UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

(Amendment No. 1)



(Mark One)

| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ---------------------------------------------------------------------------------------
| |     | For the quarterly period ended March 31, 2013                                          



OR

| | [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ----------------------------------------------------------------------------------------
| |     |                                                                                         
| |     | For the transition period from _________________________ to                             



Commission file number: 001-16337



OIL STATES INTERNATIONAL, INC.

_______________



(Exact name of registrant as specified in its charter)



|Delaware                                         | 76-0476605         
|------------------------------------------------ | -------------------
|(State or other jurisdiction of                  | (I.R.S. Employer   
|incorporation or organization)                   | Identification No.)
|                                                 |                    
|Three Allen Center, 333 Clay Street, Suite 4620, | 77002              
|Houston, Texas                                   | (Zip Code)         
|(Address of principal executive offices)         |                    



(713) 652-0582

---

(Registrant’s telephone number, including area code)

None

---

(Former name, former address and former fiscal year,

if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|YES [ X ] | NO [ ]
|--------- | ------



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

|YES [X] | NO [ ]
|------- | ------



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.

(Check one):



|Large Accelerated Filer [X]                                             | Accelerated Filer [ ]        
|----------------------------------------------------------------------- | -----------------------------
|                                                                        |                              
|Non-Accelerated Filer [ ] (Do not check if a smaller reporting company) | Smaller Reporting Company [ ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|YES [ ] | NO [X ]
|------- | -------



The Registrant had 54,963,080 shares of common stock, par value $0.01, outstanding and 3,837,938 shares of treasury stock as of April 24, 2013.










EXPLANATORY NOTE



This Amendment No. 1 (this "Amendment") to our Current Report on Form 10-Q for the three months ended March 31, 2013 filed with the Securities and Exchange Commission on April 25, 2013 (the "Original Filing") is filed to disclose information in connection with Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Other than this additional compliance disclosure in “Part II. Item 5. Other Information” and the additional exhibits in “Part II. Item 6. Exhibits,” no part of the Original Filing is amended hereby, and this Amendment does not reflect events that have occurred after the Original Filing.



PART II -- OTHER INFORMATION



ITEM 5. Other Information



Disclosure under Section 13(r) of the Exchange Act



The Iran Threat Reduction and Syria Human Rights Act of 2012, signed into law by President Obama on August 10, 2012, added a new Section 13(r) to the Exchange Act, which requires us to disclose whether the Company or any of its affiliates has engaged in certain Iran-related activities during the reporting period.In the first quarter of 2013, our wholly-owned Singaporean subsidiary, Oil States (Asia) Ptd Ltd ("Oil States (Asia)"), made two shipments and received one payment in connection with a prior transaction for the sale of riser pipe and associated material to a United Arab Emirates company, for ultimate use in the South Pars Gas Field. This field is controlled and mandated by Pars Oil & Gas Co, an entity designated in December 2010 by the Office of Foreign Assets Control (OFAC) as being owned or controlled by the Government of Iran. The transaction that is the subject of this disclosure commenced at a time when Oil States (Asia) was not subject to the Iranian Transactions and Sanctions Regulations, 31 C.F.R. Part 560 (ITSR). The total value of Oil States (Asia)’s transaction was approximately $4.2 million, for which it received an estimated net profit of $0.4 million. The payment that Oil States (Asia) received during the reporting period totaled approximately $2.03 million. Except for the receipt of two final payments from its customer during April 2013, Oil States (Asia) completed the transaction in accordance with and during the validity period of the wind-down general license of ITSR Section 560.555, which expired on March 8, 2013. Oil States (Asia) has wound down its Iran-related business, and voluntary self-disclosures have been submitted to OFAC and the State Department about this transaction.








ITEM 6. Exhibits



Item 6 of the Original Filing is amended by the addition of the following exhibits:



|(a) | INDEX OF EXHIBITS
|--- | -----------------



|Exhibit No. |        | Description
|----------- | ------ | -----------
|            |        |            
|            | 31.1*  | —          
|            |        |            
|            | 31.2*  | —          
|            |        |            
|            | 32.1** | —          
|            |        |            
|            | 32.2** | —          
|            |        |            

---------

*       Filed herewith.

**       Furnished herewith








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 thereunto duly authorized.



OIL STATES INTERNATIONAL, INC.



|Date:  October 31, 2013 | By: | /s/ BRADLEY J. DODSON                                               | 
|----------------------- | --- | ------------------------------------------------------------------- | 
|                        |     | Bradley J. Dodson                                                   | 
|                        |     | Senior Vice President, Chief Financial Officer and                  | 
|                        |     | Treasurer (Duly Authorized Officer and Principal Financial Officer) | 





|Date:  October 31, 2013 | By: | /s/ ROBERT W. HAMPTON                                            | 
|----------------------- | --- | ---------------------------------------------------------------- | 
|                        |     | Robert W. Hampton                                                | 
|                        |     | Senior Vice President -- Accounting and                          | 
|                        |     | Secretary (Duly Authorized Officer and Chief Accounting Officer) |