Oceaneering and Subsea 7 Terminate Agreement

March 17, 2004

Oceaneering and Subsea 7 have mutually agreed that the proposed acquisition of the remotely operated vehicle (ROV) drill rig support and related business operations from the Subsea 7 group of companies will not proceed. The conditions of closing have not been met and the agreement, which was signed in late November 2003 when the conditional transaction was publicly announced, has been terminated. Oceaneering and Subsea 7 have agreed it is in the best interest of both parties to terminate the agreement without further obligation. Oceaneering will expense, during the first quarter 2004, accumulated transaction costs as incremental general and administrative expense; on a preliminary basis, these costs are estimated to be in the range of $1.5 to $1.8 million pre-tax. John Huff, Chairman and Chief Executive Officer, stated, "We are disappointed we were not able to complete this transaction. We remain committed to using our financial strength to grow profits at Oceaneering beyond our current capacity. Our EPS outlook for 2004, after the non- recurring transaction costs, is now $1.55 to $1.65. This compares to the previously announced EPS range of $1.60 to $1.70."

Oceaneering and Subsea 7 Terminate Agreement

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