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): February 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 February 2, 2004

Item 12. Results of Operations and Financial Condition

      On February 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 twelve-month  periods ended December 31, 2003. 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: February 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 February 2, 2004