business Combination in
         which the corporation is the surviving corporation.

                  (vi) The term "Voting Stock" shall mean all outstanding shares
         of capital stock of the corporation or another corporation entitled to
         vote generally in the election of directors and each reference to a
         proportion of shares of Voting Stock shall refer to such proportion of
         the votes entitled to be cast by such shares.

                  (vii) With respect to any proposed Business Combination, the
         term "Continuing Director" shall mean (i) any director who was a member
         of the Board of Directors of the corporation on January 21, 1983, or
         (ii) any director who was a member of the Board of Directors of the
         corporation immediately prior to the date, if such date is after
         January 21, 1983, that any Related Person involved in the proposed
         Business Combination became a Related Person (or, if the transaction
         involves more than one Related Person, immediately prior to the date,
         if such date is after January 21, 1983, the first of such Persons to
         become a Related Person became a Related Person).


                                        7
<PAGE>   8



         The provisions set forth in this Article ELEVENTH (including the
provisions set forth in this paragraph) may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote of the holders
of not less than 80 percent of the outstanding shares of Voting Stock of the
corporation.

         TWELFTH. The Board of Directors (exclusive of Directors to be elected
by the holders of any one or more series of Preferred Stock voting separately as
a class or classes) shall be divided into three classes, Class I, Class II, and
Class III, which shall be as nearly equal in number as possible. Each director
shall serve for a term ending on the date of the third annual meeting following
the annual meeting at which such director was elected; provided, however, that
each initial director in Class I shall hold office until the annual meeting of
stockholders in 1984; each initial director in Class II shall hold office until
the annual meeting of stockholders in 1985; and each initial director in Class
III shall hold office until the annual meeting of stockholders in 1986.

         The Directors whose names and mailing addresses are shown below are
hereby designated initial members of the classes indicated, to serve as
Directors in such classes until the appropriate annual meeting of stockholders,
as indicated in the paragraph immediately preceding or until their successors
are elected and qualified:

<TABLE>
<CAPTION>
                                     CLASS I

               NAME:                                            ADDRESS:
               ----                                             -------
<S>                                            <C>
Edward A. Wardwell............................ 10575 Katy Freeway, Suite 400
                                               Houston, Texas 77024

D. Michael Hughes............................. P.O. Box 530
                                               Ingram, Texas  78025

E.C. Broun, Jr................................ 6500 Texas Commerce Tower
                                               Houston, Texas  77002
                                    CLASS II

Bruce C. Gilman............................... 10575 Katy Freeway, Suite 400
                                               Houston, Texas  77024

Charles B. Evans.............................. 16854 Little Tujunga Canyon Road
                                               San Fernando, California 91342

Robert H. Etnyre.............................. 12223 Kimberley
                                               Houston, Texas  77024
                                    CLASS III

J. Wesley Rogers.............................. 10575 Katy Freeway, Suite 400
                                               Houston, Texas  77024

David S. Hooker............................... 29 Smith Terrace
                                               London SW3 England

Stephen E. Halprin............................ 3000 Sand Hill Road
                                               Menlo Park, California  94025
</TABLE>


                                        8
<PAGE>   9


         Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of directors,
may, except as otherwise required by law, be filled only by the Board of
Directors, acting by a majority of the Directors then in office, although less
than a quorum, and any Directors so chosen shall hold office until the next
election of the class for which such Directors shall have been chosen and until
their successors shall be elected and qualified. No decrease in the number of
Directors shall shorten the term of any incumbent Director and Directors may be
removed only for cause. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
Directors of the Company, the terms of the Director or Directors elected by such
holders shall expire at the next succeeding annual meeting of stockholders.

         The provisions set forth in the Article TWELFTH (including the
provisions set forth in this paragraph) may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote of the holders
of not less than 80 percent of the outstanding shares of the Company's common
stock.

         THIRTEENTH. No director of the corporation shall be personally liable
to the corporation or any of its stockholders for monetary damages resulting
from a breach of fiduciary duty involving any act or omission of any such
director occurring on or after August 15, 1986; provided, however, that the
foregoing provision shall not eliminate or limit the liability of any director
(i) for any breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Title 8,
section 174 of the Delaware Code or (iv) for any transaction from which such
director derived an improper personal benefit.

         IN WITNESS WHEREOF, the corporation has caused this Restated
Certificate of Incorporation to be executed this 18th day of August, 2000.

                                         OCEANEERING INTERNATIONAL, INC.


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



                                        9
<PAGE>   10



                                                                       EXHIBIT A

                           CERTIFICATE OF DESIGNATIONS

                                       of

                  SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                         OCEANEERING INTERNATIONAL, INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                  We, John R. Huff, President and Chief Executive Officer, and
George R. Haubenreich, Jr., Secretary, of Oceaneering International, Inc., a
corporation organized and existing under the General Corporation Law of the
State of Delaware, in accordance with the provisions of Section 103 thereof, DO
HEREBY CERTIFY:

                  That pursuant to the authority vested in the Board of
Directors in accordance with the provisions of the Certificate of Incorporation,
as amended, of the said Corporation, the said Board of Directors on November 20,
1992, adopted the following resolution creating a series of 900,000 shares of
Preferred Stock designated as "Series B Junior Participating Preferred Stock":

                  RESOLVED, that pursuant to the authority vested in the Board
         of Directors of this Corporation in accordance with the provisions of
         the Certificate of Incorporation, a series of Preferred Stock, par
         value $1.00 per share, of the Corporation be and hereby is created, and
         that the designation and number of shares thereof and the voting and
         other powers, preferences and relative, participating, optional or
         other rights of the shares of such series and the qualifications,
         limitations and restrictions thereof are as follows:

                  1. Designation and Amount. There shall be a series of
Preferred Stock that shall be designated as "Series B Junior Participating
Preferred Stock," and the number of shares constituting such series shall be
900,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, however, that no decrease shall reduce the
number of shares of Series B Junior Participating Preferred Stock to less than
the number of shares then issued and outstanding plus the number of shares
issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Corporation.



                                       A-1
<PAGE>   11



                  2. Dividends and Distributions.

                  (A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series B Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series B Junior Participating Preferred
Stock, in preference to the holders of shares of any class or series of stock of
the Corporation ranking junior to the Series B Preferred Stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the 15th day of October, January, April and July in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series B Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment hereinafter set forth, the
Adjustment Number (as defined below) times the aggregate per share amount of all
cash dividends, and the Adjustment Number times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $.25 per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series B Junior Participating Preferred
Stock. The "Adjustment Number" shall initially be 100. In the event the
Corporation shall at any time after November 20, 1992 (the "Rights Declaration
Date") (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
on the Series B Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series B Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series B Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series B Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series B Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which


                                       A-2
<PAGE>   12



events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series B Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series B Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

                  3. Voting Rights. The holders of shares of Series B Junior
Participating Preferred Stock shall have the following voting rights:

                  (A) Each share of Series B Junior Participating Preferred
Stock shall entitle the holder thereof to a number of votes equal to the
Adjustment Number on all matters submitted to a vote of the stockholders of the
Corporation.

                  (B) Except as otherwise provided herein or by law, the holders
of shares of Series B Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

                  (C)(i) If at any time dividends on any Series B Junior
Participating Preferred Stock shall be in arrears in an amount equal to six
quarterly dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") that shall extend until
such time when all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on all shares of
Series B Junior Participating Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series B Junior
Participating Preferred Stock) upon which these or like voting rights have been
conferred and are exercisable (the "Voting Preferred Stock") with dividends in
arrears in an amount equal to six quarterly dividends thereon, voting as a
class, irrespective of series, shall have the right to elect two Directors.

                  (ii) During any default period, such voting right of the
holders of Series B Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that neither such voting right nor the right
of the holders of any other series of Voting Preferred Stock, if any, to
increase, in certain cases, the authorized number of Directors shall be
exercised unless the holders of ten percent in number of shares of Voting
Preferred Stock outstanding shall be present in person or by proxy. The absence
of a quorum of the holders of Common Stock shall not affect the exercise by the
holders of Voting Preferred Stock of such voting right. At any meeting at which
the holders of Voting Preferred Stock shall exercise such voting right initially
during an existing default period, they shall have the right, voting as a class,
to elect Directors to fill such vacancies, if any, in the Board of Directors as
may then exist up to two Directors or, if such right is exercised at an annual
meeting, to elect two Directors. If the number that may be so elected at any
special meeting does not amount to the required number, the holders of the
Voting Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of the Voting


                                       A-3
<PAGE>   13



Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Voting Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series B Junior
Participating Preferred Stock.

                  (iii) Unless the holders of Voting Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent of the total
number of shares of Voting Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of Voting Preferred
Stock, which meeting shall thereupon be called by the Chairman of the Board, the
President, a Vice President or the Secretary of the Corporation. Notice of such
meeting and of any annual meeting at which holders of Voting Preferred Stock are
entitled to vote pursuant to this paragraph (C)(iii) shall be given to each
holder of record of Voting Preferred Stock by mailing a copy of such notice to
him at his last address as the same appears on the books of the Corporation.
Such meeting shall be called for a time not earlier than 20 days and not later
than 60 days after such order or request or, in default of the calling of such
meeting within 60 days after such order or request, such meeting may be called
on similar notice by any stockholder or stockholders owning in the aggregate not
less than ten percent of the total number of shares of Voting Preferred Stock
outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such
special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of the stockholders.

                  (iv) In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of Voting
Preferred Stock shall have exercised their right to elect two Directors voting
as a class, after the exercise of which right (x) the Directors so elected by
the holders of Voting Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority
of the remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                  (v) Immediately upon the expiration of a default period, (x)
the right of the holders of Voting Preferred Stock as a class to elect Directors
shall cease, (y) the term of any Directors elected by the holders of Voting
Preferred Stock as a class shall terminate and (z) the number of Directors shall
be such number as may be provided for in the Certificate of Incorporation or
By-Laws irrespective of any increase made pursuant to the provisions of
paragraph (C)(ii) of this Section 3 (such number being subject, however, to
change thereafter in any manner provided by law or in the Certificate of
Incorporation or By-Laws). Any vacancies in the Board of Directors effected by
the provisions of clauses (y) and (z) in the preceding sentence may be filled by
a majority of the remaining Directors.



                                       A-4

<PAGE>   14



                  (D) Except as set forth herein, holders of Series B Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

                  4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series B Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series
B Junior Participating Preferred Stock outstanding shall have been paid in full,
the Corporation shall not

                           (i) declare or pay dividends on, make any other
         distributions on, or redeem or purchase or otherwise acquire for
         consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         B Junior Participating Preferred Stock;

                           (ii) declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series B Junior Participating Preferred Stock, except dividends paid
         ratably on the Series B Junior Participating Preferred Stock and all
         such parity stock on which dividends are payable or in arrears in
         proportion to the total amounts to which the holders of all such shares
         are then entitled;

                           (iii) redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series B Junior Participating Preferred Stock, provided that the
         Corporation may at any time redeem, purchase or otherwise acquire
         shares of any such parity stock in exchange for shares of any stock of
         the Corporation ranking junior (both as to dividends and upon
         dissolution, liquidation or winding up) to the Series B Junior
         Participating Preferred Stock; or

                           (iv) redeem or purchase or otherwise acquire for
         consideration any shares of Series B Junior Participating Preferred
         Stock, or any shares of stock ranking on a parity with the Series B
         Junior Participating Preferred Stock, except in accordance with a
         purchase offer made in writing or by publication (as determined by the
         Board of Directors) to all holders of such shares upon such terms as
         the Board of Directors, after consideration of the respective annual
         dividend rates and other relative rights and preferences of the
         respective series and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.


                                       A-5
<PAGE>   15



                  5. Reacquired Shares. Any shares of Series B Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

                  6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series B Junior Participating Preferred Stock
shall have received $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series B Liquidation Preference"). Following the payment of
the full amount of the Series B Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series B Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series B Liquidation
Preference by (ii) the Adjustment Number. Following the payment of the full
amount of the Series B Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series B Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series B Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.

                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series B Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, that rank on a parity with the Series B Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

                  7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination, or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series B Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

                  8. Redemption. (A) The Corporation, at its option, may redeem
shares of the Series B Junior Participating Preferred Stock in whole at any time
and in part from time to time, at a redemption price equal to the Adjustment
Number times the current per share market price (as such term is hereinafter
defined) of the Common Stock on the date of the mailing of the notice of
redemption, together with unpaid accumulated dividends to the date of such
redemption. The


                                       A-6
<PAGE>   16



"current per share market price" on any date shall be deemed to be the average
of the closing price per share of such Common Stock for the ten consecutive
Trading Days (as such term is hereinafter defined) immediately prior to such
date; provided, however, that in the event that the current per share market
price of the Common Stock is determined during a period following the
announcement of (A) a dividend or distribution on the Common Stock other than a
regular quarterly cash dividend or (B) any subdivision, combination or
reclassification of such Common Stock and the ex-dividend date for such dividend
or distribution, or the record date for such subdivision, combination or
reclassification, shall not have occurred prior to the commencement of such ten
Trading Day period, then, and in each such case, the current per share market
price shall be properly adjusted to take into account ex-dividend trading. The
closing price for each day shall be the last sales price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange, or, if the Common Stock is
not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, the last quoted sales price or, if
not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other self-regulatory
organization or registered securities information processor (as such terms are
used under the Securities Exchange Act of 1934, as amended) that then reports
information concerning the Common Stock or, if on any such date the Common Stock
is not quoted by any such entity, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Common
Stock selected by the Board of Directors of the Corporation. If on any such date
no such market maker is making a market in the Common Stock, the fair value of
the Common Stock on such date as determined in good faith by the Board of
Directors of the Corporation shall be used. The term "Trading Day" shall mean a
day on which the principal national securities exchange on which the Common
Stock is listed or admitted to trading is open for the transaction of business
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which
banking institutions in the State of New York are not authorized or obligated by
law or executive order to close.

                  (B) In the event that fewer than all the outstanding shares of
the Series B Junior Participating Preferred Stock are to be redeemed, the number
of shares to be redeemed shall be determined by the Board of Directors and the
shares to be redeemed shall be determined by lot or pro rata as may be
determined by the Board of Directors or by any other method that may be
determined by the Board of Directors in its sole discretion to be equitable.

                  (C) Notice of any such redemption shall be given by mailing to
the holders of the shares of Series B Junior Participating Preferred Stock to be
redeemed a notice of such redemption, first class postage prepaid, not later
than the fifteenth day and not earlier than the sixtieth day before the date
fixed for redemption, at their last address as the same shall appear upon the
books of the Corporation. Each such notice shall state: (i) the redemption date;
(ii) the number of shares to be redeemed and, if fewer than all the shares held
by such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (iii) the redemption price; (iv) the place or places where


                                       A-7
<PAGE>   17


certificates for such shares are to be surrendered for payment of the redemption
price; and (v) that dividends on the shares to be redeemed will cease to accrue
on the close of business on such redemption date. Any notice that is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the stockholder received such notice, and failure duly to
give such notice by mail, or any defect in such notice, to any holder of Series
B Junior Participating Preferred Stock shall not affect the validity of the
proceedings for the redemption of any other shares of Series B Junior
Participating Preferred Stock that are to be redeemed. On or after the date
fixed for redemption as stated in such notice, each holder of the shares called
for redemption shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price. If fewer than all the
shares represented by any such surrendered certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

                  (D) The shares of Series B Junior Participating Preferred
Stock shall not be subject to the operation of any purchase, retirement or
sinking fund.

                  9. Ranking. The Series B Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as to
the payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

                  10. Amendment. At any time that any shares of Series B Junior
Participating Preferred Stock are outstanding, the Certificate of Incorporation,
as amended, of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series B Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding shares of Series B Junior Participating Preferred Stock, voting
separately as a class.

                  11. Fractional Shares. Series B Junior Participating Preferred
Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series B Junior Participating Preferred Stock.



                                       A-8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>3
<FILENAME>h81644ex3-02.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 3.02

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

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         OCEANEERING INTERNATIONAL, INC.

                      AS AMENDED THROUGH NOVEMBER 1, 2000

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


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page No.
                                                                                                      --------

<S>      <C>      <C>      <C>                                                                        <C>
ARTICLE I         STOCKHOLDERS...............................................................................1
         Section 1.1       Annual Meetings...................................................................1
         Section 1.2       Special Meetings..................................................................1
         Section 1.3       Notice of Meetings................................................................1
         Section 1.4       Adjournments......................................................................2
         Section 1.5       Quorum............................................................................2
         Section 1.6       Organization......................................................................2
         Section 1.7       Voting; Proxies...................................................................2
         Section 1.8       Fixing Date for Determination of Stockholders of Record...........................3
         Section 1.9       List of Stockholders Entitled To Vote.............................................4
         Section 1.10      Election of Directors.............................................................4
         Section 1.11      Other Stockholder Business........................................................6
         Section 1.12      Approval or Ratification of Acts or Contracts by Stockholders.....................7
         Section 1.13      Action By Consent of Stockholders.................................................7
         Section 1.14      Conduct of Meetings...............................................................8

ARTICLE II        BOARD OF DIRECTORS.........................................................................8
         Section 2.1       Number; Board Classification; Term; Eligibility for Election; Vacancies...........8
         Section 2.2       Regular Meetings..................................................................8
         Section 2.3       Special Meetings..................................................................9
         Section 2.4       Telephonic Meetings...............................................................9
         Section 2.5       Organization......................................................................9
         Section 2.6       Order of Business.................................................................9
         Section 2.7       Notice of Meetings................................................................9
         Section 2.8       Quorum; Vote Required for Action..................................................9
         Section 2.9       Informal Action by Directors.....................................................10
         Section 2.10      Director Compensation............................................................10

ARTICLE III       BOARD COMMITTEES..........................................................................10
         Section 3.1       Board Committees.................................................................10
         Section 3.2       Board Committee Rules; Minutes...................................................11
         Section 3.3       Existing Committees..............................................................11

ARTICLE IV        OFFICERS..................................................................................11
         Section 4.1       Designation......................................................................11
         Section 4.2       CEO..............................................................................11
         Section 4.3       Powers and Duties of Other Officers..............................................11
         Section 4.4       Term of Office, etc..............................................................11

ARTICLE V         CAPITAL STOCK.............................................................................12
         Section 5.1       Certificates.....................................................................12
</TABLE>


                                       -i-
<PAGE>   3



<TABLE>
<S>      <C>      <C>      <C>                                                                             <C>
         Section 5.2       Transfer of Shares...............................................................12
         Section 5.3       Ownership of Shares..............................................................12
         Section 5.4       Regulations Regarding Certificates...............................................12
         Section 5.5       Lost or Destroyed Certificates...................................................12

ARTICLE VI        INDEMNIFICATION...........................................................................13
         Section 6.1       General..........................................................................13
         Section 6.2       Expenses.........................................................................13
         Section 6.3       Advances.........................................................................13
         Section 6.4       Request for Indemnification......................................................13
         Section 6.5       Nonexclusivity of Rights.........................................................14
         Section 6.6       Insurance and Subrogation........................................................14
         Section 6.7       Severability.....................................................................14
         Section 6.8       Certain Actions Where Indemnification Is Not Provided............................14
         Section 6.9       Definitions......................................................................15
         Section 6.10      Notices..........................................................................15
         Section 6.11      Contractual Rights...............................................................16
         Section 6.12      Maintenance of Insurance.........................................................16

ARTICLE VII       MISCELLANEOUS.............................................................................16
         Section 7.1       Offices..........................................................................16
         Section 7.2       Fiscal Year......................................................................16
         Section 7.3       Seal.............................................................................16
         Section 7.4       Interested Directors; Quorum.....................................................16
         Section 7.5       Form of Records..................................................................17
         Section 7.6       Bylaw Amendments.................................................................17
         Section 7.7       Notices; Waiver of Notice........................................................17
         Section 7.8       Resignations.....................................................................17
         Section 7.9       Facsimile Signatures.............................................................18
         Section 7.10      Reliance on Books, Reports and Records...........................................18
         Section 7.11      Certain Definitional Provisions..................................................18
         Section 7.12      Captions.........................................................................18
</TABLE>



                                      -ii-

<PAGE>   4



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         OCEANEERING INTERNATIONAL, INC.

         The Board of Directors of Oceaneering International, Inc. (the
"Corporation") by resolution has duly adopted these Amended and Restated Bylaws
(these "Bylaws") to govern the Corporation's internal affairs.

                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1.1 Annual Meetings. The Corporation will hold an annual
meeting of the holders of its capital stock (each, a "Stockholder") for the
election of directors of the Corporation (each, a "Director") at such date, time
and place as the Board of Directors of the Corporation (the "Board") by
resolution may designate from time to time. The Corporation may transact any
other business at an annual meeting which has properly come before that meeting
in accordance with Section 1.11.

         Section 1.2 Special Meetings. Any of the following may call special
meetings of Stockholders for any purpose or purposes at any time and designate
the date, time and place of any such meeting: (i) the Board pursuant to a
resolution that a majority of the total number of Directors the Corporation
would have if there were no vacancies (the "Whole Board") has duly adopted; (ii)
any committee of the Board (each, a "Board Committee") the Board has duly
designated and empowered to call special meetings;(iii) the chairman of the
Board (the "Chairman"); and (iv) the CEO (as hereinafter defined). Except as the
certificate of incorporation of the Corporation (as amended from time to time
and including each certificate of designation, if any, respecting any class or
series of preferred stock of the Corporation which has been executed,
acknowledged and filed in accordance with applicable law, the "Certificate of
Incorporation") or applicable law otherwise provides, no other Person or Persons
may call a special meeting of Stockholders.

         Section 1.3 Notice of Meetings. By or at the direction of the Chairman
or the secretary of the Corporation (the "Secretary") whenever Stockholders are
to take any action at a meeting, the Corporation will give a written notice of
that meeting to the Stockholders entitled to vote at that meeting which states
the place, date and hour of that meeting and, in the case of a special meeting,
the purpose or purposes for which that meeting is called. Unless the Certificate
of Incorporation, these Bylaws or applicable law otherwise provides, the
Corporation will give the written notice of any meeting of Stockholders not less
than 10 nor more than 60 days before the date of that meeting. If mailed to any
Stockholder, any such notice will be deemed given (whether or not delivered)
when deposited in the United States mail, postage prepaid, directed to that
Stockholder at his address as it appears in the stock records of the
Corporation.


                                       -1-
<PAGE>   5



         Section 1.4 Adjournments. Any meeting of Stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business it
might have transacted at the original meeting. If the adjournment is for more
than 30 days, or if after the adjournment the Board fixes a new record date for
the adjourned meeting, the Corporation will give, in accordance with Section
1.3, notice of the adjourned meeting to each Stockholder of record and entitled
to vote at the adjourned meeting.

         Section 1.5 Quorum. Except as the Certificate of Incorporation, these
Bylaws or applicable law otherwise provides: (i) at each meeting of Stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes the holders of all outstanding shares of stock entitled to
vote at the meeting could cast will be necessary and sufficient to constitute a
quorum; and (ii) the holders of stock so present and entitled to vote at any
duly convened meeting at which the necessary quorum has been ascertained may
continue to transact business until that meeting adjourns notwithstanding any
withdrawal from that meeting of shares of stock counted in determining the
existence of that quorum. In the absence of a quorum, the chairman of the
meeting or the Stockholders so present may, by majority vote, adjourn the
meeting from time to time in the manner Section 1.4 provides until a quorum
attends. Shares of its own stock belonging to the Corporation or to another
corporation, limited liability company, partnership or other entity (each, an
"Entity"), if the Corporation, directly or indirectly, holds a majority of the
shares entitled to vote in the election of directors (or the equivalent) of that
other Entity, will be neither entitled to vote nor counted for quorum purposes;
provided, however, that the foregoing will not limit the right of the
Corporation to vote stock, including but not limited to its own stock, it holds
in a fiduciary capacity.

         Section 1.6 Organization. The Chairman will chair and preside over any
meeting of Stockholders at which he is present. The Board will designate the
chairman and presiding officer over any meeting of Stockholders from which the
Chairman is absent. The Secretary will act as secretary of meetings of
Stockholders, but in his absence from any such meeting the chairman of that
meeting may appoint any person to act as secretary of that meeting. The chairman
of any meeting of Stockholders will announce at that meeting the date and time
of the opening and the closing of the polls for each matter on which the
Stockholders will vote at that meeting.

         Section 1.7 Voting; Proxies. (a) Except as the Certificate of
Incorporation otherwise provides, each Stockholder entitled to vote at any
meeting of Stockholders will be entitled to one vote for each share of capital
stock of the Corporation he holds which has voting power on the matter in
question. Each Stockholder entitled to vote at a meeting of Stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, but no proxy will
be voted or acted on after three years from its date, unless that proxy provides
for a longer period. A proxy will be irrevocable if it states that it is
irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A Stockholder may revoke any
proxy he has given for a meeting which is not irrevocable by attending that
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary. Proxies for use at any meeting of Stockholders must be
filed, before or at the time of


                                       -2-

<PAGE>   6



that meeting, with the Secretary or such other person as the Board by resolution
may designate from time to time.

         (b) The secretary of any meeting of Stockholders will take charge of
and canvass all ballots delivered at that meeting and will decide all questions
relating to the qualification of voters, the validity of proxies and the
acceptance or rejection of votes at that meeting, unless the chairman has
appointed an inspector or inspectors to decide those questions. Voting at
meetings of Stockholders: (i) need not be by written ballot unless the Board, in
its discretion, by resolution so requires or, in the case of any such meeting,
the chairman of that meeting, in his discretion, so requires; and (ii) unless
applicable law otherwise requires, need not be conducted by inspectors of
election unless so determined by the holders of shares of stock having a
majority of the votes the holders of all outstanding shares of stock entitled to
vote thereon which are present in person or by proxy at that meeting could cast.

         (c) At all meetings of Stockholders at which a quorum is present for
the election of Directors, a plurality of the votes cast by the holders of
outstanding shares of stock of the Corporation entitled to vote in the election
of Directors will be sufficient to elect, except as the Certificate of
Incorporation may otherwise provide. In the case of any question to which the
stockholder approval policy of any national securities exchange or quotation
system on which capital stock of the Corporation is traded or quoted on the
Corporation's application, the requirements under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any provision of the Internal Revenue
Code of 1986, as amended, or the rules and regulations thereunder (the "Code")
applies, in each case for which question the Certificate of Incorporation, these
Bylaws or the General Corporation Law of the State of Delaware, as amended (the
"DGCL"), does not specify a higher voting requirement, that question will be
decided by the requisite vote that stockholder approval policy, Exchange Act
requirement or Code provision, as the case may be, specifies (or the highest
requisite vote if more than one applies). A majority of the votes cast on the
question whether to approve the appointment of independent public accountants
(if that question is submitted for a vote of Stockholders) will be sufficient to
approve. All other elections and questions which have properly come before any
meeting will, unless the Certificate of Incorporation, these Bylaws or
applicable law otherwise provides, be decided by the vote of the holders of
shares of stock of the Corporation present in person or by proxy at that meeting
and having a majority of the votes entitled to vote thereon.

         Section 1.8 Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the Stockholders entitled to notice of
or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board by
resolution may fix a record date, which record date: (i) must not precede the
date on which the Board adopts that resolution; (ii) in the case of a
determination of Stockholders entitled to vote at any meeting of Stockholders or
adjournment thereof, will, unless applicable law otherwise requires, not be more
than 60 nor less than 10 days before the date of that meeting; (iii) in the case
of a determination of Stockholders entitled to express consent to corporate
action in writing without a meeting, will not be more than 10 days from the date
on which the Board adopts the resolution fixing the record date; and (iv) in the
case


                                       -3-

<PAGE>   7



of any other action, will not be more than 60 days prior to that other action.
If the Board does not fix a record date: (i) the record date for determining
Stockholders entitled to notice of or to vote at a meeting of Stockholders will
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (ii) the record date for
determining Stockholders entitled to express consent to corporate action in
writing without a meeting will be (A) if applicable law does not require a prior
action by the Board, the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
in accordance with applicable law; and (B) if applicable law requires prior
action by the Board, at the close of business on the day on which the Board
adopts the resolution taking that prior action; and (iii) the record date for
determining Stockholders for any other purpose will be at the close of business
on the day on which the Board adopts the resolution relating thereto. A
determination of Stockholders of record entitled to notice of or to vote at a
meeting of Stockholders will apply to any adjournment of that meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

         Section 1.9 List of Stockholders Entitled To Vote. The Secretary will
prepare and make, at least 10 days before each meeting of Stockholders, a list
of the Stockholders entitled to vote at that meeting which complies with the
requirements of Section 219 of the DGCL as in effect at that time. Such list
shall be open to examination by any Stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present at the meeting.

         Section 1.10 Election of Directors. (a) Subject to such rights of the
holders of any class or series of the Corporation's capital stock as the
Certificate of Incorporation may prescribe, only persons who are nominated in
accordance with the procedures this Section 1.10 sets forth will be eligible for
election by Stockholders as Directors. Nominations of persons for election to
the Board may be made at any meeting of Stockholders at which Directors are to
be elected: (i) by or at the direction of the Board or any Board Committee the
Board has duly designated and empowered to nominate persons for election as
Directors; or (ii) by any Stockholder who (A) is a Stockholder of record at the
time that Stockholder gives the notice this Section 1.10 specifies below, (B)
will be entitled to vote at that meeting in the election of the Director for
which that Stockholder is making the nomination and (C) complies with this
Section 1.10.

         (b) For a Stockholder to bring any nomination of a person for election
as a Director properly before any meeting of Stockholders, that Stockholder must
have given timely notice of that nomination (a "Nomination Notice") in proper
written form to the Secretary. To be timely, a Stockholder's Nomination Notice
must be delivered to, or mailed and received at, the principal executive offices
of the Corporation: (i) if it relates to an election at any annual meeting of
Stockholders, not later than the close of business on the 120th day and not
earlier than the 180th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that, if the date of the pending
annual meeting is more than 30 days before or more than 60 days after that
anniversary date, that Nomination Notice will be timely if it is so delivered
not later than the last to occur of the close of business on (A) the 120th day
prior to the pending annual meeting or (B) the


                                       -4-

<PAGE>   8



10th day following the day on which the Corporation first makes a public
announcement of the date of the pending annual meeting; and (ii) if it relates
to any special meeting of Stockholders, not earlier than 180 days prior to that
special meeting and not later than the last to occur of the close of business on
(A) the 120th day prior to that special meeting or (B) the 10th day following
the day on which the Corporation first makes a public announcement of the date
of that special meeting. The public disclosure of an adjournment of any annual
or special meeting will not in any event commence a new time period for the
giving of any Nomination Notice.

         (c) To be in proper written form, any Nomination Notice of a
Stockholder must: (i) set forth (A) as to each person whom that Stockholder
proposes to nominate for election as a Director, (1) the name, age and business
address of that person, (2) the principal occupation or employment of that
person, (3) the class or series and number of shares of capital stock of the
Corporation which that person owns beneficially or of record and (4) all other
information, if any, relating to that person which Section 14 of the Exchange
Act and the rules and regulations thereunder would require the Corporation or
that Stockholder to disclose in a proxy statement or any other filing in
connection with solicitations of proxies for an election of directors and (B) as
to that Stockholder and the beneficial owner, if any, of capital stock of the
Corporation on whose behalf the nomination is being made, (1) the name and
address of that Stockholder as they appear in the stock records of the
Corporation and the name and address of that beneficial owner, (2) the class or
series and the number of shares of capital stock of the Corporation which that
Stockholder and that beneficial owner each owns beneficially or of record, (3) a
description of all arrangements and understandings between that Stockholder or
that beneficial owner and each proposed nominee of that Stockholder and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by that Stockholder, (4) a representation by that
Stockholder that he intends to appear in person or by proxy at that meeting to
nominate the person(s) named in that Nomination Notice and (5) all other
information, if any, relating to that Stockholder and that beneficial owner
which Section 14 of the Exchange Act and the rules and regulations thereunder
would require the Corporation or that Stockholder to disclose in a proxy
statement or any other filing in connection with solicitations of proxies for an
election of directors; and (ii) be accompanied by a written consent of each
person that Stockholder proposes to nominate for election as a Director to be
named as such a nominee and to serve as a Director if elected.

         (d) Except as the Certificate of Incorporation, these Bylaws or
applicable law otherwise provides, the chairman of any meeting of Stockholders
at which Directors are to be elected will have the power and duty to determine
whether nominations of persons for election as Directors have been made in
accordance with the procedures this Section 1.10 sets forth and, if that
chairman determines that any such nomination has not been made in compliance
with these procedures, to declare to that meeting that such nomination is
defective and will be disregarded.

         (e) Notwithstanding anything in Section 1.10(b) to the contrary, if the
number of Directors to be elected at an annual meeting of Stockholders is
increased and the Corporation has not made a public announcement at least 100
days prior to the first anniversary of the preceding year's annual meeting,
which announcement (i) names all the nominees for Director of the Board or any
duly designated and empowered Board Committee or (ii) specifies the size of the
increased Board, a Stockholder's Nomination Notice will be timely, but only with
respect to nominees for any new positions that increase creates, if that
Nomination Notice is delivered to, or mailed and received at,


                                       -5-

<PAGE>   9



the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which the Corporation first makes
that public announcement.

         (f) For purposes of Section 1.11 and this Section 1.10, "public
announcement" means disclosure in a press release the Dow Jones News Service,
Associated Press or any comparable national news service in the United States
reports or in a document the Corporation publicly files with the Securities and
Exchange Commission (the "SEC") pursuant to the Exchange Act.

         (g) Notwithstanding the foregoing provisions of this Section 1.10, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.10 sets forth.

         Section 1.11 Other Stockholder Business. (a) At any annual meeting the
Corporation holds pursuant to Section 1.1, the Stockholders will transact only
such business, in addition to the election of Directors, as has been properly
brought before that meeting. Except as the Certificate of Incorporation
otherwise provides, to be brought properly before any annual meeting, business
other than the election of Directors ("Other Business") must be (i) business the
notice of that meeting (or any supplement thereto) given by or at the direction
of the Board specifies, (ii) business otherwise properly brought before that
meeting by or at the direction of the Board and (iii) business (A) properly
brought before that meeting by a Stockholder who (1) is a Stockholder of record
at the time that Stockholder gives the notice this Section 1.11 specifies below,
(2) will be entitled to vote on that business at that meeting and (3) complies
with this Section 1.11, (B) that is a proper subject for Stockholder action and
(C) is properly introduced at that meeting.

         (b) For a Stockholder to bring any Other Business properly before any
annual meeting of Stockholders, that Stockholder must have given timely notice
thereof (a "Business Notice") in proper written form to the Secretary. To be
timely, a Stockholder's Business Notice must be delivered to, or mailed and
received at, the principal executive offices of the Corporation not later than
the close of business on the 120th day and not earlier than the 180th day prior
to the first anniversary of the preceding year's annual meeting; provided,
however, that if the date of the pending annual meeting is more than 30 days
before or more than 60 days after that anniversary date, that Business Notice
will be timely if it is so delivered not later than the last to occur of the
close of business on (A) the 120th day prior to that pending annual meeting or
(B) the 10th day following the day on which the Corporation first makes a public
announcement of the date of the pending meeting. The public disclosure of an
adjournment of any annual meeting will not in any event commence a new time
period for the giving of any Business Notice.

         (c) To be in proper written form, any Business Notice of a Stockholder
must set forth: (i) as to each matter of Other Business that Stockholder
proposes to bring before an annual meeting, (A) a brief description of that
Other Business, (B) the reasons for conducting that Other Business at an annual
meeting and (C) each material interest in that Other Business of that
Stockholder and the beneficial owner, if any, of capital stock of the
Corporation on whose behalf that proposal is being made; and (ii) as to that
Stockholder and each such beneficial owner, (A) the name and address of that
Stockholder as they appear on the Corporation's books and the name and address
of that beneficial owner, (B) the class or series and the number of shares of
capital stock of the Corporation which that Stockholder and that beneficial
owner each owns beneficially or of record,


                                       -6-

<PAGE>   10



(C) a description of all arrangements and understandings between that
Stockholder or that beneficial owner and any other person or persons (including
their names) in connection with that Other Business and (D) a representation by
that Stockholder that he intends to appear in person or by proxy at that meeting
to bring that Other Business before that meeting.

         (d) Except as applicable law otherwise provides, the chairman of any
annual meeting of Stockholders will have the power and duty to determine whether
proposals by Stockholders of any Other Business to be brought before that
meeting have been made in accordance with the procedures this Section 1.11 sets
forth and, if that chairman determines that any such proposal has not been made
in compliance with these procedures, to declare to that meeting that such
proposal is defective and will be disregarded.

         (e) At any special meeting the Corporation holds pursuant to Section
1.2, the Stockholders will transact only such business as (i) the notice given
of that meeting pursuant to Section 1.3 sets forth and (ii) constitutes matters
incident to the conduct of that meeting as the chairman of that meeting
determines to be appropriate.

         (f) Notwithstanding the foregoing provisions of this Section 1.11, a
Stockholder also must comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters this
Section 1.11 sets forth.

         Section 1.12 Approval or Ratification of Acts or Contracts by
Stockholders. The Board in its discretion may submit any act or contract for
approval or ratification at any annual meeting of Stockholders, or at any
special meeting of Stockholders called for the purpose of considering any such
act or contract, and any act or contract that the holders of shares of stock of
the Corporation present in person or by proxy at that meeting and having a
majority of the votes entitled to vote on that approval or ratification approve
or ratify will (provided that a quorum is present) be as valid and as binding on
the Corporation and on all Stockholders as if every Stockholder had approved or
ratified it.

         Section 1.13 Action By Consent of Stockholders. Unless the Certificate
of Incorporation otherwise provides, Stockholders may, without a meeting, prior
notice or a vote, take any action they must or may take at any annual or special
meeting, if the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take that action at a
meeting at which all shares entitled to vote thereon were present sign a written
consent to that action which sets forth that action and cause the delivery of
that consent to the Corporation (i) at its registered office in the State of
Delaware or its principal place of business or (ii) to an officer or agent of
the Corporation having custody of the books in which the Corporation records
minutes of proceedings or other actions of Stockholders. Any such delivery made
to the Corporation's registered office in the State of Delaware must be made by
hand or by certified or registered mail, return receipt requested. Stockholders
may execute any consent pursuant to this Section 1.13 in counterparts, all of
which together will constitute a single consent. Every written consent pursuant
to this Section 1.13 shall bear the date of signature of each Stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the earliest
dated consent delivered to the Corporation in the manner this Section 1.13
requires, written consents signed by a sufficient number of holders to take
action are delivered to the


                                       -7-
<PAGE>   11



Corporation in accordance with the provisions of this Section 1.13. The
Corporation will give prompt notice of the taking pursuant to this Section 1.13
of any action without a meeting by less than unanimous written consent to those
Stockholders who have not consented to that action in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for that meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the Corporation as this Section 1.13 provides.

         Section 1.14 Conduct of Meetings. The Board may adopt by resolution
such rules and regulations for the conduct of meetings of Stockholders as it
deems appropriate. Except to the extent inconsistent with those rules and
regulations, if any, the chairman of any meeting of Stockholders will have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of that chairman, are appropriate for the
proper conduct of that meeting. Those rules, regulations or procedures may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to Stockholders of record, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting may determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Except to the extent the
Board or the chairman of any meeting otherwise prescribes, no rules or
parliamentary procedure will govern any meeting of Stockholders.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 2.1 Number; Board Classification; Term; Eligibility for
Election; Vacancies. The number of Directors of the Corporation (exclusive of
any Directors to be elected by the holders of any one or more series of the
Corporation's preferred stock voting separately as a class or classes, as the
Certificate of Incorporation may provide for) shall not be less than three nor
more than 12, the exact number of Directors to be determined from time to time
by resolution adopted by the affirmative vote of a majority of the Whole Board.
In accordance with the provisions of the Certificate of Incorporation, the Board
(exclusive of any Directors to be elected by the holders of any one or more
series of the Corporation's preferred stock voting separately as a class or
classes, as the Certificate of Incorporation may provide for) shall be divided
into three classes, Class I, Class I and Class III, which shall be as nearly
equal in number as possible. Each Director will hold office for a term ending on
the date of the third annual meeting following the annual meeting at which that
Director was elected and, the foregoing notwithstanding, will serve until his
successor shall have been duly elected and qualified or until his earlier death,
resignation or removal. Only persons who are nominated in accordance with the
procedures Section 1.10 sets forth will be eligible for election as Directors.
Any vacancies in the Board may be filled in such manner as the Certificate of
Incorporation provides.

         Section 2.2 Regular Meetings. The Board will hold its regular meetings
at such places, on such dates and at such times as the Board by resolution may
determine from time to time, and any such resolution will constitute due notice
to all Directors of the regular meeting or meetings


                                       -8-
<PAGE>   12



to which it relates. By notice pursuant to Section 2.7, the Chairman or a
majority of the Board may change the place, date or time of any regular meeting
of the Board.

         Section 2.3 Special Meetings. The Board will hold a special meeting at
any place or time whenever the Chairman or a majority of the Board by resolution
calls that meeting by notice pursuant to Section 2.7.

         Section 2.4 Telephonic Meetings. Members of the Board may hold and
participate in any Board meeting by means of conference telephone or similar
communications equipment that permits all persons participating in the meeting
to hear each other, and participation of any Director in a meeting pursuant to
this Section 2.4 will constitute the presence in person of that Director at that
meeting for purposes of these Bylaws, except in the case of a Director who so
participates only for the express purpose of objecting to the transaction of any
business on the ground that the meeting has not been called or convened in
accordance with applicable law or these Bylaws.

         Section 2.5 Organization. The Chairman will chair and preside over
meetings of the Board at which he is present. A majority of the Directors
present at any meeting of the Board from which the Chairman is absent will
designate one of their number as chairman and presiding officer over that
meeting. The Secretary will at as secretary of meetings of the Board, but in his
absence from any such meeting the chairman of that meeting may appoint any
person to act as secretary of that meeting.

         Section 2.6 Order of Business. The Board will transact business at its
meetings in such order as the Chairman or the Board by resolution will
determine.

         Section 2.7 Notice of Meetings. To call a special meeting of the Board,
the Chairman or a majority of the Board must give a timely written notice to
each Director of the time and place of, and the general nature of the business
the Board will transact at, all special meetings of the Board. To change the
time or place of any regular meeting of the Board, the Chairman or a majority of
the Board must give a timely written notice to each Director of that change. To
be timely, any notice this Section 2.7 requires must be delivered to each
Director personally or by mail, telegraph, telecopier or similar communication
at least two days before the meeting to which it relates; provided, however,
that notice of any meeting of the Board need not be given to any Director who
waives the requirement of that notice in writing (whether after that meeting or
otherwise) or is present at that meeting.

         Section 2.8 Quorum; Vote Required for Action. At all meetings of the
Board, the presence in person of a majority of the total number of Directors
then in office will constitute a quorum for the transaction of business, and the
participation by a Director in any meeting of the Board will constitute that
Director's presence in person at that meeting unless that Director expressly
limits that participation to objecting to the transaction of any business at
that meeting on the ground that the meeting has not been called or convened in
accordance with applicable law or these Bylaws. Except in cases in which the
Certificate of Incorporation or these Bylaws otherwise provide, the vote of a
majority of the Directors present at a meeting at which a quorum is present will
be the act of the Board.


                                       -9-
<PAGE>   13



         Section 2.9 Informal Action by Directors. Unless the Certificate of
Incorporation or these Bylaws otherwise provides, the Board may, without a
meeting, prior notice or a vote, take any action it must or may take at any
meeting, if all members of the Board consent thereto in writing, and the written
consents are filed with the minutes of proceedings of the Board the Secretary
maintains.

         Section 2.10 Director Compensation. The Directors shall be paid their
expenses, if any, of attendance at each meeting of the Board and or any Board
Committee, and nonmanagement Directors shall be paid such sums, retainers and
fees for attending and performing services in connection with meetings of the
Board or any Board Committee as the Board may fix from time to time by
resolution. No such payment will preclude any Director from serving the
Corporation in any other capacity or from receiving compensation therefor.
Nonmanagement Directors who are members of special or standing Board Committees
will be allowed compensation for attending meetings of those Board Committees in
such amounts as the Board may fix from time to time by resolution.

                                   ARTICLE III

                                BOARD COMMITTEES

         Section 3.1 Board Committees. (a) The Board, by resolution a majority
of the Whole Board adopts, may designate one or more Board Committees consisting
of one or more of the Directors. The Board may designate one or more Directors
as alternate members of any Board Committee, who may replace any absent or
disqualified member at any meeting of that committee. The member or members
present at any meeting of any Board Committee and not disqualified from voting
at that meeting may, whether or not constituting a quorum, unanimously appoint
another Director to act at that meeting in any place of any member of that
committee who is absent from or disqualified to vote at that meeting.

         (b) The Board by resolution may change the membership of any Board
Committee at any time and fill vacancies on any of those committees. A majority
of the members of any Board Committee will constitute a quorum for the
transaction of business by that committee unless the Board by resolution
requires a greater number for that purpose. The Board by resolution may elect a
chairman of any Board Committee. The election or appointment of any Director to
a Board Committee will not create any contract rights of that Director, and the
Board's removal of any member of any Board Committee will not prejudice any
contract rights that member otherwise may have.

         (c) Pursuant to Section 3.1(a), the Board may designate an executive
committee (the "Executive Committee") to exercise, subject to applicable
provisions of law, all the powers of the Board in the management of the business
and affairs of the Corporation when the Board is not in session, including the
powers to (i) declare dividends and (ii) authorize the issuance by the
Corporation of any class or series of its capital stock. The Executive Committee
will include the Chairman among its members.


                                      -10-
<PAGE>   14



         (d) Each other Board Committee the Board may designate pursuant to
Section 3.1(a) will, subject to applicable provisions of law, have and may
exercise all the powers and authorities of the Board to the extent the Board
resolution designating that committee so provides.

         Section 3.2 Board Committee Rules; Minutes. Unless the Board otherwise
provides, each Board Committee may make, alter and repeal rules for the conduct
of its business. In the absence of those rules, each Board Committee will
conduct its business in the same manner as the Board conducts its business
pursuant to Article II. Each committee shall keep regular minutes of its
meetings and shall report the same to the Board as a whole.

         Section 3.3 Existing Committees. The Board has heretofore designated
the Board Committees Exhibit A to these Bylaws lists, and has assigned to those
Board Committees the responsibilities that Exhibit A sets forth or refers to.

                                   ARTICLE IV

                                    OFFICERS

         Section 4.1 Designation. The officers of the Corporation will consist
of a chief executive officer ("CEO"), president, chief financial officer, chief
operating officer, chief accounting officer, secretary, treasurer and such
senior or other vice presidents, assistant secretaries, assistant treasurers and
other officers as the Board or the CEO may elect or appoint from time to time.
Any person may hold any number of offices of the Corporation.

         Section 4.2 CEO. The CEO will, subject to the control of the Board: (i)
have general supervision and control of the affairs, business, operations and
properties of the Corporation; (ii) see that all orders and resolutions of the
Board are carried into effect; (iii) have the power to appoint and remove all
subordinate officers, employees and agents of the Corporation, except for those
the Board elects or appoints; and (iv) sign and execute, under the seal of the
Corporation, all contracts, instruments, mortgages and other documents
(collectively, "documents") of the Corporation which require that seal, except
as applicable law otherwise requires or permits any document to be signed and
executed and except as these Bylaws, the Board or the CEO authorize other
officers of the Corporation to sign and execute documents. The CEO also will
perform such other duties and may exercise such other powers as generally
pertain to his office or these Bylaws or the Board by resolution assigns to him
from time to time.

         Section 4.3 Powers and Duties of Other Officers. The other officers of
the Corporation will have such powers and duties in the management of the
Corporation as the Board by resolution may prescribe and, except to the extent
so prescribed, as generally pertain to their respective offices, subject to the
control of the Board. The Board may require any officer, agent or employee to
give security for the faithful performance of his duties.

         Section 4.4 Term of Office, etc. Each officer will hold office until
the first meeting of the Board after the annual meeting of Stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. No officer of the Corporation will
have any contractual right against the Corporation for compensation by reason of


                                      -11-
<PAGE>   15



his election or appointment as an officer of the Corporation beyond the date of
his service as such, except as a written employment or other contract otherwise
may provide. The Board may remove any officer with or without cause at any time,
but any such removal will not prejudice the contractual rights of that officer,
if any, against the Corporation. The Board by resolution may fill any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise for the unexpired portion of the term of that office at any time.

                                    ARTICLE V

                                  CAPITAL STOCK

         Section 5.1 Certificates. Shares of capital stock of the Corporation
will be evidenced by certificates in such form or forms as the Board by
resolution may approve from time to time or, if and to the extent the Board so
authorizes by resolution, may be uncertificated. The Chairman, the president or
any vice president of the Corporation and the Secretary or any assistant
secretary of the Corporation may sign certificates evidencing certificated
shares. Any of or all the signatures and the Corporation's seal on each such
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before the
Corporation issues that certificate, the Corporation may issue that certificate
with the same effect as if he were such officer, transfer agent or registrar at
the date of that issue.

         Section 5.2 Transfer of Shares. The Corporation may act as its own
transfer agent and registrar for shares of its capital stock or use the services
of such one or more transfer agents and registrars as the Board by resolution
may appoint from time to time. Shares of the Corporation's capital stock will be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives on
surrender and cancellation of certificates for a like number of shares.

         Section 5.3 Ownership of Shares. The Corporation will be entitled to
treat the holder of record of any share or shares of its capital stock as the
holder in fact thereof and, accordingly, will not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it has express or other notice thereof, except
as the applicable laws of the State of Delaware otherwise provide.

         Section 5.4 Regulations Regarding Certificates. The Board will have the
power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Corporation.

         Section 5.5 Lost or Destroyed Certificates. The Board may determine the
conditions on which a new certificate of stock may be issued in place of a
certificate alleged to have been lost, stolen or destroyed and may, in its
discretion, require the owner of the allegedly lost, stolen or destroyed
certificate or his legal representative to give bond, with sufficient surety, to
indemnify the Corporation and each transfer agent and registrar against any and
all losses or claims that may


                                      -12-
<PAGE>   16



arise by reason of the issue of a new certificate in the place of the one
allegedly so lost, stolen or destroyed.

                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 6.1 General. The Corporation will, to the fullest extent
applicable law as it presently exists permits, and to such greater extent as
applicable law hereafter may permit, indemnify and hold harmless each Indemnitee
from and against any and all judgments, penalties, fines (including excise
taxes), amounts paid in settlement and, subject to Section 6.2, Expenses
whatsoever arising out of any event or occurrence by reason of the fact that
such Indemnitee is or was a Director or an officer of the Corporation. The
Corporation may, but need not, indemnify and hold harmless any Indemnitee from
and against any and all judgments, penalties, fines (including excise taxes),
amounts paid in settlement and, subject to Section 6.2, Expenses whatsoever
arising out of any event or occurrence by reason of the fact that such
Indemnitee is or was an employee or agent of the Corporation or is or was
serving in another Corporate Status (other than as a Director or an officer of
the Corporation) at the written request of the Corporation.

         Section 6.2 Expenses. If any Indemnitee is, by reason of his serving as
a director, officer, employee or agent of the Corporation, a party to and is
successful, on the merits or otherwise, in any Proceeding, the Corporation will
indemnify him against all his Expenses in connection therewith. If that
Indemnitee is not wholly successful in that Proceeding but is successful, on the
merits or otherwise, as to any Matter in that Proceeding, the Corporation will
indemnify him against all his Expenses relating to that Matter. The termination
of any Matter against which any Indemnitee is defending himself by dismissal of
that Matter with or without prejudice will constitute success of that Indemnitee
with respect to that Matter. If any Indemnitee is, by reason of any Corporate
Status other than his serving as a director, officer, employee or agent of the
Corporation, a party to and is successful, on the merits or otherwise, in any
Proceeding, the Corporation may, but need not, indemnify him against all his
Expenses in connection therewith. If any Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding, the Corporation may, but need
not, indemnify him against all his Expenses in connection therewith.

         Section 6.3 Advances. In the event of any threatened or pending
Proceeding in which any Indemnitee is a party or is involved and that may give
rise to a right of that Indemnitee to indemnification under this Article VI,
following written request to the Corporation by that Indemnitee, the Corporation
promptly will pay to that Indemnitee amounts to cover his Expenses in connection
with that Proceeding in advance of its final disposition on the receipt by the
Corporation of (i) a written undertaking of that Indemnitee executed by or on
behalf of that Indemnitee to repay the advance if it ultimately is determined
pursuant to the provisions of this Article VI or by final judgment or other
final adjudication under the provisions of any applicable law that the
Indemnitee is not entitled to be indemnified by the Corporation pursuant to
these Bylaws and (ii) satisfactory evidence as to the amount of those Expenses.

         Section 6.4 Request for Indemnification. To request indemnification,
any Indemnitee must submit to the Secretary a written claim or request therefor
which contains sufficient


                                      -13-
<PAGE>   17



information to reasonably inform the Corporation about the nature and extent of
the indemnification or advance sought by that Indemnitee. The Secretary will
promptly advise the Board of each such request.

         Section 6.5 Nonexclusivity of Rights. The rights of indemnification and
advancement of Expenses this Article VI provides are not exclusive of any other
rights to which any Indemnitee may at any time be entitled under applicable law,
the Certificate of Incorporation, these Bylaws, any agreement, a vote of
Stockholders or a resolution of Directors, or otherwise. No amendment,
alteration or repeal of this Article VI or any provision hereof will be
effective as to any Indemnitee for acts, events and circumstances that occurred,
in whole or in part, before that amendment, alteration or repeal. The provisions
of this Article VI will continue as to any Indemnitee whose Corporate Status has
ceased for any reason and will inure to the benefit of his heirs, executors and
administrators. Neither the provisions of this Article VI nor those of any
agreement to which the Corporation is a party will preclude the indemnification
of any person whom this Article VI does not specify as having the right to
receive indemnification or is not a party to any such agreement, but whom the
Corporation has the power or obligation to indemnify under the provisions of the
DGCL.

         Section 6.6 Insurance and Subrogation. The Corporation will not be
liable under this Article VI to make any payment of amounts otherwise
indemnifiable hereunder to or for the benefit of any Indemnitee if, but only to
the extent that, that Indemnitee has otherwise actually received such payment
under any insurance policy, contract or agreement or otherwise. In the event of
any payment hereunder to or for the benefit of any Indemnitee, the Corporation
will be subrogated to the extent of that payment to all the rights of recovery
of that Indemnitee, who shall execute all papers required and take all action
the Corporation reasonably requests to secure those rights, including execution
of such documents as are necessary to enable the Corporation to bring suit to
enforce those rights.

         Section 6.7 Severability. If any provision or provisions of this
Article VI shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Article VI will be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

         Section 6.8 Certain Actions Where Indemnification Is Not Provided.
Notwithstanding any other provision of this Article VI, no person will be
entitled to indemnification or advancement of Expenses under this Article VI
with respect to any Proceeding, or any Matter therein, brought or made by that
person against the Corporation; provided, however, if any Indemnitee seeks a
judicial adjudication of or an award in arbitration to enforce his rights under,
or to recover damages for breach of, this Article VI, that Indemnitee will be
entitled to recover from the Corporation, and will be indemnified by the
Corporation against, all his Expenses in that judicial adjudication or
arbitration, but only if he prevails therein; and if it is determined in that
judicial adjudication or arbitration that he is entitled to receive part of, but
not all, the indemnification or advancement of expenses sought, his Expenses in
connection with that judicial adjudication or arbitration will be appropriately
prorated between those in respect of which this Section 6.8 entitles him to
indemnification and those he must bear.


                                      -14-
<PAGE>   18



         Section 6.9 Definitions. For purposes of this Article VI:

             "Corporate Status" describes the status of a person who is or was a
    director, officer, employee or agent of the Corporation or of any other
    corporation, partnership, joint venture, trust, employee benefit plan or
    other enterprise, provided that person is or was serving in that capacity at
    the written request of the Corporation. For purposes of these Bylaws,
    "serving at the written request of the Corporation" includes any service by
    an Indemnitee (at the written request of the Corporation) which imposes
    duties on or involves services by that Indemnitee with respect to any
    employee benefit plan or its participants or beneficiaries.

             "Expenses" of any person include all the following that are
    actually and reasonably incurred by or on behalf of that person: all
    reasonable attorneys' fees, retainers, court costs, transcript costs, fees
    of experts, witness fees, travel expenses, duplicating costs, printing and
    binding costs, telephone charges, postage, delivery service fees and all
    other disbursements or expenses of the types customarily incurred in
    connection with prosecuting, defending, preparing to prosecute or defend,
    investigating or being or preparing to be a witness in a Proceeding.

             "Indemnitee" includes any person who is, or is threatened to be
    made, a witness in or a party to any Proceeding as described in Section 6.1
    or 6.2 hereof by reason of his Corporate Status.

             "Matter" is a claim, a material issue or a substantial request for
    relief.

             "Proceeding" includes any action, suit, alternate dispute
    resolution mechanism, hearing or any other proceeding, whether civil,
    criminal, administrative, arbitrative, investigative or mediative, any
    appeal in any such action, suit, alternate dispute resolution mechanism,
    hearing or other proceeding and any inquiry or investigation that could lead
    to any such action, suit, alternate dispute resolution mechanism, hearing or
    other proceeding, except one (i) initiated by an Indemnitee to enforce his
    rights under this Article VI or (ii) pending on or before the date of
    adoption of these Bylaws.

         Section 6.10 Notices. Promptly after receipt by any Indemnitee of
notice of the commencement of a Proceeding in respect of which he contemplates
seeking any indemnification or advance or reimbursement of Expenses pursuant to
this Article VI, that Indemnitee must notify the Corporation of the commencement
of that Proceeding; provided, however, that (i) any delay in so notifying the
Corporation will not constitute a waiver or release by that Indemnitee of any
rights hereunder and (ii) any omission by Indemnitee to so notify the
Corporation will not relieve the Corporation from any liability that it may have
to Indemnitee otherwise than under this Article VI. Any communication required
or permitted to the Corporation must be addressed to the Secretary at the
Corporation's principal executive offices, and any such communication to any
Indemnitee must be addressed to that Indemnitee's address as shown in the
Corporation's records, unless he specifies otherwise, and must be personally
delivered or delivered by overnight mail delivery. Any such notice will be
effective upon receipt.


                                      -15-
<PAGE>   19



         Section 6.11 Contractual Rights. The right to be indemnified or to the
advancement or reimbursement of Expenses (i) is a contract right based on good
and valuable consideration pursuant to which any Indemnitee may sue as if these
provisions were set forth in a separate written contract between that Indemnitee
and the Corporation, (ii) is and is intended to be retroactive and will be
available as to events occurring prior to the adoption of these provisions and
(iii) will continue after any rescission or restrictive modification of these
provisions as to events occurring prior thereto.

         Section 6.12 Maintenance of Insurance. The Board may from time to time
authorize the Corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against that liability under the provisions of these Bylaws.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.1 Offices. The Corporation's registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware. The Corporation
may have such other offices within and without the State of Delaware as have
heretofore been established or may hereafter be established by or with the
authority of the Board. The Corporation's administrative office shall be located
at 11911 FM 529, Houston, Texas.

         Section 7.2 Fiscal Year. The fiscal year of the Corporation shall end
on December 31.

         Section 7.3 Seal. The corporate seal will have the name of the
Corporation inscribed thereon and will be in such form as the Board by
resolution may approve from time to time. The seal may be used by an officer of
the Corporation causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise applied to any acknowledgments, agreements,
applications, affidavits, certificates, contracts, instruments, statements or
other documents executed for or on behalf of the Corporation.

         Section 7.4 Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and any other Entity in which one or more of its Directors or
officers are directors or officers (or hold equivalent offices or positions), or
have a financial interest, will be void or voidable solely for this reason, or
solely because the Director or officer is present at or participates in the
meeting of the Board or Board Committee which authorizes the contract or
transaction, or solely because his or their votes are counted for that purpose,
if: (i) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the Board
Committee, and the Board or Board Committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or (ii) the material facts as to his relationship or interest and as to
the contract or


                                      -16-
<PAGE>   20



transaction are disclosed or are known to the Stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of those Stockholders; or (iii) the contract or transaction is fair as
to the Corporation as of the time it is authorized, approved or ratified by the
Board, a Board Committee or the Stockholders. Common or interested Directors may
be counted in determining the presence of a quorum at a meeting of the Board or
of a Board Committee which authorizes the contract or transaction.

         Section 7.5 Form of Records. Any records the Corporation maintains in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.

         Section 7.6 Bylaw Amendments. The Board has the power to adopt, amend
and repeal from time to time the Bylaws of the Corporation, subject to the right
of Stockholders entitled to vote with respect thereto to amend or repeal those
Bylaws as adopted or amended by the Board. Bylaws of the Corporation may be
adopted, amended or repealed by the affirmative vote of the holders of at least
66.7%of the combined voting power of the outstanding shares of all classes of
capital stock of the Corporation entitled to vote generally in the election of
Directors, voting together as a single class, at any annual meeting, or at any
special meeting if notice of the proposed amendment is contained in the notice
of that special meeting, or by the Board as specified in the preceding sentence.

         Section 7.7 Notices; Waiver of Notice. Whenever any notice is required
to be given to any Stockholder, Director or member of any Board Committee under
the provisions of the DGCL, the Certificate of Incorporation or these Bylaws,
that notice will be deemed to be sufficient if given (i) by telegraphic,
facsimile, cable or wireless transmission or (ii) by deposit of the same in the
United States mail, with postage paid thereon, addressed to the person entitled
thereto at his address as it appears in the records of the Corporation, and that
notice will be deemed to have been given on the day of such transmission or
mailing, as the case may be.

         Whenever any notice is required to be given to any Stockholder or
Director under the provisions of the DGCL, the Certificate of Incorporation or
these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to that notice, whether before or after the time stated therein, will
be equivalent to the giving of that notice. Attendance of a person at a meeting
will constitute a waiver of notice of that meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Stockholders, the Board or any Board
Committee need be specified in any written waiver of notice unless the
Certificate of Incorporation or these Bylaws so require.

         Section 7.8 Resignations. Any Director or officer of the Corporation
may resign at any time. Any such resignation must be made in writing and will
take effect at the time specified in that writing, or, if that resignation does
not specify any time, at the time of its receipt by the Chairman or the
Secretary. The acceptance of a resignation will not be necessary to make it
effective, unless that resignation expressly so provides.


                                      -17-
<PAGE>   21


         Section 7.9 Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures these Bylaws elsewhere specifically authorize,
facsimile signatures of any officer or officers of the Corporation may be used
as and whenever the Board by resolution so authorizes.

         Section 7.10 Reliance on Books, Reports and Records. Each Director and
each member of any Board Committee designated by the Board will, in the
performance of his duties, be fully protected in relying in good faith on the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board or by any such committee, or in relying in good
faith upon other records of the Corporation.

         Section 7.11 Certain Definitional Provisions. (a) When used in these
Bylaws, the words "herein," "hereof" and "hereunder" and words of similar import
refer to these Bylaws as a whole and not to any provision of these Bylaws, and
the words "Article" and "Section" refer to Articles and Sections of these Bylaws
unless otherwise specified.

         (b) Whenever the context so requires, the singular number includes the
plural and vice versa, and a reference to one gender includes the other gender
and the neuter.

         (c) The word "including" (and, with correlative meaning, the word
"include") means including, without limiting the generality of any description
preceding that word, and the words "shall" and "will" are used interchangeably
and have the same meaning.

         Section 7.12 Captions. Captions to Articles and Sections of these
Bylaws are included for convenience of reference only, and these captions do not
constitute a part hereof for any other purpose or in any way affect the meaning
or construction of any provision hereof.

                                  End of Bylaws


                                      -18-
<PAGE>   22

                                     BYLAWS

                                   EXHIBIT "A"

                                   COMMITTEES


         Per ARTICLE III, of the Bylaws of Oceaneering International, Inc. (the
"Company") the following committees are designated by the Board of Directors of
the Company (the "Board") with the committee authority and responsibility
specified in the Appendix indicated opposite the name of the committee. Members
of the Audit Committee shall be independent members of the Board. The membership
and composition of the committees shall be as designated by the Board from time
to time.

                 Audit Committee                    Appendix "A"
                 Nominating Committee               Appendix "B"
                 Compensation Committee             Appendix "C"













                                       A-1

<PAGE>   23

                                  APPENDIX "A"

                         OCEANEERING INTERNATIONAL, INC.

                             AUDIT COMMITTEE CHARTER

GENERAL

         The Audit Committee of the Board of Directors of Oceaneering
International, Inc. shall consist of three independent directors. Members of the
Committee shall be considered independent if they have no relationship to the
Company that could interfere with the exercise of their independence from
management and the Company. As determined by the Board of Directors, the Members
of the Committee will be financially literate with at least one having
accounting or related financial management expertise. Company management,
internal and independent auditors and the Company's General Counsel may attend
each meeting or portions thereof as required by the Committee. The Committee
will have two meetings each year on a regular basis and will have special
meetings if and when required.

RESPONSIBILITIES

         The Audit Committee's role is one of oversight whereas the Company's
management is responsible for preparing the Company's financial statements and
the independent auditors are responsible for auditing those financial
statements. The Audit Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the independent auditor's work. The following functions shall be the key
responsibilities of the Audit Committee in carrying out its oversight function.

         1.       The Committee and Board shall be ultimately responsible for
                  the selection, evaluation, and replacement of the independent
                  auditors.  The Committee will:

                  recommend annually the appointment of the independent auditors
                  to the Board for its approval and subsequent submission to the
                  stockholders for ratification, based upon an annual
                  performance evaluation and a determination of the auditors'
                  independence;










                                       A-2

<PAGE>   24

                  determine the independence of the independent auditors by
                  obtaining a formal written statement delineating all
                  relationships between the independent auditors and the
                  Company, including all non-audit services and fees;

                  discuss with the independent auditors if any disclosed
                  relationship or service could  impact the auditors'
                  objectivity and independence; and

                  recommend that the Board take appropriate action in response
                  to the auditors statement to ensure the independence of the
                  independent auditors.

         2.       Inquire of company management and independent auditors
                  regarding the appropriateness of accounting principles
                  followed by the Company, changes in accounting principles and
                  their impact on the financial statements.

         3.       Review with Company management the Company's financial
                  reporting process, published financial statement and/or major
                  disclosures and the adequacy of the Company's system of
                  internal controls.

         4.       Review and discuss with Company management and General Counsel
                  legal and regulatory matters that may have a material impact
                  on the Company's financial statements and Company compliance
                  policies.

         5.       Meet with independent auditors and review their report to the
                  Committee including comments relating to the system of
                  internal controls, published financial statements and related
                  disclosures, the adequacy of the financial reporting process
                  and the scope of the independent audit. The independent
                  auditors are ultimately accountable to the Board and the
                  Committee on all such matters.

         6.       Provide an open avenue of communications between the internal
                  and independent auditors and the Board of Directors, including
                  private sessions with the internal and independent auditors,
                  as the Committee may deem appropriate.

         7.       Review the internal audit program in terms of scope of audits
                  conducted or scheduled to be conducted.








                                       A-3
<PAGE>   25

         8.       Review with the internal auditors any major findings and
                  recommendations from internal audits conducted Company-wide.
                  Consult with internal auditors regarding on-going monitoring
                  programs including the Company's Statement of Philosophy and
                  Beliefs and compliance with policies of the Company.

         9.       Review with both the internal and independent auditors the
                  plans for the audit of the Company's information technology
                  procedures and controls.

         10.      Review with the internal and independent auditors the
                  coordination of their respective audit activities.

         11.      Prepare a Report, for inclusion in the Company's proxy
                  statement as required, disclosing that the Committee reviewed
                  and discussed the audited financial statements with management
                  and discussed certain other matters with the independent
                  auditors. Based upon these discussions, state in the Report
                  whether the Committee recommended to the Board that the
                  audited financial statements be included in the Annual Report.

         12.      Review and reassess the adequacy of the Audit Committee's
                  charter annually.  If any revisions therein are deemed
                  necessary or appropriate, submit the same to the Board for its
                  consideration and approval.

QUORUM

         For the transaction of business at any meeting of the Audit Committee,
a majority of the members shall constitute a quorum.











                                       A-4

<PAGE>   26

                                  APPENDIX "B"

                              NOMINATING COMMITTEE


         Responsibilities:

1.       Recommending to full Board of Directors of the Company (the "Board")
         nominees to fill Board vacancies.

2.       Receiving and evaluating stockholder recommendations for nominees to
         fill Board vacancies.

3.       Recommending to full Board candidates for membership of the committees
         of the Board.

4.       Recommending to the full Board a director to serve as Chairman of the
         Board.

















                                       A-5

<PAGE>   27

                                  APPENDIX "C"

                             COMPENSATION COMMITTEE

Responsibilities:

1.       Setting salaries of the Officers of the Company

           -      The Company's Chief Executive Officer (the "CEO") recommends
                  and the Compensation Committee (the "Committee") approves
                  entry salary for all officers of the Company (except the CEO).

           -      The CEO recommends and the Committee approves changes to
                  salaries for all officers of the Company (except the CEO).

           -      The Committee recommends and the Board approves any successor
                  to the CEO and the entry salary when a vacancy occurs; and
                  changes to the salary of the CEO.

           -      The Committee recommends and the Board approves the entry
                  salary and changes to the salary of the Chairman of the Board.

2.       Bonus Plans

           -      The Committee recommends and the Board approves any bonus
                  award plans.

           -      The CEO recommends and the Committee approves any bonus awards
                  to officers within the parameters of the approved plans.

3.       Stock Awards

           -      The Committee recommends and the Board approves any stock
                  option or stock award plans which require shareholder
                  approval.

           -      The CEO recommends and the Committee approves any grants of
                  stock options and restricted stock to any recipient.

4.       Senior Executive Severance Agreements

           -      The Committee recommends and the Board approves participants
                  and terms of any senior executive severance agreements.

5.       Other Compensation Plans in which Officers and Directors are Eligible
         to Participate

           -      The Committee recommends and the Board approves adoption of
                  plans.

           -      The CEO recommends and the Committee approves participant
                  changes within the parameters of approved plans.

           -      The Chief Financial Officer of the Company administers plans
                  as provided in the plans.





                                       A-6

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<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FILED AS PART OF THE COMPANY'S 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-2001
<PERIOD-START>                             APR-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                           5,880
<SECURITIES>                                         0
<RECEIVABLES>                                  117,980
<ALLOWANCES>                                       510
<INVENTORY>                                          0
<CURRENT-ASSETS>                               146,707
<PP&E>                                         503,455
<DEPRECIATION>                                 185,586
<TOTAL-ASSETS>                                 488,231
<CURRENT-LIABILITIES>                           84,264
<BONDS>                                        172,500
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         6,004
<OTHER-SE>                                     194,311
<TOTAL-LIABILITY-AND-EQUITY>                   488,231
<SALES>                                        204,503
<TOTAL-REVENUES>                               204,503
<CGS>                                          170,757
<TOTAL-COSTS>                                  170,757
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,562
<INCOME-PRETAX>                                 10,653
<INCOME-TAX>                                     3,838
<INCOME-CONTINUING>                              6,815
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,815
<EPS-BASIC>                                        .30
<EPS-DILUTED>                                      .29


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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