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                                                                     EXHIBIT 3.3

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         SPECIAL PREFERRED VOTING STOCK
                                       OF
                         OIL STATES INTERNATIONAL, INC.


         Pursuant to the provisions of Section 151(g) of the General Corporation
Law of the State of Delaware (the "DGCL"), and pursuant to Article Fourth of its
Amended and Restated Certificate of Incorporation (the "Restated Charter"), the
undersigned Oil States International, Inc., a company organized and existing
under the DGCL (the "Company"), in accordance with the provisions of Section 103
of the DGCL, DOES HEREBY CERTIFY:

         That pursuant to the authority vested in the Board of Directors in
accordance with the applicable provisions of the Restated Charter the Board of
Directors has adopted the following resolution creating a series of Preferred
Stock, par value $.01, designated as "Special Preferred Voting Stock":

                  RESOLVED, that, subject to the approval of the Restated
         Charter by the stockholders of the Company and the filing of the
         Restated Charter with the Secretary of State of the State of Delaware
         in accordance with the above resolutions, the Board hereby authorizes
         the creation of a series of preferred stock, par value $.01 per share,
         of the Company, such series to be designated Special Preferred Voting
         Stock (the "Special Preferred Voting Stock"), and hereby fixes the
         designation and number of shares thereof and the other powers,
         preferences and relative, participating, optional and other special
         rights, and the qualifications, limitations and restrictions thereof
         (in addition to those set forth in the Restated Charter that may be
         applicable to the Special Preferred Voting Stock) as follows:

                  Special Preferred Voting Stock Designated. A series of
         Preferred Stock, consisting of one share of such stock, is hereby
         designated as "Special Preferred Voting Stock." The outstanding share
         of Special Preferred Voting Stock shall be entitled at any relevant
         date to the number of votes (including for purposes of determining the
         presence of a quorum) determined in accordance with the terms and
         conditions of the "PTI Plan of Arrangement" (as such term is defined in
         that certain "Combination Agreement" dated as of July 31, 2000 by and
         among the Company, HWC Energy Services, Inc., Merger Sub-HWC, Inc.,
         Sooner Inc., Merger Sub-Sooner, Inc. and PTI Group, Inc.) and the "PTI
         Exchangeable Shares" (as such term is defined in the PTI Plan of
         Arrangement) on all matters presented to the holders of Common Stock of
         the Company, with the Special Preferred Voting Stock and Common Stock
         voting together as a single class. The Special Preferred Voting Stock
         shall have no other voting rights except as required by law. No
         dividend shall be paid to the holder of the share of Special Preferred
         Voting Stock. The share of Special Preferred Voting Stock shall be
         entitled to $1.00 on liquidation of the Company in preference to any
         shares of Common Stock of the Company, but only after the liquidation
         preference of any other shares of Preferred Stock of the Company has
         been paid in full. The Special Preferred Voting Stock is not
         convertible into any other class or series of the



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         capital stock of the Company or into cash, property or other rights,
         and may not be redeemed, except pursuant to the last sentence of this
         paragraph. The share of Special Preferred Voting Stock purchased or
         otherwise acquired by the Company shall be deemed retired and shall be
         canceled and may not thereafter be reissued or otherwise disposed of by
         the Company. So long as any PTI Exchangeable Shares shall be
         outstanding, the number of shares comprising the Special Preferred
         Voting Stock shall not be increased or decreased. So long as any PTI
         Exchangeable Shares shall be outstanding, no other term of the Special
         Preferred Voting Stock shall be amended, except upon the approval of
         the holders of a majority of the then outstanding PTI Exchangeable
         Shares, acting through the holder of the outstanding share of Special
         Preferred Voting Stock. At such time as no PTI Exchangeable Shares
         shall be outstanding, the Special Preferred Voting Stock shall
         automatically be redeemed, with the $1.00 liquidation preference due
         and payable upon such redemption.





                            [SIGNATURE PAGE FOLLOWS]


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         IN WITNESS WHEREOF, the undersigned has executed this Certificate and
does affirm the foregoing as true this 13th day of February, 2001.



                                       OIL STATES INTERNATIONAL, INC.



                                       By: /s/ CINDY B. TAYLOR
                                          -------------------
                                          Cindy B. Taylor
                                          Senior Vice President and
                                          Chief Financial Officer



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