<PAGE>   1

     As filed with the Securities and Exchange Commission on March 21, 1997
                                                    Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           --------------------------

                            CAMCO INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   13-3517570
      (State or other jurisdiction of                   (I.R.S Employer
      incorporation or organization)                  Identification No.)

         7030 ARDMORE
        HOUSTON, TEXAS                                   77054
(Address of Principal Executive Offices)                (Zip Code)
                                            


                 CAMCO INTERNATIONAL INC. DEFERRED INCOME PLAN
                            (Full title of the plan)


                            RONALD R. RANDALL, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            CAMCO INTERNATIONAL INC.
                                  7030 ARDMORE
                              HOUSTON, TEXAS 77054
                    (Name and address of agent for service)

                                 (713) 747-4000
         (Telephone number, including area code, of agent for service)

                           --------------------------

                                 With Copy to:

                                 Curtis W. Huff
                          Fulbright & Jaworski L.L.P.
                           1301 McKinney, Suite 5100
                           Houston, Texas 77010-3095
                                 (713) 651-5151


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
                                                                   Proposed maximum        Proposed maximum        Amount of
       Title of securities to be             Amount to be         offering price per      aggregate offering      registration
              registered                      registered                 share                 price(1)              fee(2)
-------------------------------------------------------------------------------------------------------------------------------
 <S>                                         <C>                          <C>                 <C>                    <C>
 Deferred Income Plan Obligations            $5,000,000(1)                N/A                 $5,000,000             $1,516  
===============================================================================================================================
</TABLE>


(1)      Represents the estimated dollar amount of participant compensation
         deferrals under the Deferred Income Plan and the obligations of Camco
         International Inc. with respect thereto.

(2)      Calculated pursuant to Rule 457(o) under the Securities Act of 1933
         and based upon the maximum aggregate amount of compensation that may
         be deferred under the Deferred Income Plan.

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



<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            Camco International Inc., a Delaware corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
following documents:

            1.      The Registrant's annual report on Form 10-K for the year
ended December 31, 1996; and

            2.      All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December
31, 1996.

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

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 General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have 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, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

            The Restated Certificate of Incorporation contains provisions which
eliminate the personal liability of the Registrant's directors for monetary
damages resulting





                                     II-1
<PAGE>   3
from breaches of their fiduciary duty other than liability for breaches of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, violations under Section
174 of the General Corporation Law of the State of Delaware or any transaction
from which the director derived an improper personal benefit.

            Article VIII of the Registrant's By-laws contains detailed
provisions for the indemnification by the Registrant of current and former
directors, officers, employees and agents of the Registrant on terms that have
been derived from Section 145 of the General Corporation Law of the State of
Delaware.

            The Registrant has obtained directors' and officers' liability
insurance that covers certain liabilities and expenses of the Registrant's
directors and officers.  In addition, the Registrant has entered into
indemnification agreements with each of its directors and certain of its
executive officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            4.1     --      Restated Certificate of Incorporation of the
                            Registrant (incorporated by reference to Exhibit
                            3.1 to the Registrant's Annual Report on Form 10-K
                            for the fiscal year ended December 31, 1993).

            4.2     --      By-laws of the Registrant (incorporated by
                            reference to Exhibit 3.4 to the Registrant's
                            Registration Statement on Form S-1 (Reg. No.
                            33-70036)).

            4.3     --      Form of Common Stock Certificate (incorporated by
                            reference to Exhibit 4.2 to the Registrant's
                            Registration Statement on Form S-1 (Reg. No.
                            33-70036)).

            4.4     --      Credit Facility dated December 7, 1993
                            (incorporated by reference to Exhibit 10.12 to the
                            Registrant's Registration Statement on Form S-1
                            (Reg. No. 33-70036)).

            4.5     --      First Amendment to Credit Facility dated August 29,
                            1994 (incorporated by reference to Exhibit 10.14 to
                            the Registrant's Registration Statement on Form S-1
                            (Reg. No. 33-83562)).

            4.6     --      Camco International Inc. Deferred Income Plan.

            4.7     --      Camco International Inc. Deferred Income Plan
                            Trust.

            23.1    --      Consent of Arthur Andersen LLP.





                                     II-2
<PAGE>   4
            24.1    --      Powers of Attorney (included on page II-5 of this
                            Registration Statement).

            As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on consolidated basis. The Registrant agrees to furnish a copy
of any such agreements to the Securities and Exchange Commission upon request.

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:

            (i)     To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

            (ii)    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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

            (iii)   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 paragraphs (1)(i) and (1)(ii) 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 Securities and Exchange 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 of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.





                                     II-3
<PAGE>   5
            (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.

            The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.





                                     II-4
<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 March 11, 1997.

                                        CAMCO INTERNATIONAL INC.


                                        By:   /s/ GARY D. NICHOLSON          
                                           -----------------------------------
                                                  Gary D. Nicholson
                                           Chairman of the Board, President 
                                             and Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herbert S. Yates and Ronald R. Randall,
and each of them, either one of whom may act without joinder of the other, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, 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 dates indicated.

<TABLE>
<CAPTION>
                  Signature                                     Title                                Date
                  ---------                                     -----                                ----
         <S>                                     <C>                                           <C>
            /s/ GARY D. NICHOLSON                Chairman of the Board, President and          March 11, 1997
 ------------------------------------------       Chief Executive Officer (Principal                          
                Gary D. Nicholson                         Executive Officer)        

            /s/ HERBERT S. YATES                    Senior Vice President-Finance              March 11, 1997
 ------------------------------------------          and Chief Financial Officer                              
                Herbert S. Yates                    (Principal Financial Officer)

         /s/ BRUCE F. LONGAKER, JR.                     Vice President-Finance                 March 11, 1997
 ------------------------------------------            and Corporate Controller                               
             Bruce F. Longaker, Jr.                 (Principal Accounting Officer)
                                                                                  
</TABLE>
                                                                 




                                     II-5
<PAGE>   7
<TABLE>
          <S>                                                  <C>                             <C>
             /s/ HUGH H. GOERNER                               Director                        March 7, 1997
 ------------------------------------------                                                                   
                 Hugh H. Goerner



            /s/ ROBERT L. HOWARD                               Director                        March 3, 1997
 ------------------------------------------                                                                   
                Robert L. Howard


           /s/ WILLIAM J. JOHNSON                              Director                        March 11, 1997
 ------------------------------------------                                                                   
               William J. Johnson



            /s/ WILLIAM A. KRAUSE                              Director                        March 3, 1997
 ------------------------------------------                                                                   
                William A. Krause



          /s/ CHARLES P. SIESS, JR.                            Director                        March 6, 1997
 ------------------------------------------                                                                   
              Charles P. Siess, Jr.


            /s/ GILBERT H. TAUSCH                              Director                        March 8, 1997
 ------------------------------------------                                                                   
                Gilbert H. Tausch
</TABLE>





                                     II-6
<PAGE>   8
                                 EXHIBIT INDEX


Exhibit Number           Description                                 Page Number
--------------           -----------                                 -----------

     4.1        Restated Certificate of Incorporation of the             
                Registrant (incorporated by reference to Exhibit 3.1     
                to the Registrant's Annual Report on Form 10-K for the  
                fiscal year ended December 31, 1993).                   
                                                                             
     4.2        By-laws of the Registrant (incorporated by reference         
                to Exhibit 3.3 to the Registrant's Registration           
                Statement on Form S-1 (Reg.  No. 33-70036)).              
                                                                             
     4.3        Form of Common Stock Certificate (incorporated            
                by reference to Exhibit 4.2 to the Registrant's             
                Registration Statement on Form S-1 (Reg. No.                 
                33-70036)).                                                  

     4.4        Credit Facility dated December 7, 1993                     
                (incorporated by reference to Exhibit 10.12 to the         
                Registrant's Registration Statement on Form S-1            
                (Reg. No. 33-70036)).                                        
                                                                             
     4.5        First Amendment to Credit Facility dated              
                August 29, 1994 (incorporated by reference to            
                Exhibit 10.14 to the Registrant's Registration              
                Statement on Form S-1 (Reg. No. 33-83562)).                  

     4.6        Camco International Inc. Deferred Income Plan.               
                                                                             
     4.7        Camco International Inc. Deferred Income Plan Trust.         
                                                                             
     23.1       Consent of Arthur Andersen LLP.                              

     24.1       Powers of Attorney (included  on page  II-5 of              
                this  Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "CAMCO INTERNATIONAL INC. FORM S-8", "secsgml_size_bytes": 21914}]
{"company-data": {"conformed-name": "CAMCO INTERNATIONAL INC", "cik": "0000913267", "assigned-sic": "3561", "irs-number": "133517570", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23739", "film-number": "97560483"}, "business-address": {"street1": "7030 ARDMORE", "street2": "PO BOX 14484", "city": "HOUSTON", "state": "TX", "zip": "77054", "phone": "7137474000"}}
1

     As filed with the Securities and Exchange Commission on March 21, 1997
                                                    Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           --------------------------

                            CAMCO INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                   13-3517570
      (State or other jurisdiction of                   (I.R.S Employer
      incorporation or organization)                  Identification No.)

         7030 ARDMORE
        HOUSTON, TEXAS                                   77054
(Address of Principal Executive Offices)                (Zip Code)
                                            

                 CAMCO INTERNATIONAL INC. DEFERRED INCOME PLAN
                            (Full title of the plan)

                            RONALD R. RANDALL, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            CAMCO INTERNATIONAL INC.
                                  7030 ARDMORE
                              HOUSTON, TEXAS 77054
                    (Name and address of agent for service)

                                 (713) 747-4000
         (Telephone number, including area code, of agent for service)

                           --------------------------

                                 With Copy to:

                                 Curtis W. Huff
                          Fulbright & Jaworski L.L.P.
                           1301 McKinney, Suite 5100
                           Houston, Texas 77010-3095
                                 (713) 651-5151

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                   Proposed maximum        Proposed maximum        Amount of
       Title of securities to be             Amount to be         offering price per      aggregate offering      registration
              registered                      registered                 share                 price(1)              fee(2)
-------------------------------------------------------------------------------------------------------------------------------
Deferred Income Plan Obligations            $5,000,000(1)                N/A                 $5,000,000             $1,516  
===============================================================================================================================
(1)      Represents the estimated dollar amount of participant compensation
         deferrals under the Deferred Income Plan and the obligations of Camco
         International Inc. with respect thereto.

(2)      Calculated pursuant to Rule 457(o) under the Securities Act of 1933
         and based upon the maximum aggregate amount of compensation that may
         be deferred under the Deferred Income Plan.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            Camco International Inc., a Delaware corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
following documents:

            1.      The Registrant's annual report on Form 10-K for the year
ended December 31, 1996; and

            2.      All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December
31, 1996.

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

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 General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have 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, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

            The Restated Certificate of Incorporation contains provisions which
eliminate the personal liability of the Registrant's directors for monetary
damages resulting

                                     II-1
3
from breaches of their fiduciary duty other than liability for breaches of the
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, violations under Section
174 of the General Corporation Law of the State of Delaware or any transaction
from which the director derived an improper personal benefit.

            Article VIII of the Registrant's By-laws contains detailed
provisions for the indemnification by the Registrant of current and former
directors, officers, employees and agents of the Registrant on terms that have
been derived from Section 145 of the General Corporation Law of the State of
Delaware.

            The Registrant has obtained directors' and officers' liability
insurance that covers certain liabilities and expenses of the Registrant's
directors and officers.  In addition, the Registrant has entered into
indemnification agreements with each of its directors and certain of its
executive officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            4.1     --      Restated Certificate of Incorporation of the
                            Registrant (incorporated by reference to Exhibit
                            3.1 to the Registrant's Annual Report on Form 10-K
                            for the fiscal year ended December 31, 1993).

            4.2     --      By-laws of the Registrant (incorporated by
                            reference to Exhibit 3.4 to the Registrant's
                            Registration Statement on Form S-1 (Reg. No.
                            33-70036)).

            4.3     --      Form of Common Stock Certificate (incorporated by
                            reference to Exhibit 4.2 to the Registrant's
                            Registration Statement on Form S-1 (Reg. No.
                            33-70036)).

            4.4     --      Credit Facility dated December 7, 1993
                            (incorporated by reference to Exhibit 10.12 to the
                            Registrant's Registration Statement on Form S-1
                            (Reg. No. 33-70036)).

            4.5     --      First Amendment to Credit Facility dated August 29,
                            1994 (incorporated by reference to Exhibit 10.14 to
                            the Registrant's Registration Statement on Form S-1
                            (Reg. No. 33-83562)).

            4.6     --      Camco International Inc. Deferred Income Plan.

            4.7     --      Camco International Inc. Deferred Income Plan
                            Trust.

            23.1    --      Consent of Arthur Andersen LLP.

                                     II-2
4
            24.1    --      Powers of Attorney (included on page II-5 of this
                            Registration Statement).

            As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on consolidated basis. The Registrant agrees to furnish a copy
of any such agreements to the Securities and Exchange Commission upon request.

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:

            (i)     To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

            (ii)    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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

            (iii)   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 paragraphs (1)(i) and (1)(ii) 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 Securities and Exchange 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 of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                     II-3
5
            (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.

            The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.

                                     II-4
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 March 11, 1997.

                                        CAMCO INTERNATIONAL INC.

                                        By:   /s/ GARY D. NICHOLSON          
                                           -----------------------------------
                                                  Gary D. Nicholson
                                           Chairman of the Board, President 
                                             and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herbert S. Yates and Ronald R. Randall,
and each of them, either one of whom may act without joinder of the other, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, 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 dates indicated.
Signature                                     Title                                Date
                  ---------                                     -----                                ----
/s/ GARY D. NICHOLSON                Chairman of the Board, President and          March 11, 1997
 ------------------------------------------       Chief Executive Officer (Principal                          
                Gary D. Nicholson                         Executive Officer)        

            /s/ HERBERT S. YATES                    Senior Vice President-Finance              March 11, 1997
 ------------------------------------------          and Chief Financial Officer                              
                Herbert S. Yates                    (Principal Financial Officer)

         /s/ BRUCE F. LONGAKER, JR.                     Vice President-Finance                 March 11, 1997
 ------------------------------------------            and Corporate Controller                               
             Bruce F. Longaker, Jr.                 (Principal Accounting Officer)
II-5
7
/s/ HUGH H. GOERNER                               Director                        March 7, 1997
 ------------------------------------------                                                                   
                 Hugh H. Goerner

            /s/ ROBERT L. HOWARD                               Director                        March 3, 1997
 ------------------------------------------                                                                   
                Robert L. Howard

           /s/ WILLIAM J. JOHNSON                              Director                        March 11, 1997
 ------------------------------------------                                                                   
               William J. Johnson

            /s/ WILLIAM A. KRAUSE                              Director                        March 3, 1997
 ------------------------------------------                                                                   
                William A. Krause

          /s/ CHARLES P. SIESS, JR.                            Director                        March 6, 1997
 ------------------------------------------                                                                   
              Charles P. Siess, Jr.

            /s/ GILBERT H. TAUSCH                              Director                        March 8, 1997
 ------------------------------------------                                                                   
                Gilbert H. Tausch
II-6
8
                                 EXHIBIT INDEX

Exhibit Number           Description                                 Page Number
--------------           -----------                                 -----------

     4.1        Restated Certificate of Incorporation of the             
                Registrant (incorporated by reference to Exhibit 3.1     
                to the Registrant's Annual Report on Form 10-K for the  
                fiscal year ended December 31, 1993).                   
                                                                             
     4.2        By-laws of the Registrant (incorporated by reference         
                to Exhibit 3.3 to the Registrant's Registration           
                Statement on Form S-1 (Reg.  No. 33-70036)).              
                                                                             
     4.3        Form of Common Stock Certificate (incorporated            
                by reference to Exhibit 4.2 to the Registrant's             
                Registration Statement on Form S-1 (Reg. No.                 
                33-70036)).                                                  

     4.4        Credit Facility dated December 7, 1993                     
                (incorporated by reference to Exhibit 10.12 to the         
                Registrant's Registration Statement on Form S-1            
                (Reg. No. 33-70036)).                                        
                                                                             
     4.5        First Amendment to Credit Facility dated              
                August 29, 1994 (incorporated by reference to            
                Exhibit 10.14 to the Registrant's Registration              
                Statement on Form S-1 (Reg. No. 33-83562)).                  

     4.6        Camco International Inc. Deferred Income Plan.               
                                                                             
     4.7        Camco International Inc. Deferred Income Plan Trust.         
                                                                             
     23.1       Consent of Arthur Andersen LLP.                              

     24.1       Powers of Attorney (included  on page  II-5 of              
                this  Registration Statement).