================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    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 8, 2005

                         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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================



ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On February 8, 2005, 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, 2004. A copy of the
press release is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

Exhibit
Number      Description of Document
----------  ------------------------------------
99.1        Press Release dated February 8, 2005



                                   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 9, 2005

                                       OIL STATES INTERNATIONAL, INC.

                                       By:
                                           -------------------------------
                                           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 8, 2005