<PAGE>   1
  As filed with the Securities and Exchange Commission on December 18, 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)


                           REED HOURLY 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  . . .       75,000 shares(1)           $40.875(2)              $3,065,625             $929
-------------------------------------------------------------------------------------------------------------------------------
 Rights to Purchase shares of Common
 Stock . . . . . . . . . . . . . . .           75,000(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 December 16, 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 Reed Hourly 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 Reed Hourly 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.     The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;

       4.     The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996;

       5.     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;

       6.     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

       7.     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.





                                      II-1
<PAGE>   3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

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





                                      II-2
<PAGE>   4
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1993).

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

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

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

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

       4.6    --  Reed Hourly 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-6 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:





                                      II-3
<PAGE>   5
       (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.

       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,





                                      II-4
<PAGE>   6
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-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 December 13, 1996.
        

                                      CAMCO INTERNATIONAL INC.


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


                               POWER OF ATTORNEY

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

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
           Signature                          Title                         Date
           ---------                          -----                         ----
  <S>                           <C>                                  <C>
   /s/ GARY D. NICHOLSON        Chairman of the Board, President     December 13, 1996
 ----------------------------      and Chief Executive Officer                         
       Gary D. Nicholson          (Principal Executive Officer)

   /s/ HERBERT S. YATES           Senior Vice President-Finance      December 13, 1996
 ----------------------------      and Chief Financial Officer                         
       Herbert S. Yates           (Principal Financial Officer)


 /s/ BRUCE F. LONGAKER, JR.         Vice President-Finance           December 13, 1996
 ----------------------------       and Corporate Controller                           
     Bruce F. Longaker, Jr.       (Principal Accounting Officer)


                                            Director                                    
 ----------------------------                                                          
        Hugh H. Goerner
</TABLE>





                                      II-6
<PAGE>   8
<TABLE>
   <S>                                      <C>                      <C>
   /s/ ROBERT L. HOWARD                     Director                 December 12, 1996
 ----------------------------                                                          
       Robert L. Howard



  /s/ WILLIAM J. JOHNSON                    Director                 December 13, 1996
 ----------------------------                                                          
      William J. Johnson


   /s/ WILLIAM A. KRAUSE                    Director                 December 12, 1996
 ----------------------------                                                          
       William A. Krause



 /s/ CHARLES P. SIESS, JR.                  Director                 December 13, 1996
 ----------------------------                                                          
     Charles P. Siess, Jr.



   /s/ GILBERT H. TAUSCH                    Director                 December 13, 1996
 ----------------------------                                                          
       Gilbert H. Tausch
</TABLE>





                                      II-7
<PAGE>   9
       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 December 13, 1996.



                                      REED HOURLY THRIFT PLAN



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



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





                                      II-8
<PAGE>   10
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit Number                       Description               
--------------          ----------------------------------------
     <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         Reed Hourly 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-6 of this Registration
                  Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CAMCO INTERNATIONAL INC.", "secsgml_size_bytes": 22738}]
{"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": "333-18129", "film-number": "96682611"}, "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 December 18, 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)

                           REED HOURLY 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  . . .       75,000 shares(1)           $40.875(2)              $3,065,625             $929
-------------------------------------------------------------------------------------------------------------------------------
 Rights to Purchase shares of Common
 Stock . . . . . . . . . . . . . . .           75,000(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 December 16, 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 Reed Hourly 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 Reed Hourly 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.     The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;

       4.     The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996;

       5.     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;

       6.     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

       7.     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.

                                      II-1
3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

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

                                      II-2
4
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1993).

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

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

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

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

       4.6    --  Reed Hourly 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-6 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:

                                      II-3
5
       (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.

       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,

                                      II-4
6
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-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 December 13, 1996.
        

                                      CAMCO INTERNATIONAL INC.

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

                               POWER OF ATTORNEY

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

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                          Title                         Date
           ---------                          -----                         ----
/s/ GARY D. NICHOLSON        Chairman of the Board, President     December 13, 1996
 ----------------------------      and Chief Executive Officer                         
       Gary D. Nicholson          (Principal Executive Officer)

   /s/ HERBERT S. YATES           Senior Vice President-Finance      December 13, 1996
 ----------------------------      and Chief Financial Officer                         
       Herbert S. Yates           (Principal Financial Officer)

 /s/ BRUCE F. LONGAKER, JR.         Vice President-Finance           December 13, 1996
 ----------------------------       and Corporate Controller                           
     Bruce F. Longaker, Jr.       (Principal Accounting Officer)

                                            Director                                    
 ----------------------------                                                          
        Hugh H. Goerner
II-6
8
/s/ ROBERT L. HOWARD                     Director                 December 12, 1996
 ----------------------------                                                          
       Robert L. Howard

  /s/ WILLIAM J. JOHNSON                    Director                 December 13, 1996
 ----------------------------                                                          
      William J. Johnson

   /s/ WILLIAM A. KRAUSE                    Director                 December 12, 1996
 ----------------------------                                                          
       William A. Krause

 /s/ CHARLES P. SIESS, JR.                  Director                 December 13, 1996
 ----------------------------                                                          
     Charles P. Siess, Jr.

   /s/ GILBERT H. TAUSCH                    Director                 December 13, 1996
 ----------------------------                                                          
       Gilbert H. Tausch
II-7
9
       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 December 13, 1996.

                                      REED HOURLY THRIFT PLAN

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

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

                                      II-8
10
                                 EXHIBIT INDEX
Exhibit Number                       Description               
--------------          ----------------------------------------
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         Reed Hourly 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-6 of this Registration
                  Statement).