EXHIBIT 3.01
 
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         OCEANEERING INTERNATIONAL, INC.
 
                  Oceaneering International, Inc. (the "corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), hereby adopts this
Restated Certificate of Incorporation, which accurately restates and integrates
the provisions of the existing Certificate of Incorporation of the corporation
as heretofore amended (as so amended, the "Certificate of Incorporation") and
does hereby further certify that:
 
                  1. The name of the corporation is Oceaneering International,
Inc. The original certificate of incorporation of the corporation was filed with
the Secretary of State of the State of Delaware on June 20, 1969 under the name
Oceaneering International, Inc.
 
                  2. The board of directors of the corporation has duly adopted
this Restated Certificate of Incorporation in accordance with Section 245 of the
DGCL and without a vote of the corporation's stockholders. This Restated
Certificate of Incorporation only restates and integrates and does not further
amend the provisions of the Certificate of Incorporation, and no discrepancy
exists between those provisions and the provisions hereof.
 
                  3. The Certificate of Incorporation is hereby restated to read
in its entirety as follows:
 
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         OCEANEERING INTERNATIONAL, INC.
 
                                     * * * *
 
         FIRST. The name of the corporation is OCEANEERING INTERNATIONAL, INC.
 
         SECOND. The address of its registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
 
         THIRD. The nature of the business or purposes to be conducted or
promoted is:
 
         To engage in the business of commercial deep-sea diving and developing,
marketing, leasing, selling and supplying deep-sea diving equipment and
services.
 
         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
 
 
 
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         To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
 
         To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
 
         To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.
 
         To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
 
         To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.
 
         In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
 
         The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other
 
 
 
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clause in this certificate of incorporation, but the business and purposes
specified in each of the foregoing clauses of this article shall be regarded as
independent business and purposes.
 
         FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is Ninety-Three Million (93,000,000), consisting of
Ninety Million (90,000,000) shares of Common Stock of the par value of
Twenty-Five Cents ($.25) per share and Three Million (3,000,000) shares of
Preferred Stock of the par value of One Dollar ($1.00) per share.
 
         The designations, powers, preferences and rights, and the
qualifications, limitations and restrictions of each class of capital stock of
the Corporation are as follows:
 
                  (a) COMMON STOCK
 
                  1. Voting Rights of Common Stock. Each holder of Common Stock
         shall be entitled to one vote for each share of Common Stock on each
         matter submitted to a vote of the stockholders of the Corporation.
 
                  2. Dividends on Common Stock. The holders of Common Stock
         shall be entitled to receive dividends on shares of Common Stock when,
         if and as declared by the board of directors of the Corporation.
 
                  3. Distribution on Common Stock in the Event of Dissolution,
         Liquidation or Winding Up. In the event of any voluntary or involuntary
         dissolution, liquidation, or winding up of the Corporation, after
         payment or provision for payment of the debts and other liabilities of
         the Corporation and the amounts, if any, to which the holders of all
         classes of Preferred Stock may be entitled, the holders of Common Stock
         shall be entitled to share ratably in the remaining assets of the
         Corporation.
 
                  (b) PREFERRED STOCK
 
                  1. Authority of the board of directors to Issue Preferred
         Stock. The board of directors may by resolution from time to time
         classify or reclassify and issue in one or more series any unissued
         shares of Preferred Stock, and may fix or alter in any one or more
         respects, from time to time before issuance of such shares, the number
         and designation of any series or classification, liquidation and
         dividend rights, conversion rights, and any other rights, restrictions
         and qualifications of and the terms of any purchase, retirement or
         sinking fund which may be provided for such shares of Preferred Stock.
 
                  2. Filing Requirements. Before any such Preferred Stock is
         issued, the board of directors shall cause to be filed with the
         Secretary of State, State of Delaware, a certificate setting forth a
         copy of the resolutions of the board of directors of the Corporation
         containing a description of any such class or series of Preferred Stock
         and the terms of issuance thereof
 
 
 
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         duly executed, acknowledged and filed in accordance with Section 103 of
         the Delaware Corporation Law.
 
                  In accordance with the provisions of this Article FOURTH, the
         board of directors of the corporation has designated shares of
         Preferred Stock with the voting powers, preferences and relative,
         participating, optional or other rights and the qualifications,
         limitations and restrictions thereof as set forth in Exhibit A hereto,
         which is hereby incorporated by reference herein.
 
         FIFTH. The name and mailing address of each incorporator is as follows:
 
<TABLE>
<CAPTION>
                NAME                      MAILING ADDRESS
                ----                      ---------------
 
<S>                                       <C>
           B. J. Consono                  100 West Tenth Street
                                          Wilmington, Delaware
 
           J. L. Rivera                   100 West Tenth Street
                                          Wilmington, Delaware
 
           F. J. Obara, Jr.               100 West Tenth Street
                                          Wilmington, Delaware
</TABLE>
 
         SIXTH. The corporation is to have perpetual existence.
 
         SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:
 
         To make, alter or repeal the by-laws of the corporation.
 
         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
 
         To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
 
         By a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or committees,
the
 
 
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member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.
 
         When and as authorized by the affirmative vote of the holders of the
percentage as required by law or by the certificate of incorporation of the
corporation of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of the required percentage
of the voting stock issued and outstanding to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
 
         EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
 
         NINTH. Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
 
         TENTH. The corporation reserves the right to amend, alter, change, or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute or by this certificate of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
 
 
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         Whenever the vote of stockholders at a meeting thereof is required or
permitted by law to be taken for or in connection with any corporate action,
such corporate action may be taken upon the written consent of the holders of a
majority of the stock which would have been entitled to vote upon such action if
a meeting were held.
 
         ELEVENTH. The affirmative vote of the holders of not less than 80
percent of the outstanding shares of "Voting Stock" (as hereinafter defined) of
the corporation shall be required for the approval or authorization of any
"Business Combination" (as hereinafter defined) of the corporation with any
"Related Person" (as hereinafter defined); provided, however, that the 80
percent voting requirement shall not be applicable if:
 
                  (1) The "Continuing Directors" of the corporation (as
         hereinafter defined) by a two-thirds vote, (a) have determined that the
         80% percent voting requirement of this provision shall not be
         applicable, or (b) have approved the Business Combination;
 
                  (2) The Business Combination is solely between the corporation
         and another corporation, one hundred percent of the Voting Stock
         (except for directors' qualifying shares) of which is owned directly or
         indirectly by the corporation; or
 
                  (3) The Business Combination is a merger or consolidation and
         the cash or fair market value of each of the property, securities or
         other consideration to be received per share (with appropriate
         adjustments for recapitalizations and for stock splits, stock dividends
         and like distributions) by holders of common stock of the corporation
         in the Business Combination is not less than the highest per share
         price (including brokerage commissions, soliciting dealers' fees,
         dealer-management compensation, and other expenses, including, but not
         limited to, costs of newspaper advertisements, printing expenses and
         attorneys' fees), paid by the Related Person in acquiring any of its
         holdings of the corporation's common stock.
 
For the purposes of this Article ELEVENTH:
 
                  (i) The term "Business Combination" shall mean (a) any merger
         or consolidation of the corporation or a subsidiary with or into a
         Related Person, (b) any sale, lease, exchange, transfer or other
         disposition, including without limitation the creation of a mortgage or
         any other security device of all or any "Substantial Part" (as
         hereinafter defined) of assets either of the corporation (including
         without limitation any voting securities of a subsidiary) or of a
         subsidiary, to a Related Person, (c) any merger or consolidation of a
         Related Person with or into the corporation or a subsidiary of the
         corporation, (d) any sale, lease, exchange, transfer, or other
         disposition of all or any Substantial Part of the assets of a Related
         Person to the corporation or a subsidiary of the corporation, (e) the
         issuance of any securities of the corporation or a subsidiary of the
         corporation to a Related Person, (f) any recapitalization that would
         have the effect of increasing the voting power of a Related Person, (g)
         the acquisition by the corporation or a subsidiary of the corporation
         of any securities of a Related Person, (h) the adoption of any plan or
         proposal for the liquidation or dissolution of this corporation
 
 
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         if, as of the record date for the determination of shareholders
         entitled to notice thereof and to vote thereon, any person shall be a
         Related Person and (i) any agreement, contract or other arrangement
         providing for any of the transactions described in this definition of
         Business Combination.
 
                  (ii) The term "Related Person" shall mean and include any
         individual, corporation, partnership or other person including the
         definition of a person as contained in Section 13(d)(3) of the
         Securities Exchange Act of 1934, as amended ("Exchange Act"), or entity
         (collectively, a "Person") which together with its "Affiliates" and
         "Associates" (as defined at Rule 12b-2 under the Exchange Act),
         "Beneficially Owns" (as defined at Rule 13d-3 under the Exchange Act)
         in the aggregate 20 percent or more of the outstanding Voting Stock of
         the corporation, and any Affiliate or Associate of any such individual,
         corporation, partnership or other person or entity.
 
                  (iii) The term "Substantial Part" shall mean more than 30
         percent of the fair market value of the total assets of the corporation
         in question, as of the end of its most recent fiscal year ending prior
         to the time the determination is being made.
 
                  (iv) Without limitation, any shares of common stock of the
         corporation that any Related Person has the right to acquire pursuant
         to any agreement, or upon exercise of conversion rights, warrants or
         options, or otherwise, shall be deemed beneficially owned by the
         Related Person.
 
                  (v) For the purposes of subparagraph (3) of this Article
         ELEVENTH, the term "other consideration to be received" shall include,
         without limitation, common stock of the corporation retained by its
         existing public stockholders in the event of a Business Combination in
         which the corporation is the surviving corporation.
 
                  (vi) The term "Voting Stock" shall mean all outstanding shares
         of capital stock of the corporation or another corporation entitled to
         vote generally in the election of directors and each reference to a
         proportion of shares of Voting Stock shall refer to such proportion of
         the votes entitled to be cast by such shares.
 
                  (vii) With respect to any proposed Business Combination, the
         term "Continuing Director" shall mean (i) any director who was a member
         of the Board of Directors of the corporation on January 21, 1983, or
         (ii) any director who was a member of the Board of Directors of the
         corporation immediately prior to the date, if such date is after
         January 21, 1983, that any Related Person involved in the proposed
         Business Combination became a Related Person (or, if the transaction
         involves more than one Related Person, immediately prior to the date,
         if such date is after January 21, 1983, the first of such Persons to
         become a Related Person became a Related Person).
 
 
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         The provisions set forth in this Article ELEVENTH (including the
provisions set forth in this paragraph) may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote of the holders
of not less than 80 percent of the outstanding shares of Voting Stock of the
corporation.
 
         TWELFTH. The Board of Directors (exclusive of Directors to be elected
by the holders of any one or more series of Preferred Stock voting separately as
a class or classes) shall be divided into three classes, Class I, Class II, and
Class III, which shall be as nearly equal in number as possible. Each director
shall serve for a term ending on the date of the third annual meeting following
the annual meeting at which such director was elected; provided, however, that
each initial director in Class I shall hold office until the annual meeting of
stockholders in 1984; each initial director in Class II shall hold office until
the annual meeting of stockholders in 1985; and each initial director in Class
III shall hold office until the annual meeting of stockholders in 1986.
 
         The Directors whose names and mailing addresses are shown below are
hereby designated initial members of the classes indicated, to serve as
Directors in such classes until the appropriate annual meeting of stockholders,
as indicated in the paragraph immediately preceding or until their successors
are elected and qualified:
 
<TABLE>
<CAPTION>
                                     CLASS I
 
               NAME:                                            ADDRESS:
               ----                                             -------
<S>                                            <C>
Edward A. Wardwell............................ 10575 Katy Freeway, Suite 400
                                               Houston, Texas 77024
 
D. Michael Hughes............................. P.O. Box 530
                                               Ingram, Texas  78025
 
E.C. Broun, Jr................................ 6500 Texas Commerce Tower
                                               Houston, Texas  77002
                                    CLASS II
 
Bruce C. Gilman............................... 10575 Katy Freeway, Suite 400
                                               Houston, Texas  77024
 
Charles B. Evans.............................. 16854 Little Tujunga Canyon Road
                                               San Fernando, California 91342
 
Robert H. Etnyre.............................. 12223 Kimberley
                                               Houston, Texas  77024
                                    CLASS III
 
J. Wesley Rogers.............................. 10575 Katy Freeway, Suite 400
                                               Houston, Texas  77024
 
David S. Hooker............................... 29 Smith Terrace
                                               London SW3 England
 
Stephen E. Halprin............................ 3000 Sand Hill Road
                                               Menlo Park, California  94025
</TABLE>
 
 
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         Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of directors,
may, except as otherwise required by law, be filled only by the Board of
Directors, acting by a majority of the Directors then in office, although less
than a quorum, and any Directors so chosen shall hold office until the next
election of the class for which such Directors shall have been chosen and until
their successors shall be elected and qualified. No decrease in the number of
Directors shall shorten the term of any incumbent Director and Directors may be
removed only for cause. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
Directors of the Company, the terms of the Director or Directors elected by such
holders shall expire at the next succeeding annual meeting of stockholders.
 
         The provisions set forth in the Article TWELFTH (including the
provisions set forth in this paragraph) may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote of the holders
of not less than 80 percent of the outstanding shares of the Company's common
stock.
 
         THIRTEENTH. No director of the corporation shall be personally liable
to the corporation or any of its stockholders for monetary damages resulting
from a breach of fiduciary duty involving any act or omission of any such
director occurring on or after August 15, 1986; provided, however, that the
foregoing provision shall not eliminate or limit the liability of any director
(i) for any breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Title 8,
section 174 of the Delaware Code or (iv) for any transaction from which such
director derived an improper personal benefit.
 
         IN WITNESS WHEREOF, the corporation has caused this Restated
Certificate of Incorporation to be executed this 18th day of August, 2000.
 
                                         OCEANEERING INTERNATIONAL, INC.
 
 
                                         By: /s/ JOHN R. HUFF
                                            --------------------------
                                             John R. Huff
                                             Chairman of the Board and

                                             Chief Executive Officer