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): August 2, 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 August 2, 2004

Item 12. Results of Operations and Financial Condition

      On August 2, 2004, Oil States International, Inc. (the "Company") issued a
press release  announcing its financial  condition and results of operations for
the three-month  and six-month  periods ended June 30, 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: August 3, 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 August 2, 2004