(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11911 FM 529

Houston, TX

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Our projection that 2008 will be our 5^th consecutive year of record results;

Our earnings per share (EPS) outlook for the full year and the 3rd quarter of 2008;

Our operating income guidance for ROVs, Subsea Products and Subsea Projects for 2008 compared to 2007;

Anticipated deepwater discoveries to be evaluated and developed;

Floating rig fleet expansion overview, 2008-2012;

Future floating rig demand;

Future new build subsea support vessels and the likely requirement of at least one work class ROV on each;

Expectation that our ROV fleet utilization rates during the last half of 2008 will be in the mid to high 80% range, and the expectation that we will add vehicles and raise prices;

Expected 2008 ROV results to improve by increasing days on hire, by adding approximately 30 new systems, achieving higher average revenue per day on hire, and realizing a slight improvement in operating income margin;

Expansion of our ROV fleet for both drill support and construction service;

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Expected 5^th consecutive record year of ROV operating income, range of increased operating income for 2008 compared to 2007, and our midpoint estimate of ROV operating income;

Subsea completions expected to triple in this decade over the 1990s, and double in the decade commencing 2010;

Subsea tree orders forecast to be up approximately 60% in the period 2008 – 2012 compared to the period 2003 – 2007;

Worldwide umbilical market forecast to be up approximately 110% for 2008 – 2012 compared to the level of 2003 – 2007;

Expected 2008 Subsea Products results improvement range and midpoint estimate;

Speculation that Subsea Products could overtake ROVs as our largest revenue producer;

Projected cumulative subsea completions in the Gulf of Mexico through 2009;

Our expectation that hurricane damage repair work is nearing completion;

Expected continued favorable deepwater Subsea Projects Deepwater Installation and IRM service demand;

Our ability to participate in the 2008 market for Deepwater Installation and IRM work is anticipated to be hindered because of regulatory inspections of the Ocean Intervention, Ocean Intervention II and The Performer;

The anticipated fourth quarter 2008 availability date of the Olympic Intervention IV;

Expected 2008 Subsea Projects results to decline, and the range of decline, due to hurricane work being substantially complete, decreasing demand for diving and shallow water vessel services and the regulatory inspections of four of Oceaneering’s six owned vessels;

Our projected 2008 Cash Flow from Operations (as defined and reconciled to GAAP measures in the Supplemental Financial Information to the presentation);

Our projected 2008 EBITDA (as defined and reconciled to GAAP measures in the Supplemental Financial Information to the presentation);

Our estimate of market shares of worldwide work class ROV fleet for us and our competitors, in total and for drill support presented in the in the Supplemental Market Information to the presentation;

Worldwide Umbilical Market Overview presented in the Supplemental Market Information to the presentation; and

Subsea Hardware Outlook Summary presented in the Supplemental Market Information to the presentation.

worldwide demand for oil and gas;

general economic and business conditions and industry trends;

the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels and pricing;

the level of production by non-OPEC countries;

domestic and foreign tax policy;

laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions;

rapid technological changes;

the political environment of oil-producing regions;

the price and availability of alternative fuels; and

overall economic conditions.