<PAGE>   1


     As filed with the Securities and Exchange Commission on July 31, 1996

                                                           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)

<TABLE>
  <S>                                                       <C>
             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                                (Zip Code)
             Offices)
</TABLE>

                               CAMCO THRIFT 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(2)               fee
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                      <C>                          <C>                   <C>                    <C>
 Common Stock, $.01 par value  . . .      1,000,000 shares(1)          $34.32(2)             $34,320,000            $11,835
- ------------------------------------------------------------------------------------------------------------------------------------
 Rights to Purchase shares of Common
 Stock . . . . . . . . . . . . . . .         1,000,000(1)
====================================================================================================================================
</TABLE>

(1)      Estimated number of shares of Common Stock and accompanying Rights
         that could be purchased with the participant contributions, based upon
         the price of the Common Stock set forth herein.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act of 1933 and based
         upon the average of the high and low sales prices of a share of Common
         Stock as reported by the New York Stock Exchange, Inc. on July 29,
         1996.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Camco Thrift Plan described herein.

================================================================================
<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"), and the Camco Thrift Plan, as amended (the "Plan"), incorporate
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, 1995, and the Plan's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");

            2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;

            3.      All other reports filed by the Registrant and the Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995;

            4.      The description of the Registrant's common stock, $.01 par
value ("Common Stock"), contained in a registration statement on Form 10, as
filed with the Securities and Exchange Commission on October 21, 1993, and as
amended on November 5, 1993, November 19, 1993, and December 9, 1993, including
any amendment or report filed for the purpose of updating such description; and

            5.      The description of the rights to purchase Common Stock
("Rights") contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on December 19, 1994,
including any amendment or report filed for the purpose of updating such
description.

            All documents filed by the Registrant or the Plan 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.




                                     II-1
<PAGE>   3
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 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.


<TABLE>
<CAPTION>
ITEM 8.     EXHIBITS.
            <S>     <C>     <C>
            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)).
</TABLE>





                                     II-2
<PAGE>   4
<TABLE>
            <S>     <C>     <C>
            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 Thrift Plan, as amended.

            15.1    --      Letter of Arthur Andersen LLP.

            23.1    --      Consent of Arthur Andersen LLP.

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

            The Registrant has submitted the Plan to the Internal Revenue
Service ("IRS") and hereby undertakes to submit any amendment thereto to the
IRS in a timely manner and will make all changes required by the IRS in order
to qualify the Plan.

            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





                                     II-3
<PAGE>   5
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.

            (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
                               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.





                                     II-5
<PAGE>   7
                                   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
July, 1996.

                                        CAMCO INTERNATIONAL INC.



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

         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          July 30, 1996
 ------------------------------------------     Chief Executive Officer (Principal                         
 Gary D. Nicholson                              Executive Officer)                
                                                                                  

 /s/ HERBERT S. YATES                           Senior Vice President-Finance                 July 30, 1996
 ------------------------------------------     and Chief Financial Officer                                
 Herbert S. Yates                               (Principal Financial Officer)
                                                                             

 /s/ BRUCE F. LONGAKER, JR.                     Vice President-Finance                        July 30, 1996
 ------------------------------------------     and Corporate Controller                                   
 Bruce F. Longaker, Jr.                         (Principal Accounting Officer)
                                                                              

                                                Director
 ------------------------------------------             
 Hugh H. Goerner


 /s/ ROBERT L. HOWARD                           Director                                      July 29, 1996
 ------------------------------------------                                                                
 Robert L. Howard

                                                Director  
 ------------------------------------------
 William J. Johnson                             


 /s/ WILLIAM A. KRAUSE                          Director                                      July 29, 1996
 ------------------------------------------                                                                
 William A. Krause


 /s/ CHARLES P. SIESS, JR.                      Director                                      July 29, 1996
 ------------------------------------------                                                                
 Charles P. Siess, Jr.


 /s/ GILBERT H. TAUSCH                          Director                                      July 29, 1996
 ------------------------------------------                                                                
 Gilbert H. Tausch
</TABLE>





                                     II-6
<PAGE>   8
         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Trustees of the Plan have 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 July 30, 1995.


                                        CAMCO THRIFT PLAN



                                        By      /s/ HERBERT S. YATES
                                          -------------------------------------
                                                Herbert S. Yates, Trustee



                                        By      /s/ RONALD R. RANDALL
                                          -------------------------------------
                                                Ronald R. Randall, Trustee





                                     II-7
<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
      Exhibit Number                                   Description                                      Page Number
      --------------                     ----------------------------------------                       -----------
           <S>             <C>
           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 Thrift Plan, as amended.

           15.1            Letter of Arthur Andersen LLP.

           23.1            Consent of Arthur Andersen LLP.

           24.1            Powers of  Attorney (included  on page  II-5 of  this  Registration
                           Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CAMCO INTERNATIONAL INC. - CAMCO THRIFT PLAN", "secsgml_size_bytes": 24130}]
{"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": "333-09299", "film-number": "96601973"}, "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 July 31, 1996

                                                           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                                (Zip Code)
             Offices)
CAMCO THRIFT 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(2)               fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value  . . .      1,000,000 shares(1)          $34.32(2)             $34,320,000            $11,835
- ------------------------------------------------------------------------------------------------------------------------------------
 Rights to Purchase shares of Common
 Stock . . . . . . . . . . . . . . .         1,000,000(1)
====================================================================================================================================
(1)      Estimated number of shares of Common Stock and accompanying Rights
         that could be purchased with the participant contributions, based upon
         the price of the Common Stock set forth herein.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act of 1933 and based
         upon the average of the high and low sales prices of a share of Common
         Stock as reported by the New York Stock Exchange, Inc. on July 29,
         1996.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Camco Thrift Plan described herein.

================================================================================
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"), and the Camco Thrift Plan, as amended (the "Plan"), incorporate
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, 1995, and the Plan's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");

            2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;

            3.      All other reports filed by the Registrant and the Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995;

            4.      The description of the Registrant's common stock, $.01 par
value ("Common Stock"), contained in a registration statement on Form 10, as
filed with the Securities and Exchange Commission on October 21, 1993, and as
amended on November 5, 1993, November 19, 1993, and December 9, 1993, including
any amendment or report filed for the purpose of updating such description; and

            5.      The description of the rights to purchase Common Stock
("Rights") contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on December 19, 1994,
including any amendment or report filed for the purpose of updating such
description.

            All documents filed by the Registrant or the Plan 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.

                                     II-1
3
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 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)).
II-2
4
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 Thrift Plan, as amended.

            15.1    --      Letter of Arthur Andersen LLP.

            23.1    --      Consent of Arthur Andersen LLP.

            24.1    --      Powers of Attorney (included on page II-5 of this 
                            Registration Statement).
The Registrant has submitted the Plan to the Internal Revenue
Service ("IRS") and hereby undertakes to submit any amendment thereto to the
IRS in a timely manner and will make all changes required by the IRS in order
to qualify the Plan.

            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

                                     II-3
5
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.

            (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
                               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.

                                     II-5
7
                                   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
July, 1996.

                                        CAMCO INTERNATIONAL INC.

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

         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          July 30, 1996
 ------------------------------------------     Chief Executive Officer (Principal                         
 Gary D. Nicholson                              Executive Officer)                
                                                                                  

 /s/ HERBERT S. YATES                           Senior Vice President-Finance                 July 30, 1996
 ------------------------------------------     and Chief Financial Officer                                
 Herbert S. Yates                               (Principal Financial Officer)
                                                                             

 /s/ BRUCE F. LONGAKER, JR.                     Vice President-Finance                        July 30, 1996
 ------------------------------------------     and Corporate Controller                                   
 Bruce F. Longaker, Jr.                         (Principal Accounting Officer)
                                                                              

                                                Director
 ------------------------------------------             
 Hugh H. Goerner

 /s/ ROBERT L. HOWARD                           Director                                      July 29, 1996
 ------------------------------------------                                                                
 Robert L. Howard

                                                Director  
 ------------------------------------------
 William J. Johnson                             

 /s/ WILLIAM A. KRAUSE                          Director                                      July 29, 1996
 ------------------------------------------                                                                
 William A. Krause

 /s/ CHARLES P. SIESS, JR.                      Director                                      July 29, 1996
 ------------------------------------------                                                                
 Charles P. Siess, Jr.

 /s/ GILBERT H. TAUSCH                          Director                                      July 29, 1996
 ------------------------------------------                                                                
 Gilbert H. Tausch
II-6
8
         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Trustees of the Plan have 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 July 30, 1995.

                                        CAMCO THRIFT PLAN

                                        By      /s/ HERBERT S. YATES
                                          -------------------------------------
                                                Herbert S. Yates, Trustee

                                        By      /s/ RONALD R. RANDALL
                                          -------------------------------------
                                                Ronald R. Randall, Trustee

                                     II-7
9
                                 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 Thrift Plan, as amended.

           15.1            Letter of Arthur Andersen LLP.

           23.1            Consent of Arthur Andersen LLP.

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