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                                                                     EXHIBIT 4.6

                        2000 NON-EXECUTIVE INCENTIVE PLAN

                                       OF

                         OCEANEERING INTERNATIONAL, INC.


                  1. Plan. This 2000 Non-Executive Incentive Plan of Oceaneering
International, Inc. (the "Plan") was adopted by Oceaneering International, Inc.
(the "Company") to reward certain key employees of the Company and certain
independent consultants by enabling them to acquire shares of common stock of
the Company.

                  2. Objectives. This Plan is designed to attract and retain key
employees of the Company and its Subsidiaries, to attract and retain consultants
and other independent contractors, to encourage the sense of proprietorship of
such employees and independent contractors and to stimulate the active interest
of such persons in the development and financial success of the Company and its
Subsidiaries. These objectives are to be accomplished by making Awards under
this Plan and thereby providing Participants with a proprietary interest in the
growth and performance of the Company and its Subsidiaries.

                  3. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:

                  "Authorized Officer" means the Chairman of the Board or the
Chief Executive Officer of the Company (or any other senior officer of the
Company to whom either of them shall delegate the authority to execute any Award
Agreement).

                  "Award" means the grant of any Option, SAR, Stock Award or
Cash Award, whether granted singly, in combination or in tandem, to a
Participant pursuant to such applicable terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.

                  "Award Agreement" means a written agreement between the
Company and a Participant setting forth the terms, conditions and limitations
applicable to an Award.

                  "Board" means the Board of Directors of the Company.

                  "Cash Award" means an award denominated in cash.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Committee" means the Compensation Committee of the Board or
such other committee of the Board as is designated by the Board to administer
the Plan.


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                  "Common Stock" means the Common Stock, par value $0.25 per
share, of the Company.

                  "Company" means Oceaneering International, Inc., a Delaware
corporation.

                  "Dividend Equivalents" means, with respect to shares of
Restricted Stock that are to be issued at the end of the Restriction Period, an
amount equal to all dividends and other distributions (or the economic
equivalent thereof) that are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock.

                  "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an employee of the
Company or any of its Subsidiaries and actually becomes such an employee within
the following six months.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

                  "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (ii)
if shares of Common Stock are not so listed but are quoted on the Nasdaq
National Market, the mean between the highest and lowest sales price per share
of Common Stock reported by the Nasdaq National Market on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if the Common Stock
is not so listed or quoted, the mean between the closing bid and asked price on
that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by the
Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the
National Quotation Bureau Incorporated or (iv) if shares of Common Stock are not
publicly traded, the most recent value determined by an independent appraiser
appointed by the Company for such purpose.

                  "Independent Contractor" means a person providing services to
the Company or any of its Subsidiaries except an Employee.

                  "Option" means a right to purchase a specified number of
shares of Common Stock at a specified price that is not intended to comply with
the requirements set forth in Section 422 of the Code.

                  "Participant" means an Employee or Independent Contractor to
whom an Award has been made under this Plan.

                  "Restricted Stock" means any Common Stock that is restricted
or subject to forfeiture provisions.


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                  "Restriction Period" means a period of time beginning as of
the date upon which an Award of Restricted Stock is made pursuant to this Plan
and ending as of the date upon which the Common Stock subject to such Award is
no longer restricted or subject to forfeiture provisions.

                  "SAR" means a right to receive a payment, in cash or Common
Stock, equal to the excess of the Fair Market Value or other specified valuation
of a specified number of shares of Common Stock on the date the right is
exercised over a specified strike price, in each case, as determined by the
Committee.

                  "Stock Award" means an award in the form of shares of Common
Stock or units denominated in shares of Common Stock.

                  "Subsidiary" means (i) in the case of a corporation, any
corporation of which the Company directly or indirectly owns shares representing
more than 50% of the combined voting power of the shares of all classes or
series of capital stock of such corporation which have the right to vote
generally on matters submitted to a vote of the stockholders of such corporation
and (ii) in the case of a partnership or other business entity not organized as
a corporation, any such business entity of which the Company directly or
indirectly owns more than 50% of the voting, capital or profits interests
(whether in the form of partnership interests, membership interests or
otherwise).

                  4. Eligibility.

                  (a) Employees. Key Employees eligible for Awards under this
         Plan are those who hold positions of responsibility and whose
         performance, in the judgment of the Committee, can have a significant
         effect on the success of the Company and its Subsidiaries, including
         those individuals who are expected to become employees within six
         months.

                  (b) Independent Contractors. Independent Contractors eligible
         for Awards under this Plan are those Independent Contractors providing
         services to, or who will provide services to, the Company or any of its
         Subsidiaries.

                  (c) Officers and Directors. No Award shall be granted under
         this Plan to an individual who, at the time of grant, is a member of
         the Board or an "officer" within the meaning of Securities and Exchange
         Commission Rule 16a-1(f) under the Exchange Act.


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                  5. Common Stock Available for Awards. Subject to the
provisions of paragraph 14 hereof, there shall be available for Awards under
this Plan granted wholly or partly in Common Stock (including rights or options
that may be exercised for or settled in Common Stock) an aggregate of 900,000
shares of Common Stock. The number of shares of Common Stock that are the
subject of Awards under this Plan, that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a manner such
that all or some of the shares covered by an Award are not issued to a
Participant or are exchanged for Awards that do not involve Common Stock, shall
again immediately become available for Awards hereunder. The Committee may from
time to time adopt and observe such procedures concerning the counting of shares
against the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that
shares of Common Stock are available for issuance pursuant to Awards.

                  6. Administration.

                  (a) This Plan shall be administered by the Committee. Subject
         to the provisions hereof, the Committee shall have full and exclusive
         power and authority to administer this Plan and to take all actions
         that are specifically contemplated hereby or are necessary or
         appropriate in connection with the administration hereof. The Committee
         shall also have full and exclusive power to interpret this Plan and to
         adopt such rules, regulations and guidelines for carrying out this Plan
         as it may deem necessary or proper, all of which powers shall be
         exercised in the best interests of the Company and in keeping with the
         objectives of this Plan. The Committee may, in its discretion, provide
         for the extension of the exercisability of an Award, accelerate the
         vesting or exercisability of an Award, eliminate or make less
         restrictive any restrictions contained in an Award, waive any
         restriction or other provision of this Plan or an Award or otherwise
         amend or modify an Award in any manner that is (i) not adverse to the
         Participant to whom such Award was granted, (ii) consented to by such
         Participant or (iii) authorized by paragraph 14(c). The Committee may
         make an Award to an individual who it expects to become an employee of
         the Company or any of its Subsidiaries within the next six months, with
         such Award being subject to the individual"s actually becoming an
         employee within such time period, and subject to such other terms and
         conditions as may be established by the Committee. The Committee may
         correct any defect or supply any omission or reconcile any
         inconsistency in this Plan or in any Award in the manner and to the
         extent the Committee deems necessary or desirable to further the Plan
         purposes. Any decision of the Committee in the interpretation and
         administration of this Plan shall lie within its sole and absolute
         discretion and shall be final, conclusive and binding on all parties
         concerned.

                  (b) No member of the Committee or officer of the Company to
         whom the Committee has delegated authority in accordance with the
         provisions of paragraph 7 of this Plan shall be liable for anything
         done or omitted to be done by him or her, by any member of the
         Committee or by any officer of the Company in connection with the
         performance of any duties under this Plan, except for his or her own
         willful misconduct or as expressly provided by statute.


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                  7. Delegation of Authority. The Committee may delegate to the
Chief Executive Officer and to other senior officers of the Company its duties
under this Plan pursuant to such conditions or limitations as the Committee may
establish.

                  8. Awards. The Committee shall determine the type or types of
Awards to be made under this Plan and shall designate from time to time the
Employees and Independent Contractors who are to be the recipients of such
Awards. Each Award may be embodied in an Award Agreement, which shall contain
such terms, conditions and limitations as shall be determined by the Committee
in its sole discretion and shall be signed by the Participant to whom the Award
is made and by an Authorized Officer for and on behalf of the Company. Awards
may consist of those listed in this paragraph 8(a) hereof and may be granted
singly, in combination or in tandem. Awards may also be made in combination or
in tandem with, in replacement of, or as alternatives to, grants or rights under
this Plan or any other plan of the Company or any of its Subsidiaries, including
the plan of any acquired entity; provided that, except as contemplated in
paragraph 14, no Option may be issued in exchange for the cancellation of an
Option with a higher exercise price nor may the exercise price of any Option be
reduced. All or part of an Award may be subject to conditions established by the
Committee, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attainment of specified growth rates and other
comparable measurements of performance. Upon the termination of employment by a
Participant who is an Employee, any unexercised, deferred, unvested or unpaid
Awards shall be treated as set forth in the applicable Award Agreement.

                  (a) Stock Option. An Award may be in the form of an Option.
         The price at which shares of Common Stock may be purchased upon the
         exercise of an Option shall be not less than the Fair Market Value of
         the Common Stock on the date of grant. The term of an Option shall not
         exceed 5 years from the date of grant. Subject to the foregoing
         provisions, the terms, conditions and limitations applicable to any
         Options awarded pursuant to this Plan, including the term of any
         Options and the date or dates upon which they become exercisable, shall
         be determined by the Committee.

                  (b) Stock Appreciation Right. An Award may be in the form of
         an SAR. The terms, conditions and limitations applicable to any SARs
         awarded pursuant to this Plan, including the term of any SARs and the
         date or dates upon which they become exercisable, shall be determined
         by the Committee.

                  (c) Stock Award. An Award may be in the form of a Stock Award.
         The terms, conditions and limitations applicable to any Stock Awards
         granted pursuant to this Plan shall be determined by the Committee.

                  (d) Cash Award. An Award may be in the form of a Cash Award.
         The terms, conditions and limitations applicable to any Cash Awards
         granted pursuant to this Plan shall be determined by the Committee.


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                  9. Award Payment; Dividends; Substitution.

                  (a) General. Payment of Awards may be made in the form of cash
         or Common Stock, or a combination thereof, and may include such
         restrictions as the Committee shall determine, including, in the case
         of Common Stock, restrictions on transfer and forfeiture provisions. If
         payment of an Award is made in the form of Restricted Stock, the
         applicable Award Agreement relating to such shares shall specify
         whether they are to be issued at the beginning or end of the
         Restriction Period. In the event that shares of Restricted Stock are to
         be issued at the beginning of the Restriction Period, the certificates
         evidencing such shares (to the extent that such shares are so
         evidenced) shall contain appropriate legends and restrictions that
         describe the terms and conditions of the restrictions applicable
         thereto. In the event that shares of Restricted Stock are to be issued
         at the end of the Restricted Period, the right to receive such shares
         shall be evidenced by book entry registration or in such other manner
         as the Committee may determine.

                  (b) Deferral. With the approval of the Committee, amounts
         payable in respect of Awards may be deferred and paid either in the
         form of installments or as a lump-sum payment. The Committee may permit
         selected Participants to elect to defer payments of some or all types
         of Awards in accordance with procedures established by the Committee.
         Any deferred payment of an Award, whether elected by the Participant or
         specified by the Award Agreement or by the Committee, may be forfeited
         if and to the extent that the Award Agreement so provides.

                  (c) Dividends and Interest. Rights to dividends or Dividend
         Equivalents may be extended to and made part of any Award consisting of
         shares of Common Stock or units denominated in shares of Common Stock,
         subject to such terms, conditions and restrictions as the Committee may
         establish. The Committee may also establish rules and procedures for
         the crediting of interest on deferred cash payments and Dividend
         Equivalents for Awards consisting of shares of Common Stock or units
         denominated in shares of Common Stock.

                  (d) Substitution of Awards. At the discretion of the
         Committee, a Participant may be offered an election to substitute an
         Award for another Award or Awards of the same or different type.


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                  10. Stock Option Exercise. The price at which shares of Common
Stock may be purchased under an Option shall be paid in full at the time of
exercise in cash or, if elected by the Participant, the Participant may purchase
such shares by means of tendering Common Stock or surrendering another Award,
including Restricted Stock, valued at Fair Market Value on the date of exercise,
or any combination thereof. The Committee shall determine acceptable methods for
Participants to tender Common Stock or other Awards; provided that any Common
Stock that is or was the subject of an Award may be so tendered only if it has
been held by the Participant for six months. The Committee may provide for
procedures to permit the exercise or purchase of such Awards by use of the
proceeds to be received from the sale of Common Stock issuable pursuant to an
Award. Unless otherwise provided in the applicable Award Agreement, in the event
shares of Restricted Stock are tendered as consideration for the exercise of an
Option, a number of the shares issued upon the exercise of the Option, equal to
the number of shares of Restricted Stock used as consideration therefor, shall
be subject to the same restrictions as the Restricted Stock so submitted as well
as any additional restrictions that may be imposed by the Committee.

                  11. Taxes. The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery or
vesting of cash or shares of Common Stock under this Plan, an appropriate amount
of cash or number of shares of Common Stock or a combination thereof for payment
of taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes.
The Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made. The Committee may
provide for loans, on either a short term or demand basis, from the Company to a
Participant to permit the payment of taxes required by law.

                  12. Amendment, Modification, Suspension or Termination. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent stockholder approval
is otherwise required by applicable legal requirements.

                  13. Assignability. Unless otherwise determined by the
Committee and provided in the Award Agreement, no Award or any other benefit
under this Plan shall be assignable or otherwise transferable. Any attempted
assignment of an Award or any other benefit under this Plan in violation of this
paragraph 13 shall be null and void.


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                  14. Adjustments.

                  (a) The existence of outstanding Awards shall not affect in
         any manner the right or power of the Company or its stockholders to
         make or authorize any or all adjustments, recapitalizations,
         reorganizations or other changes in the capital stock of the Company or
         its business or any merger or consolidation of the Company, or any
         issue of bonds, debentures, preferred or prior preference stock
         (whether or not such issue is prior to, on a parity with or junior to
         the Common Stock) or the dissolution or liquidation of the Company, or
         any sale or transfer of all or any part of its assets or business, or
         any other corporate act or proceeding of any kind, whether or not of a
         character similar to that of the acts or proceedings enumerated above.

                  (b) In the event of any subdivision or consolidation of
         outstanding shares of Common Stock, declaration of a dividend payable
         in shares of Common Stock or other stock split, then (i) the number of
         shares of Common Stock reserved under this Plan, (ii) the number of
         shares of Common Stock covered by outstanding Awards in the form of
         Common Stock or units denominated in Common Stock, (iii) the exercise
         or other price in respect of such Awards, and (iv) the appropriate Fair
         Market Value and other price determinations for such Awards shall each
         be proportionately adjusted by the Board to reflect such transaction.
         In the event of any other recapitalization or capital reorganization of
         the Company, any consolidation or merger of the Company with another
         corporation or entity, the adoption by the Company of any plan of
         exchange affecting the Common Stock or any distribution to holders of
         Common Stock of securities or property (other than normal cash
         dividends or dividends payable in Common Stock), the Board shall make
         appropriate adjustments to (i) the number of shares of Common Stock
         covered by Awards in the form of Common Stock or units denominated in
         Common Stock, (ii) the exercise or other price in respect of such
         Awards, and (iii) the appropriate Fair Market Value and other price
         determinations for such Awards to give effect to such transaction shall
         each be proportionately adjusted by the Board to reflect such
         transaction; provided that such adjustments shall only be such as are
         necessary to maintain the proportionate interest of the holders of the
         Awards and preserve, without exceeding, the value of such Awards. In
         the event of a corporate merger, consolidation, acquisition of property
         or stock, separation, reorganization or liquidation, the Board shall be
         authorized to issue or assume Awards by means of substitution of new
         Awards, as appropriate, for previously issued Awards or to assume
         previously issued Awards as part of such adjustment.

                  (c) In the event of a corporate merger, consolidation,
         acquisition of property or stock, separation, reorganization or
         liquidation, the Board may make such adjustments to Awards or other
         provisions for the disposition of Awards as it deems equitable, and
         shall be authorized, in its discretion, (i) to provide for the
         substitution of a new Award or other arrangement (which, if applicable,
         may be exercisable for such property or stock as the Board determines)
         for an Award or the assumption of the Award, regardless of whether in a
         transaction to which Section 424(a) of the Code applies, (ii) to
         provide, prior to the transaction, for the acceleration of the vesting
         and exercisability of, or lapse of restrictions with respect to, the
         Award and, if the transaction is a cash


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         merger, provide for the termination of any portion of the Award that
         remains unexercised at the time of such transaction or (iii) to provide
         for the acceleration of the vesting and exercisability of an Award and
         the cancellation thereof in exchange for such payment as shall be
         mutually agreeable to the Participant and the Board.

                  15. Restrictions. No Common Stock or other form of payment
shall be issued with respect to any Award unless the Company shall be satisfied
based on the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange
or transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.

                  16. Unfunded Plan. Insofar as it provides for Awards of cash,
Common Stock or rights thereto, this Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto, nor shall this Plan be construed as
providing for such segregation, nor shall the Company, the Board or the
Committee be deemed to be a trustee of any cash, Common Stock or rights thereto
to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award of cash, Common Stock or rights thereto
under this Plan shall be based solely upon any contractual obligations that may
be created by this Plan and any Award Agreement, and no such liability or
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

                  17. Governing Law. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

                  18. Effectiveness. This Plan shall be effective as of August
18, 2000 (the "Effective Date"), the date on which it was approved by the Board
of Directors of the Company.


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