<PAGE>
     As filed with the Securities and Exchange Commission on March 27, 2002
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               GRANT PRIDECO, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                                          <C>
                              DELAWARE                                                           76-0312499
           (State or other jurisdiction of incorporation                                      (I.R.S. Employer
                          or organization)                                                   Identification No.)

                  1330 POST OAK BLVD., SUITE 2700
                           HOUSTON, TEXAS                                                           77056
              (Address of Principal Executive Officer)                                           (Zip Code)
</Table>

         GRANT PRIDECO, INC. 2001 STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plans)

                          -----------------------------
                               GRANT PRIDECO, INC.
                         1330 POST OAK BLVD., SUITE 2700
                              HOUSTON, TEXAS 77056
                     (Name and address of agent for service)

                                 (832) 681-8000
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                                PHILIP A. CHOYCE
                       VICE PRESIDENT AND GENERAL COUNSEL
                         1330 POST OAK BLVD., SUITE 2700
                              HOUSTON, TEXAS 77056
                                 (832) 681-8000

                          -----------------------------
                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
===================================================================================================================================
                                                            PROPOSED MAXIMUM          PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE                OFFERING PRICE          AGGREGATE OFFERING             AMOUNT OF
      TO BE REGISTERED            REGISTERED                   PER SHARE(1)                PRICE(1)              REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                               <C>                      <C>                        <C>
Common Stock,
par value $.01 per share       5,000,000 shares(2)               $12.395                  $61,675,000                 $5702
===================================================================================================================================
</Table>

(1)  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 March 22, 2001.

(2)  Also includes an indeterminable number of shares of Common Stock issuable
     as a result of the anti-dilution provisions of the Grant Prideco 401(K)
     Savings Plan. 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 or in the Grant Prideco, Inc.
     2001 Stock Option and Restricted Stock Plan.


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (i) the Registrant's effective Registration Statement on Form 10 (File
No. 001-15243) (including without limitation the description of the Registrant's
Common Stock contained therein); 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; and

         (ii) the Registrant's Annual Report Form 10-K for the year ended
December 31, 2001.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Restated Certificate of Incorporation provides that the
Registrant's directors are not liable to the Registrant or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.

         Under Section 145 of the Delaware General Corporation Law and our
bylaws, we are obligated to indemnify our present and former directors and
officers and may indemnify other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation, a "derivative action"), if the person to whom
indemnity is granted acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action, and the Delaware General Corporation Law requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to Grant Prideco.

         Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.




                                      II-1
<PAGE>

ITEM 8.  EXHIBITS.

<Table>
<Caption>
    EXHIBIT NO.                                        DESCRIPTION
   ------------------           -------------------------------------------------------------
<S>                             <C>
         2.1 (b)                -- Distribution Agreement, dated as of March 22, 2000,
                                   between Weatherford and Grant
         3.1 (b)                -- Restated Certificate of Incorporation of Grant Prideco,
                                   Inc.
         3.2 (a)                -- Restated Bylaws of Grant Prideco, Inc.
         3.3 (e)                -- Amendment No. 1 to Restated Bylaws of Grant Prideco, Inc.
         4.1 (d)                -- Amended and Restated Loan and Security Agreement, dated
                                   July 10, 2000, among Grant Prideco, Inc. and certain of
                                   its subsidiaries, the Lenders identified therein and
                                   Transamerica Business Credit Corporation, as agent
         4.2 (d)                -- Amendment No. 1 to Amended and Restated Loan and
                                   Security Agreement;
         4.3 (d)                -- Amendment No. 2 to Amended and Restated Loan and
                                   Security Agreement;
         4.4 (d)                -- Amendment No. 3 to Amended and Restated Loan and
                                   Security Agreement;
         4.5 (e)                -- Amendment No. 4 to Amended and Restated Loan Agreement
         4.6 (e)                -- Amendment No. 5 to Amended and Restated Loan Agreement
         4.7 (d)                -- Amended and Restated Pledge Agreement, by Grant
                                   Prideco, Inc.'s subsidiaries in favor of Transamerica
                                   Business Credit Corporation, as agent
         4.8 (b)                -- Guaranty by Grant Prideco, Inc.'s subsidiaries in favor
                                   of Transamerica Business Credit Corporation, as agent
         4.9 (d)                -- Indenture for 9 5/8% Senior Notes due 2007
         4.10(d)                -- Form of 9 5/8% Senior Notes due 2007 (included as part
                                   of Exhibit 4.7)
         4.11(d)                -- Grant Prideco, Inc. 2000 Non-Employee Director Stock
                                   Option Plan
         4.12(d)                -- Grant Prideco, Inc. 2000 Employee Stock Option and
                                   Restricted Stock Plan
         4.13(a)                -- Grant Prideco, Inc. Executive Deferred Compensation
                                   Plan
         4.14(a)                -- Grant Prideco, Inc. Foreign Executive Deferred
                                   Compensation Plan
         4.15(a)                -- Grant Prideco, Inc. Deferred Compensation Plan for
                                   Non-Employee Directors
         4.16(a)                -- Grant Prideco, Inc. 401(k) Savings Plan
         4.17(e)                -- 2001 Stock Option and Restricted Stock Plan
         5.1                    -- Opinion of Vice President and General Counsel
        21.1 (e)                -- Subsidiaries of Registrant
        23.1                    -- Consent of Ernst & Young LLP
        23.2                    -- Consent of Arthur Andersen LLP
        23.3                    -- Consent of Vice President and General Counsel (included in Exhibit 5.1)
        24.1                    -- Power of Attorney (included in Part II signature page)
</Table>
----------

+        Certain portions of these exhibits were intentionally excluded pursuant
         to a request for confidential treatment pursuant to Rule 24b-2 of the
         Securities Exchange Act of 1934.


(a)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form 10 (file No. 00115423).


(b)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form S-3 (Registration No. 333-35272).


(c)      Incorporated by reference to the registrants' Registration Statement on
         Form S-3 (Registration No. 333-48722).


(d)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 30, 2000.

(e)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 31, 2001




                                      II-2
<PAGE>

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.

         (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) 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 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-3
<PAGE>
                                   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 26, 2002.

                                        GRANT PRIDECO, INC.

                                        By: /s/ Curtis W. Huff
                                        ------------------------------------
                                        Curtis W. Huff
                                        Chief Executive Officer,
                                        President and Director
                                        (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John C. Coble and Frances R. Powell, or
any of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of them, or his or
their 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 dates indicated.

<Table>
<Caption>
NAME                                      TITLE                                   DATE
<S>                                       <C>                                     <C>
 /s/ Bernard J. Duroc-Danner              Chairman of the Board and Director      March 26, 2001
----------------------------------------
Bernard J. Duroc-Danner

 /s/ Curtis W. Huff                       President and Director                  March 26, 2001
----------------------------------------  (principal executive officer)
Curtis W. Huff

/s/ Louis A. Raspino                      Vice President and Chief Financial      March 26, 2001
----------------------------------------  Officer (principal financial and
Louis A. Raspino                          accounting officer)

 /s/ Greg L. Boane                        Controller (principal accounting        March 26, 2001
----------------------------------------  officer)
Greg L. Boane

 /s/ David J. Butters                     Director                                March 26, 2001
----------------------------------------
David J. Butters

 /s/ Eliot M. Fried                       Director                                March 26, 2001
----------------------------------------
Eliot M. Fried

 /s/ Sheldon B. Lubar                     Director                                March 26, 2001
----------------------------------------
Sheldon B. Lubar

 /s/ Robert K. Moses, Jr.                 Director                                March 26, 2001
----------------------------------------
Robert K. Moses, Jr.
</Table>




                                      II-4
<PAGE>
                                  EXHIBIT INDEX

<Table>
<Caption>
    EXHIBIT NO.                                                     DESCRIPTION
   ------------------                        ------------------------------------------------------------
<S>                             <C>
         2.1 (b)                -- Distribution Agreement, dated as of March 22, 2000,
                                   between Weatherford and Grant
         3.1 (b)                -- Restated Certificate of Incorporation of Grant Prideco,
                                   Inc.
         3.2 (a)                -- Restated Bylaws of Grant Prideco, Inc.
         3.3 (e)                -- Amendment No. 1 to Restated Bylaws of Grant Prideco, Inc.
         4.1 (d)                -- Amended and Restated Loan and Security Agreement, dated
                                   July 10, 2000, among Grant Prideco, Inc. and certain of
                                   its subsidiaries, the Lenders identified therein and
                                   Transamerica Business Credit Corporation, as agent
         4.2 (d)                -- Amendment No. 1 to Amended and Restated Loan and
                                   Security Agreement;
         4.3 (d)                -- Amendment No. 2 to Amended and Restated Loan and
                                   Security Agreement;
         4.4 (d)                -- Amendment No. 3 to Amended and Restated Loan and
                                   Security Agreement;
         4.5 (e)                -- Amendment No. 4 to Amended and Restated Loan Agreement
         4.6 (e)                -- Amendment No. 5 to Amended and Restated Loan Agreement
         4.7 (d)                -- Amended and Restated Pledge Agreement, by Grant
                                   Prideco, Inc.'s subsidiaries in favor of Transamerica
                                   Business Credit Corporation, as agent
         4.8 (b)                -- Guaranty by Grant Prideco, Inc.'s subsidiaries in favor
                                   of Transamerica Business Credit Corporation, as agent
         4.9 (d)                -- Indenture for 9 5/8% Senior Notes due 2007
         4.10(d)                -- Form of 9 5/8% Senior Notes due 2007 (included as part
                                   of Exhibit 4.7)
         4.11(d)                -- Grant Prideco, Inc. 2000 Non-Employee Director Stock
                                   Option Plan
         4.12(d)                -- Grant Prideco, Inc. 2000 Employee Stock Option and
                                   Restricted Stock Plan
         4.13(a)                -- Grant Prideco, Inc. Executive Deferred Compensation
                                   Plan
         4.14(a)                -- Grant Prideco, Inc. Foreign Executive Deferred
                                   Compensation Plan
         4.15(a)                -- Grant Prideco, Inc. Deferred Compensation Plan for
                                   Non-Employee Directors
         4.16(a)                -- Grant Prideco, Inc. 401(k) Savings Plan
         4.17(e)                -- 2001 Stock Option and Restricted Stock Plan
         5.1                    -- Opinion of Vice President and General Counsel
        21.1 (e)                -- Subsidiaries of Registrant
        23.1                    -- Consent of Ernst & Young LLP
        23.2                    -- Consent of Arthur Andersen LLP
        23.3                    -- Consent of Vice President and General Counsel (included in Exhibit 5.1)
        24.1                    -- Power of Attorney (included in Part II signature page)
</Table>
----------

+        Certain portions of these exhibits were intentionally excluded pursuant
         to a request for confidential treatment pursuant to Rule 24b-2 of the
         Securities Exchange Act of 1934.

(a)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form 10 (file No. 00115423).

(b)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form S-3 (Registration No. 333-35272).

(c)      Incorporated by reference to the registrants' Registration Statement on
         Form S-3 (Registration No. 333-48722).

(d)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 30, 2000.

(e)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 31, 2001
[{"type": "S-8", "sequence": "1", "filename": "h95341s-8.txt", "description": "GRANT PRIDECO INC", "secsgml_size_bytes": 25143}]
{"company-data": {"conformed-name": "GRANT PRIDECO INC", "cik": "0001097313", "assigned-sic": "3533", "irs-number": "760312499", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84958", "film-number": "02587390"}, "business-address": {"street1": "1450 LAKE ROBBINS DRIVE", "street2": "SUITE 600", "city": "THE WOODLANDS", "state": "TX", "zip": "77038", "phone": "2812978500"}, "mail-address": {"street1": "1450 LAKE ROBBINS DRIVE", "street2": "SUITE 600", "city": "THE WOODLANDS", "state": "TX", "zip": "77038"}}
As filed with the Securities and Exchange Commission on March 27, 2002
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               GRANT PRIDECO, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                           76-0312499
           (State or other jurisdiction of incorporation                                      (I.R.S. Employer
                          or organization)                                                   Identification No.)

                  1330 POST OAK BLVD., SUITE 2700
                           HOUSTON, TEXAS                                                           77056
              (Address of Principal Executive Officer)                                           (Zip Code)
GRANT PRIDECO, INC. 2001 STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plans)

                          -----------------------------
                               GRANT PRIDECO, INC.
                         1330 POST OAK BLVD., SUITE 2700
                              HOUSTON, TEXAS 77056
                     (Name and address of agent for service)

                                 (832) 681-8000
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                                PHILIP A. CHOYCE
                       VICE PRESIDENT AND GENERAL COUNSEL
                         1330 POST OAK BLVD., SUITE 2700
                              HOUSTON, TEXAS 77056
                                 (832) 681-8000

                          -----------------------------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                            PROPOSED MAXIMUM          PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE                OFFERING PRICE          AGGREGATE OFFERING             AMOUNT OF
      TO BE REGISTERED            REGISTERED                   PER SHARE(1)                PRICE(1)              REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share       5,000,000 shares(2)               $12.395                  $61,675,000                 $5702
===================================================================================================================================
(1)  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 March 22, 2001.

(2)  Also includes an indeterminable number of shares of Common Stock issuable
     as a result of the anti-dilution provisions of the Grant Prideco 401(K)
     Savings Plan. 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 or in the Grant Prideco, Inc.
     2001 Stock Option and Restricted Stock Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (i) the Registrant's effective Registration Statement on Form 10 (File
No. 001-15243) (including without limitation the description of the Registrant's
Common Stock contained therein); 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; and

         (ii) the Registrant's Annual Report Form 10-K for the year ended
December 31, 2001.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Restated Certificate of Incorporation provides that the
Registrant's directors are not liable to the Registrant or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.

         Under Section 145 of the Delaware General Corporation Law and our
bylaws, we are obligated to indemnify our present and former directors and
officers and may indemnify other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation, a "derivative action"), if the person to whom
indemnity is granted acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action, and the Delaware General Corporation Law requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to Grant Prideco.

         Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-1
ITEM 8.  EXHIBITS.
EXHIBIT NO.                                        DESCRIPTION
   ------------------           -------------------------------------------------------------
2.1 (b)                -- Distribution Agreement, dated as of March 22, 2000,
                                   between Weatherford and Grant
         3.1 (b)                -- Restated Certificate of Incorporation of Grant Prideco,
                                   Inc.
         3.2 (a)                -- Restated Bylaws of Grant Prideco, Inc.
         3.3 (e)                -- Amendment No. 1 to Restated Bylaws of Grant Prideco, Inc.
         4.1 (d)                -- Amended and Restated Loan and Security Agreement, dated
                                   July 10, 2000, among Grant Prideco, Inc. and certain of
                                   its subsidiaries, the Lenders identified therein and
                                   Transamerica Business Credit Corporation, as agent
         4.2 (d)                -- Amendment No. 1 to Amended and Restated Loan and
                                   Security Agreement;
         4.3 (d)                -- Amendment No. 2 to Amended and Restated Loan and
                                   Security Agreement;
         4.4 (d)                -- Amendment No. 3 to Amended and Restated Loan and
                                   Security Agreement;
         4.5 (e)                -- Amendment No. 4 to Amended and Restated Loan Agreement
         4.6 (e)                -- Amendment No. 5 to Amended and Restated Loan Agreement
         4.7 (d)                -- Amended and Restated Pledge Agreement, by Grant
                                   Prideco, Inc.'s subsidiaries in favor of Transamerica
                                   Business Credit Corporation, as agent
         4.8 (b)                -- Guaranty by Grant Prideco, Inc.'s subsidiaries in favor
                                   of Transamerica Business Credit Corporation, as agent
         4.9 (d)                -- Indenture for 9 5/8% Senior Notes due 2007
         4.10(d)                -- Form of 9 5/8% Senior Notes due 2007 (included as part
                                   of Exhibit 4.7)
         4.11(d)                -- Grant Prideco, Inc. 2000 Non-Employee Director Stock
                                   Option Plan
         4.12(d)                -- Grant Prideco, Inc. 2000 Employee Stock Option and
                                   Restricted Stock Plan
         4.13(a)                -- Grant Prideco, Inc. Executive Deferred Compensation
                                   Plan
         4.14(a)                -- Grant Prideco, Inc. Foreign Executive Deferred
                                   Compensation Plan
         4.15(a)                -- Grant Prideco, Inc. Deferred Compensation Plan for
                                   Non-Employee Directors
         4.16(a)                -- Grant Prideco, Inc. 401(k) Savings Plan
         4.17(e)                -- 2001 Stock Option and Restricted Stock Plan
         5.1                    -- Opinion of Vice President and General Counsel
        21.1 (e)                -- Subsidiaries of Registrant
        23.1                    -- Consent of Ernst & Young LLP
        23.2                    -- Consent of Arthur Andersen LLP
        23.3                    -- Consent of Vice President and General Counsel (included in Exhibit 5.1)
        24.1                    -- Power of Attorney (included in Part II signature page)
----------

+        Certain portions of these exhibits were intentionally excluded pursuant
         to a request for confidential treatment pursuant to Rule 24b-2 of the
         Securities Exchange Act of 1934.

(a)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form 10 (file No. 00115423).

(b)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form S-3 (Registration No. 333-35272).

(c)      Incorporated by reference to the registrants' Registration Statement on
         Form S-3 (Registration No. 333-48722).

(d)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 30, 2000.

(e)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 31, 2001

                                      II-2
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.

         (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) 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 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-3
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 26, 2002.

                                        GRANT PRIDECO, INC.

                                        By: /s/ Curtis W. Huff
                                        ------------------------------------
                                        Curtis W. Huff
                                        Chief Executive Officer,
                                        President and Director
                                        (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John C. Coble and Frances R. Powell, or
any of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and any of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of them, or his or
their 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 dates indicated.
NAME                                      TITLE                                   DATE
/s/ Bernard J. Duroc-Danner              Chairman of the Board and Director      March 26, 2001
----------------------------------------
Bernard J. Duroc-Danner

 /s/ Curtis W. Huff                       President and Director                  March 26, 2001
----------------------------------------  (principal executive officer)
Curtis W. Huff

/s/ Louis A. Raspino                      Vice President and Chief Financial      March 26, 2001
----------------------------------------  Officer (principal financial and
Louis A. Raspino                          accounting officer)

 /s/ Greg L. Boane                        Controller (principal accounting        March 26, 2001
----------------------------------------  officer)
Greg L. Boane

 /s/ David J. Butters                     Director                                March 26, 2001
----------------------------------------
David J. Butters

 /s/ Eliot M. Fried                       Director                                March 26, 2001
----------------------------------------
Eliot M. Fried

 /s/ Sheldon B. Lubar                     Director                                March 26, 2001
----------------------------------------
Sheldon B. Lubar

 /s/ Robert K. Moses, Jr.                 Director                                March 26, 2001
----------------------------------------
Robert K. Moses, Jr.
II-4
EXHIBIT INDEX
EXHIBIT NO.                                                     DESCRIPTION
   ------------------                        ------------------------------------------------------------
2.1 (b)                -- Distribution Agreement, dated as of March 22, 2000,
                                   between Weatherford and Grant
         3.1 (b)                -- Restated Certificate of Incorporation of Grant Prideco,
                                   Inc.
         3.2 (a)                -- Restated Bylaws of Grant Prideco, Inc.
         3.3 (e)                -- Amendment No. 1 to Restated Bylaws of Grant Prideco, Inc.
         4.1 (d)                -- Amended and Restated Loan and Security Agreement, dated
                                   July 10, 2000, among Grant Prideco, Inc. and certain of
                                   its subsidiaries, the Lenders identified therein and
                                   Transamerica Business Credit Corporation, as agent
         4.2 (d)                -- Amendment No. 1 to Amended and Restated Loan and
                                   Security Agreement;
         4.3 (d)                -- Amendment No. 2 to Amended and Restated Loan and
                                   Security Agreement;
         4.4 (d)                -- Amendment No. 3 to Amended and Restated Loan and
                                   Security Agreement;
         4.5 (e)                -- Amendment No. 4 to Amended and Restated Loan Agreement
         4.6 (e)                -- Amendment No. 5 to Amended and Restated Loan Agreement
         4.7 (d)                -- Amended and Restated Pledge Agreement, by Grant
                                   Prideco, Inc.'s subsidiaries in favor of Transamerica
                                   Business Credit Corporation, as agent
         4.8 (b)                -- Guaranty by Grant Prideco, Inc.'s subsidiaries in favor
                                   of Transamerica Business Credit Corporation, as agent
         4.9 (d)                -- Indenture for 9 5/8% Senior Notes due 2007
         4.10(d)                -- Form of 9 5/8% Senior Notes due 2007 (included as part
                                   of Exhibit 4.7)
         4.11(d)                -- Grant Prideco, Inc. 2000 Non-Employee Director Stock
                                   Option Plan
         4.12(d)                -- Grant Prideco, Inc. 2000 Employee Stock Option and
                                   Restricted Stock Plan
         4.13(a)                -- Grant Prideco, Inc. Executive Deferred Compensation
                                   Plan
         4.14(a)                -- Grant Prideco, Inc. Foreign Executive Deferred
                                   Compensation Plan
         4.15(a)                -- Grant Prideco, Inc. Deferred Compensation Plan for
                                   Non-Employee Directors
         4.16(a)                -- Grant Prideco, Inc. 401(k) Savings Plan
         4.17(e)                -- 2001 Stock Option and Restricted Stock Plan
         5.1                    -- Opinion of Vice President and General Counsel
        21.1 (e)                -- Subsidiaries of Registrant
        23.1                    -- Consent of Ernst & Young LLP
        23.2                    -- Consent of Arthur Andersen LLP
        23.3                    -- Consent of Vice President and General Counsel (included in Exhibit 5.1)
        24.1                    -- Power of Attorney (included in Part II signature page)
----------

+        Certain portions of these exhibits were intentionally excluded pursuant
         to a request for confidential treatment pursuant to Rule 24b-2 of the
         Securities Exchange Act of 1934.

(a)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form 10 (file No. 00115423).

(b)      Incorporated by reference to Grant Prideco, Inc.'s Registration
         Statement on Form S-3 (Registration No. 333-35272).

(c)      Incorporated by reference to the registrants' Registration Statement on
         Form S-3 (Registration No. 333-48722).

(d)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 30, 2000.

(e)      Incorporated by reference from Grant Prideco's Annual Report on Form
         10-K for the year ended December 31, 2001