EXHIBIT 10.21



                   NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
                         OIL STATES INTERNATIONAL, INC.

Non-employee directors of Oil States International, Inc. receive the following
compensation:

    o   Annual retainer of $30,000 for board membership, paid quarterly in
        arrears

    o   Annual retainer of $50,000 for service as the Chairman of the Board of
        the Company

    o   Annual retainer of $15,000 for service as the Audit Committee
        Chairperson, paid quarterly in arrears

    o   Annual retainer of $10,000 for service as the Compensation or Nominating
        and Corporate Governance Committee Chairperson, payable quarterly in
        arrears

    o   Annual retainer of $7,500 for service as a member of the Audit
        Committee, other than Chairperson, payable quarterly in arrears

    o   Annual retainer of $5,000 for service as a member of the Compensation or
        Nominating and Corporate Governance Committees, other than a
        Chairperson, payable quarterly in arrears

    o   Meeting fees

        o   $1,500 for each Board meeting attended

        o   $1,500 for each Committee meeting attended

    o   Reimbursement for expenses incurred in attending meetings

    o   Participation in the Company's 2001 Equity Participation Plan, as
        Amended February 16, 2005

   Under the current policy adopted by the Compensation Committee of the Board
   of Directors on May 18, 2005, each non-employee director will receive an
   annual restricted stock award equal to $75,000. The award will be made each
   year on the date of the Annual Shareholders' meeting. The number of shares
   awarded will be based on the closing price of the Company's common stock on
   the date of the award. Such restricted stock awards will vest on the day
   prior to the next year's Annual Shareholders' meeting. In the event of a
   change in control, the awards vest in accordance with the terms of the award
   agreements.

   The new policy established a guideline that 65% of the number of shares of
   restricted stock awarded may not be sold, assigned, pledged, or otherwise
   transferred, encumbered or disposed of until the earlier of (i) the date six
   months after termination of the non-employee director's services on the
   Board, (ii) the occurrence of a Change of Control (as determined under the
   Plan) or (iii) the death or disability of the
   non-employee director.

   All of the Company's directors are reimbursed for reasonable out-of-pocket
   expenses incurred in attending meetings of the Board of Directors or
   committees and for other reasonable expenses related to the performance of
   their duties as directors. Directors may also participate in the Company's
   nonqualified deferred compensation plan that permits a participant to defer
   all or a part of his or her cash compensation from the Company until the
   termination of his or her status as a director.