SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 28, 2004

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

            Delaware                        1-16337              76-0476605
  (State or other jurisdiction         (Commission File       (I.R.S. Employer
of incorporation or organization)            Number)         Identification No.)

                               Three Allen Center
                           333 Clay Street, Suite 3460
                              Houston, Texas 77002
                       (Address and zip code of principal
                               executive offices)

       Registrant's telephone number, including area code: (713) 652-0582


Item 7. Financial Statements and Exhibits.

      (c)   Exhibits.

Exhibit
Number      Description of Document
-------     -----------------------

99.1        Press Release dated April 28, 2004


Item 12. Results of Operations and Financial Condition

      On April 28, 2004, Oil States International, Inc. (the "Company") issued a
press release  announcing its financial  condition and results of operations for
the  three-month  period ended March 31,  2004.  A copy of the press  release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.


                                   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 hereunto duly authorized.

Dated: April 29, 2004

                                                OIL STATES INTERNATIONAL, INC.

                                                By: /s/ Cindy B. Taylor
                                                    ----------------------------
                                                Name:  Cindy B. Taylor
                                                Title: Senior Vice President and
                                                       Chief Financial Officer


                                Index to Exhibits

Exhibit
Number      Description of Document
-------     -----------------------

99.1        Press Release dated April 28, 2004