<DOCUMENT>
<TYPE>EX-99.01
<SEQUENCE>13
<FILENAME>h95099ex99-01.txt
<DESCRIPTION>LETTER TO SEC RE ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>
                            [Oceaneering Letterhead]


                                                                   Exhibit 99.01

March 27, 2002


United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549


Re:  Arthur Andersen LLP



The financial statements of Oceaneering International, Inc. included in this
Annual Report on Form 10-K for the year ended December 31, 2001 have been
audited by Arthur Andersen LLP ("Andersen"). Andersen has represented to us that
the audit of our consolidated financial statements as of December 31, 2001 and
for the year then ended was subject to Andersen's quality control system for the
U.S. accounting and audit practice to provide reasonable assurance that the
engagement was conducted in compliance with professional standards, and that
there was appropriate continuity of Andersen personnel working on the audits,
availability of national office consultation and availability of personnel at
foreign affiliates of Andersen to conduct the relevant portions of the audit.



Oceaneering International, Inc.


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







</TEXT>
</DOCUMENT>
