EXHIBIT 10-01





                       OCEANEERING RETIREMENT INVESTMENT PLAN

                  (As Amended and Restated Effective July 1, 1995)

                                   First Amendment



                    Oceaneering International, Inc., a Delaware corporation

          (the "Company"), having established the Oceaneering Retirement

          Investment Plan, as amended and restated effective July 1, 1995,

          (the "Plan"), and having reserved the right under Section 11.5

          thereof to amend the Plan, does hereby amend the Plan effective

          as of the dates set forth herein as follows:



                    1.   Section 4.8 of the Plan is amended effective

               the later of (i) August 1, 1996 or (ii) such date as

               the Committee is able to communicate such amendment to

               Plan Participants by revising the penultimate paragraph

               thereto in its entirety to read as follows:



                         "From July 1, 1995 through July 31, 1996
                    (or such later date as the Committee is able
                    to communicate such change to Participants),
                    the Employer Contributions (excluding
                    Deferred Contributions) made with respect to
                    Deferred Contributions that are invested in
                    Common Stock and all Income of the Trust Fund
                    allocable to such Employer Contributions
                    shall initially be invested by the Company in
                    Common Stock.  From July 1, 1995 through July
                    31, 1996 (or such later date as the Committee
                    is able to communicate such change to
                    Participants), the Employer Contributions
                    (excluding Deferred Contributions) made with 
                    respect to Deferred Contributions that are
                    invested in any Investment Fund other than
                    Common Stock of the Employer, and all Income
                    of the Trust Fund allocable to such Employer
                    Contributions shall be initially invested by
                    the Company in such percentages and in such
                    Investment Funds which correspond to the
                    Participant's election of Investment Funds
                    with respect to the investment of the
                    Participant's Deferred Contributions.  From
                    and after August 1, 1996, all Employer
                    Contributions (excluding Deferred
                    Contributions) shall initially be invested by
                    the Company in Common Stock."


                    2.   The third sentence of Section 10.3 of the

               Plan is amended in its entirety effective as of July 1,

               1995 to read as follows:

                         "Such portion may be established by the
                    Trustee as directed by the Company to be set
                    apart in cash or in kind out of the
                    properties of the Trust Fund."

                    3.   Schedule B of the Plan is amended effective

               July 1, 1995 in its entirety to read as follows:





                                     "SCHEDULE B

                    Effective July 1, 1995, the following Investment
               Funds are available under the Plan:

                    (a)  Fixed Income Account - this fund shall be
               invested in longer-term fixed-income securities, such
               as corporate bonds and commercial mortgages or in a
               fixed investment contract or contracts issued by
               insurance companies.

                    (b)  Fidelity Puritan Fund - this fund shall be
               invested in a broadly diversified portfolio securities,
               including stocks, bonds and short-term instruments. 

                    (c)  Fidelity Growth Opportunities Fund - this
               fund shall be invested primarily in common stocks and
               securities convertible into common stocks.

                    (d)  Fidelity Magellan Fund - this fund shall be
               invested primarily in equity securities of United
               States, multi-national and foreign countries.

                    (e)  Warburg Pincus Emerging Growth Fund - this
               fund shall be invested in equity securities of
               domestic, emerging growth companies.  Ordinarily, this
               fund shall invest 65% of its total assets in common
               stock or warrants, with the remainder invested in debt
               securities, preferred stock and money market
               instruments.

                    (f)  Warburg Pincus International Equity Fund -
               this fund shall be invested in equity securities of
               companies that have their principal business activities
               and interests outside the United States.

                    (g)  Oceaneering International Inc. Company Stock
               Fund - this fund shall be solely invested in Common
               Stock of the Company." 




               IN WITNESS WHEREOF, Oceaneering International, Inc. has
          caused these presents to be executed by its duly authorized
          officers in a number of copies, all of which shall constitute one
          and the same instrument, which may be sufficiently evidenced by
          any executed copy hereof, this 1st day of August, 1996, but
          effective as of the dates specified herein.




                                   OCEANEERING INTERNATIONAL, INC.

                                   By:  //s// GEORGE R. HAUBENREICH, JR.





          ATTEST:




          By:  //s//  SHEILA F. JAYNES

               Assistant Secretary







          [CORPORATE SEAL OF OCEANEERING INTERNATIONAL, INC.]