<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         OIL STATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            76-0476605
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)

                                   ----------

                         OIL STATES INTERNATIONAL, INC.
                         2001 EQUITY PARTICIPATION PLAN;
                            (Full title of the plan)

                                 CINDY B. TAYLOR
                         OIL STATES INTERNATIONAL, INC.
                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 652-0582
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                 Scott N. Wulfe
                             Vinson & Elkins L.L.P.
                         1001 Fannin Street, Suite 2300
                              Houston, Texas 77002
                                 (713) 758-2222

<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
         TITLE OF SECURITIES                     AMOUNT TO BE        OFFERING PRICE       AGGREGATE OFFERING    REGISTRATION
          TO BE REGISTERED                       REGISTERED(1)          PER SHARE                PRICE               FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                      <C>                   <C>                  <C>
Common Stock (par value $0.01 per share)......  2,755,000 shares         $10.90(2)             $30,029,500          $7,508
Common Stock (par value $0.01 per share)......    845,000 shares         $ 9.00(3)             $ 7,335,000          $1,834
                                                ----------------         ------                -----------          ------
     Total....................................  3,600,000 shares            N/A                $37,364,500          $9,342
=============================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "Securities Act") this registration statement also covers any additional
     shares of common stock which become issuable under the antidilution
     provision of the plans being registered pursuant to this registration
     statement by reason of any stock dividend, stock split, recapitalization or
     any other similar transaction effected without the receipt of
     consideration, which results in an increase in the number of the
     registrant's outstanding shares of common stock.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(c) and (h) under the Securities Act.
     The offering price per share and aggregate offering price for the unissued
     stock options and common stock are based upon the average of the high and
     low prices of registrant's common stock as reported on the New York Stock
     Exchange on March 27, 2001.

(3)  The offering price per share and aggregate offering price for the
     outstanding stock options are based upon the exercise prices of such
     options.

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

<PAGE>   2


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the explanatory note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Part I, Item 2 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the explanatory note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference in this registration
statement:

     (a)  Our annual report on Form 10-K for the fiscal year ended December 31,
          2000 filed on March 30, 2001.

     (b)  The description of our common stock, which is contained in our
          registration statement on Form 8-A filed on February 6, 2001 pursuant
          to Section 12 of the Exchange Act, including any amendment or report
          filed for the purpose of updating such description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, subsequent to the effective date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement that (1) indicates that all securities registered on this
registration statement have been sold or (2) deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this registration statement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in

                                      -2-

<PAGE>   3


good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     Section 145 also provides that to the extent a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Furthermore, Section 145 provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

     Our Bylaws generally provide for the indemnification of any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative (a "proceeding") by reason of the fact that such person is or
was a director or officer of our company or a constituent corporation absorbed
in a consolidation or merger, or is or was serving at the request of our company
or a constituent corporation absorbed in a consolidation or merger, as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
against expenses (including attorneys' fees), liability and loss actually and
reasonably incurred or suffered by such person in connection with such
proceeding, whether or not the indemnified liability arises or arose from any
threatened, pending or completed proceeding by or in the right of our company,
except to the extent that such indemnification is prohibited by applicable law.
Our Bylaws also provide that such indemnification shall not be deemed exclusive
of any other rights to which those indemnified may be entitled as a matter of
law or under any bylaw, agreement, vote of stockholders or otherwise.

     As permitted by Section 102(b)(7) of the DGCL, our Amended and Restated
Certificate of Incorporation provides that directors of our company shall have
no personal liability to our company or our stockholders for monetary damages
for breach of fiduciary duty as a director, except (1) for any breach of the
director's duty of loyalty to our company or our stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (3) under Section 174 of the DGCL (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock) or (4) for any transaction from
which a director derived an improper personal benefit.

     In addition, we have entered into indemnity agreements with our directors
and executive officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the DGCL. The U.S. and
international purchase agreements that we have entered into in connection with
our initial public offering also contain certain provisions for the
indemnification against certain civil liabilities under the Securities Act of
our directors and certain of our officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      -3-

<PAGE>   4


ITEM 8. EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another document that we have filed with the Commission, each of the following
exhibits is filed herewith:

     4.1  Amended and Restated Certificate of Incorporation of Oil States
          International, Inc. (filed with the Commission as Exhibit 3.1 to our
          Form 10-K filed on March 30, 2001 and incorporated herein by
          reference)

     4.2  Amended and Restated Bylaws of Oil States International, Inc. (filed
          with the Commission as Exhibit 3.2 to our Form 10-K filed on March 30,
          2001 and incorporated herein by reference)

     4.3  Specimen Common Stock certificate (filed with the Commission as
          Exhibit 4.1 to our registration statement on Form S-1/A (No.
          333-43400) filed November 17, 2000 and incorporated herein by
          reference)

     5.1  Opinion of Vinson & Elkins L.L.P.

     23.1 Consent of Ernst & Young LLP (Houston, Texas)

     23.2 Consent of Arthur Andersen LLP (Dallas, Texas)

     23.3 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)

     23.4 Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)

     23.5 Consent of Ernst & Young LLP (Tulsa, Oklahoma)

     23.6 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1 Powers of Attorney (included on the signature page to this
          registration statement)

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (a) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (b) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement; and

               (c) To include any material information with respect to the plan
          of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(a) and
(1)(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

                                      -4-

<PAGE>   5


          (4) That, for the purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (5) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      -5-

<PAGE>   6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 30th day of March,
2001.

                                       OIL STATES INTERNATIONAL, INC.


                                       By: /s/ Douglas E. Swanson
                                           -------------------------------------
                                           Douglas E. Swanson
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cindy B. Taylor and/or Douglas E.
Swanson, each and individually, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments or
post-effective amendments to this registration statement on Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
such attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 30th day of March, 2001.

<TABLE>
<CAPTION>
        SIGNATURE                                    TITLE
        ---------                                    -----

<S>                              <C>
  /s/ Douglas E. Swanson         President, Chief Executive Officer and Director
----------------------------     (Principal Executive Officer)
    Douglas E. Swanson

    /s/ Cindy B. Taylor          Chief Financial Officer
----------------------------     (Principal Financial Officer)
      Cindy B. Taylor

   /s/ Robert W. Hampton         Vice President - Finance and Accounting
----------------------------     (Principal Accounting Officer)
     Robert W. Hampton


     /s/ L.E. Simmons            Chairman of the Board
----------------------------
       L.E. Simmons

    /s/ Martin Lambert           Director
----------------------------
      Martin Lambert

     /s/ Mark G. Papa            Director
----------------------------
       Mark G. Papa

   /s/ Gary L. Rosenthal         Director
----------------------------
     Gary L. Rosenthal

    /s/ Andrew L. Waite          Director
----------------------------
      Andrew L. Waite

   /s/ Stephen A. Wells          Director
----------------------------
     Stephen A. Wells
</TABLE>


<PAGE>   7

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER         DESCRIPTION
   -------        -----------

<S>               <C>
     4.1          Amended and Restated Certificate of Incorporation of Oil
                  States International, Inc. (filed with the Commission as
                  Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and
                  incorporated herein by reference)

     4.2          Amended and Restated Bylaws of Oil States International, Inc.
                  (filed with the Commission as Exhibit 3.2 to our Form 10-K
                  filed on March 30, 2001 and incorporated herein by reference)

     4.3          Specimen Common Stock certificate (filed with the Commission
                  as Exhibit 4.1 to our registration statement on Form S-1/A
                  (No. 333-43400) filed November 17, 2000 and incorporated
                  herein by reference)

     5.1          Opinion of Vinson & Elkins L.L.P.

     23.1         Consent of Ernst & Young LLP (Houston, Texas)

     23.2         Consent of Arthur Andersen LLP (Dallas, Texas)

     23.3         Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)

     23.4         Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)

     23.5         Consent of Ernst & Young LLP (Tulsa, Oklahoma)

     23.6         Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1         Powers of Attorney (included on the signature page to this
                  registration statement)
</TABLE>
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1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         OIL STATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            76-0476605
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)

                                   ----------

                         OIL STATES INTERNATIONAL, INC.
                         2001 EQUITY PARTICIPATION PLAN;
                            (Full title of the plan)

                                 CINDY B. TAYLOR
                         OIL STATES INTERNATIONAL, INC.
                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 652-0582
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                 Scott N. Wulfe
                             Vinson & Elkins L.L.P.
                         1001 Fannin Street, Suite 2300
                              Houston, Texas 77002
                                 (713) 758-2222
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
         TITLE OF SECURITIES                     AMOUNT TO BE        OFFERING PRICE       AGGREGATE OFFERING    REGISTRATION
          TO BE REGISTERED                       REGISTERED(1)          PER SHARE                PRICE               FEE
----------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01 per share)......  2,755,000 shares         $10.90(2)             $30,029,500          $7,508
Common Stock (par value $0.01 per share)......    845,000 shares         $ 9.00(3)             $ 7,335,000          $1,834
                                                ----------------         ------                -----------          ------
     Total....................................  3,600,000 shares            N/A                $37,364,500          $9,342
=============================================================================================================================
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "Securities Act") this registration statement also covers any additional
     shares of common stock which become issuable under the antidilution
     provision of the plans being registered pursuant to this registration
     statement by reason of any stock dividend, stock split, recapitalization or
     any other similar transaction effected without the receipt of
     consideration, which results in an increase in the number of the
     registrant's outstanding shares of common stock.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(c) and (h) under the Securities Act.
     The offering price per share and aggregate offering price for the unissued
     stock options and common stock are based upon the average of the high and
     low prices of registrant's common stock as reported on the New York Stock
     Exchange on March 27, 2001.

(3)  The offering price per share and aggregate offering price for the
     outstanding stock options are based upon the exercise prices of such
     options.

================================================================================
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the explanatory note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Part I, Item 2 to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the explanatory note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference in this registration
statement:

     (a)  Our annual report on Form 10-K for the fiscal year ended December 31,
          2000 filed on March 30, 2001.

     (b)  The description of our common stock, which is contained in our
          registration statement on Form 8-A filed on February 6, 2001 pursuant
          to Section 12 of the Exchange Act, including any amendment or report
          filed for the purpose of updating such description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, subsequent to the effective date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement that (1) indicates that all securities registered on this
registration statement have been sold or (2) deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this registration statement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in

                                      -2-
3

good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     Section 145 also provides that to the extent a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Furthermore, Section 145 provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

     Our Bylaws generally provide for the indemnification of any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative (a "proceeding") by reason of the fact that such person is or
was a director or officer of our company or a constituent corporation absorbed
in a consolidation or merger, or is or was serving at the request of our company
or a constituent corporation absorbed in a consolidation or merger, as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
against expenses (including attorneys' fees), liability and loss actually and
reasonably incurred or suffered by such person in connection with such
proceeding, whether or not the indemnified liability arises or arose from any
threatened, pending or completed proceeding by or in the right of our company,
except to the extent that such indemnification is prohibited by applicable law.
Our Bylaws also provide that such indemnification shall not be deemed exclusive
of any other rights to which those indemnified may be entitled as a matter of
law or under any bylaw, agreement, vote of stockholders or otherwise.

     As permitted by Section 102(b)(7) of the DGCL, our Amended and Restated
Certificate of Incorporation provides that directors of our company shall have
no personal liability to our company or our stockholders for monetary damages
for breach of fiduciary duty as a director, except (1) for any breach of the
director's duty of loyalty to our company or our stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (3) under Section 174 of the DGCL (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock) or (4) for any transaction from
which a director derived an improper personal benefit.

     In addition, we have entered into indemnity agreements with our directors
and executive officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the DGCL. The U.S. and
international purchase agreements that we have entered into in connection with
our initial public offering also contain certain provisions for the
indemnification against certain civil liabilities under the Securities Act of
our directors and certain of our officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      -3-
4

ITEM 8. EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another document that we have filed with the Commission, each of the following
exhibits is filed herewith:

     4.1  Amended and Restated Certificate of Incorporation of Oil States
          International, Inc. (filed with the Commission as Exhibit 3.1 to our
          Form 10-K filed on March 30, 2001 and incorporated herein by
          reference)

     4.2  Amended and Restated Bylaws of Oil States International, Inc. (filed
          with the Commission as Exhibit 3.2 to our Form 10-K filed on March 30,
          2001 and incorporated herein by reference)

     4.3  Specimen Common Stock certificate (filed with the Commission as
          Exhibit 4.1 to our registration statement on Form S-1/A (No.
          333-43400) filed November 17, 2000 and incorporated herein by
          reference)

     5.1  Opinion of Vinson & Elkins L.L.P.

     23.1 Consent of Ernst & Young LLP (Houston, Texas)

     23.2 Consent of Arthur Andersen LLP (Dallas, Texas)

     23.3 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)

     23.4 Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)

     23.5 Consent of Ernst & Young LLP (Tulsa, Oklahoma)

     23.6 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1 Powers of Attorney (included on the signature page to this
          registration statement)

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (a) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (b) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement; and

               (c) To include any material information with respect to the plan
          of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(a) and
(1)(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

                                      -4-
5

          (4) That, for the purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (5) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      -5-
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 30th day of March,
2001.

                                       OIL STATES INTERNATIONAL, INC.

                                       By: /s/ Douglas E. Swanson
                                           -------------------------------------
                                           Douglas E. Swanson
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cindy B. Taylor and/or Douglas E.
Swanson, each and individually, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments or
post-effective amendments to this registration statement on Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
such attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 30th day of March, 2001.
SIGNATURE                                    TITLE
        ---------                                    -----
/s/ Douglas E. Swanson         President, Chief Executive Officer and Director
----------------------------     (Principal Executive Officer)
    Douglas E. Swanson

    /s/ Cindy B. Taylor          Chief Financial Officer
----------------------------     (Principal Financial Officer)
      Cindy B. Taylor

   /s/ Robert W. Hampton         Vice President - Finance and Accounting
----------------------------     (Principal Accounting Officer)
     Robert W. Hampton

     /s/ L.E. Simmons            Chairman of the Board
----------------------------
       L.E. Simmons

    /s/ Martin Lambert           Director
----------------------------
      Martin Lambert

     /s/ Mark G. Papa            Director
----------------------------
       Mark G. Papa

   /s/ Gary L. Rosenthal         Director
----------------------------
     Gary L. Rosenthal

    /s/ Andrew L. Waite          Director
----------------------------
      Andrew L. Waite

   /s/ Stephen A. Wells          Director
----------------------------
     Stephen A. Wells
7

                                INDEX TO EXHIBITS
EXHIBIT
   NUMBER         DESCRIPTION
   -------        -----------
4.1          Amended and Restated Certificate of Incorporation of Oil
                  States International, Inc. (filed with the Commission as
                  Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and
                  incorporated herein by reference)

     4.2          Amended and Restated Bylaws of Oil States International, Inc.
                  (filed with the Commission as Exhibit 3.2 to our Form 10-K
                  filed on March 30, 2001 and incorporated herein by reference)

     4.3          Specimen Common Stock certificate (filed with the Commission
                  as Exhibit 4.1 to our registration statement on Form S-1/A
                  (No. 333-43400) filed November 17, 2000 and incorporated
                  herein by reference)

     5.1          Opinion of Vinson & Elkins L.L.P.

     23.1         Consent of Ernst & Young LLP (Houston, Texas)

     23.2         Consent of Arthur Andersen LLP (Dallas, Texas)

     23.3         Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)

     23.4         Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)

     23.5         Consent of Ernst & Young LLP (Tulsa, Oklahoma)

     23.6         Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1         Powers of Attorney (included on the signature page to this
                  registration statement)