<PAGE>   1
    As filed with the Securities and Exchange Commission on October 4, 1996

                                                 Registration No. 333-__________
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                         __________________________

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         __________________________

                            ENERGY VENTURES, INC.
           (Exact name of registrant as specified in its charter)

               DELAWARE                                       04-2515019
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)
                                                       
      5 POST OAK PARK, SUITE 1760                      
            HOUSTON, TEXAS                                     77027-3415
(Address of Principal Executive Offices)                       (Zip Code)
                        
            ENERGY VENTURES, INC. 1992 EMPLOYEE STOCK OPTION PLAN
  ENERGY VENTURES, INC. EXECUTIVE DEFERRED COMPENSATION STOCK OWNERSHIP PLAN
   ENERGY VENTURES, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN
                           (Full title of the plan)

                           BERNARD J. DUROC-DANNER
                            ENERGY VENTURES, INC.
                         5 POST OAK PARK, SUITE 1760
                          HOUSTON, TEXAS  77027-3415
                   (Name and address of agent for service)

                                (713) 297-8400
        (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(1)              price(1)               fee
--------------------------------------------------------------------------------------------------------------------------------
 <S>                                      <C>                         <C>                   <C>                     <C>
 Common Stock, $1.00 par value . . .      1,000,000 shares(2)         $ 40.00               $40,000,000             $12,122
================================================================================================================================
</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 October 2,
         1996.

(2)      Includes an indeterminable number of shares of Common Stock issuable
         as a result of the anti-dilution provisions of the 1992 Employee Stock
         Option Plan.

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

<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents are hereby incorporated by reference in
this Registration Statement:

            1.      The Annual Report on Form 10-K of Energy Ventures, Inc., a
Delaware corporation (the "Registrant"), for the fiscal year ended December 31,
1995;

            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 Current Report on Form 8-K dated July 13,
1995, as amended by the Current Report on Form 8-K/A dated August 17, 1995, as
amended by Amendment No. 2 to the Form 8-K/A dated May 7, 1996;

            5.      The Registrant's Current Report on Form 8-K dated June 24,
1996;

            6.      The Registrant's Current Report on Form 8-K dated July 18,
1996;

            7.      The Registrant's Current Report on Form 8-K dated August 5,
1996;

            8.      The Registrant's Current Report on Form 8-K dated 
August 21, 1996;

            9.      The Registrant's Current Report on Form 8-K dated 
October 2, 1996;

            10.     The description of the Registrant's common stock, $1.00 par
value (the "Common Stock"), contained in a registration statement on Form 8-A
(filed on May 19, 1994) and as amended by a registration statement on Form S-3
(Registration No. 333-12367), including any amendment or report filed for the
purpose of updating such description.

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

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.




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

            Certain legal matters in connection with the securities registered
hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P.,
Houston, Texas.  Uriel E. Dutton, a director of the Registrant, is a partner in
the firm of Fulbright & Jaworski L.L.P.  Mr. Dutton currently holds options to
purchase 30,000 shares of Common Stock, which options were granted to him
pursuant to the Registrant's Non-Employee Director Stock Option Plan.


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.

            Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law.  Messrs. David J.
Butters, Eliot M. Fried and Robert B. Millard, employees of Lehman Brothers
Inc. ("Lehman Brothers"), constitute three of the eight members of the Board of
Directors of the Registrant.  Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters, Fried and
Millard, in their capacity as directors of the Registrant, are to be
indemnified by Lehman Brothers and Holdings to the fullest extent permitted by
Delaware law.  Messrs. Butters, Fried and Millard are serving as directors of
the Registrant at the request of Lehman Brothers and Holdings.

            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.
Messrs. Butters, Fried and Millard are insured





                                     II-2
<PAGE>   4
against certain liabilities which they may incur in their capacity as directors
pursuant to insurance maintained by Holdings.

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 No. 3.1 to the
                    Registration Statement on Form S-3 (Reg. No. 333-03407)).

            4.2     By-laws of the Registrant, as amended (incorporated by
                    reference to Exhibit No. 3.2 to Form 10-K, File 0-7265,
                    filed March 1, 1994).

            4.3     Indenture dated March 15, 1994, among the Registrant, as
                    Issuer, the Subsidiary Guarantors party thereto, as
                    Guarantors, and Chemical Bank, as Trustee (incorporated by
                    reference to Form 8-K, File 0-7265, filed April 5, 1994).

            4.4     Specimen 10 1/4% Senior Note due 2004 of the Registrant
                    (incorporated by reference to Form 8-K, File 0-7265, filed
                    April 5, 1994).

            4.5     First Supplemental Indenture by and among the Registrant,
                    Prideco, Inc. and Chemical Bank, as trustee, dated June 30,
                    1995 (incorporated by reference to Exhibit No. 4.4 to the
                    Registration Statement on Form S-3 (Reg. No. 33-61933)).

            4.6     Credit Agreement among the Company, the Subsidiary
                    Guarantors, the Lenders defined therein and The Chase
                    Manhattan Bank, N.A. dated as of June 26, 1996, including
                    the form of Notes (incorporated by reference to Exhibit No.
                    4.5 to the Registration Statement on Form S-3; Registration
                    No. 333-06715).

            4.7     1992 Employee Stock Option Plan, as amended.

            5.1     Opinion of Fulbright & Jaworski L.L.P.

           23.1     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                    5.1).

           23.2     Consent of Arthur Andersen LLP.

           23.3     Consent of Arthur Andersen LLP, with respect to the
                    financial statements of Prideco, Inc.

           23.3     Consent of Arthur Andersen LLP, with respect to the
                    financial statements of Tubular Corporation of America.





                                     II-3
<PAGE>   5
            24.1     Powers of Attorney (included on Page II-6 of this
                     Registration Statement).

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


ITEM 9.     UNDERTAKINGS.

            The undersigned Registrant hereby undertakes:

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

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

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

            (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

            (2)     That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.





                                     II-4
<PAGE>   6
            (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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.





                                     II-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 October 3, 1996.


                                       ENERGY VENTURES, INC.


                                       By:    /s/ Bernard J. Duroc-Danner      
                                          --------------------------------------
                                                 Bernard J. Duroc-Danner
                                               President, Chief Executive
                                                  Officer and Director
                                              (Principal Executive Officer)


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and James G.
Kiley, 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>
               Signature                                     Title                                   Date
               ---------                                     -----                                   ----
<S>                                           <C>                                              <C>
      /s/ Bernard J. Duroc-Danner             President, Chief Executive Officer               October 3, 1996
 ------------------------------------                    and Director                                         
        Bernard J. Duroc-Danner                  (Principal Executive Officer)

 
         /s/ James G. Kiley                  Vice President and Chief Financial               October 3, 1996
 ------------------------------------                      Officer                                            
            James G. Kiley                       (Principal Financial Officer)
                                                                              

         /s/ Frances R. Powell                  Vice President, Accounting and                 October 3, 1996
 ------------------------------------                     Controller                                          
           Frances R. Powell                    (Principal Accounting Officer)
</TABLE>

<PAGE>   8
<TABLE>
<S>                                                  <C>                                       <C>
         /s/ David J. Butters                            Director and                          October 3, 1996
 ------------------------------------                Chairman of the Board                                    
           David J. Butters                                               


          /s/ Uriel E. Dutton                              Director                            October 3, 1996
 ------------------------------------                                                                         
            Uriel E. Dutton


          /s/ Eliot M. Fried                               Director                            October 3, 1996
 ------------------------------------                                                                         
            Eliot M. Fried


         /s/ Sheldon S. Gordon                             Director                            October 3, 1996
 ------------------------------------                                                                         
           Sheldon S. Gordon


         /s/ Sheldon B. Lubar                              Director                            October 3, 1996
 ------------------------------------                                                                         
           Sheldon B. Lubar


         /s/ Robert B. Millard                             Director                            October 3, 1996
 ------------------------------------                                                                         
           Robert B. Millard

 
          /s/ Robert A. Rayne                              Director                            October 3, 1996
 ------------------------------------                                                                         
            Robert A. Rayne
</TABLE>



                                     II-7
<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit                                                                         Page
     Number                              Description                                Number
     -------    ----------------------------------------------------------------    -----
      <S>        <C>                                                                <C>
      4.1        Restated Certificate of Incorporation (incorporated by
                 reference to Exhibit No. 3.1 to the Registration Statement on
                 Form S-3 (Reg. No. 333-03407)).

      4.2        By-laws of the Registrant, as amended (incorporated by
                 reference to Exhibit No. 3.2 to Form 10-K, File 0-7265, filed
                 March 1, 1994).

      4.3        Indenture dated March 15, 1994, among the Registrant,
                 as Issuer, the Subsidiary Guarantors party thereto, as
                 Guarantors, and Chemical Bank, as Trustee (incorporated by
                 reference to Form 8-K, File 0-7265, filed April 5, 1994).

      4.4        Specimen 10 1/4% Senior Note due 2004 of the Registrant
                 (incorporated by reference to Form 8-K, File 0-7265, filed
                 April 5, 1994).

      4.5        First Supplemental Indenture by and among the Registrant,
                 Prideco, Inc. and Chemical Bank, as trustee, dated June 30,
                 1995 (incorporated by reference to  Exhibit No. 4.4 to the
                 Registration Statement on Form S-3 (Reg. No. 33-61933)).

      4.6        Credit Agreement among the Company, the Subsidiary
                 Guarantors, the Lenders defined therein and The Chase
                 Manhattan Bank, N.A. dated as of June 26, 1996, including
                 the form of Notes (incorporated by reference to Exhibit
                 No. 4.5 to the Registration Statement on Form S-3;
                 Registration No. 333-06715).

      4.7        1992 Employee Stock Option Plan, as amended.

      5.1        Opinion of Fulbright & Jaworski L.L.P.

     23.1        Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                 5.1).  

     23.2        Consent of Arthur Andersen LLP.

     23.3        Consent of Arthur Andersen LLP, with respect to the
                 financial statements of Prideco, Inc.

     23.4        Consent of Arthur Andersen  LLP, with respect to the
                 financial statements of Tubular Corporation of America.

     24.1        Powers of Attorney (included on Page II-6 of this Registration
                 Statement).
</TABLE>

         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.
[{"type": "S-8", "sequence": "1", "description": "ENERGY VENTURES INC. FORM S-8", "secsgml_size_bytes": 26052}]
{"company-data": {"conformed-name": "ENERGY VENTURES INC /DE/", "cik": "0000032908", "assigned-sic": "3533", "irs-number": "042515019", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13531", "film-number": "96639712"}, "business-address": {"street1": "5 POST OAK PARK", "street2": "STE 1760", "city": "HOUSTON", "state": "TX", "zip": "77027-3415", "phone": "7132978428"}, "mail-address": {"street1": "5 POST OAK PARK", "street2": "STE 1760", "city": "HOUSTON", "state": "TX", "zip": "77027-3415"}}
1
    As filed with the Securities and Exchange Commission on October 4, 1996

                                                 Registration No. 333-__________
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                         __________________________

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         __________________________

                            ENERGY VENTURES, INC.
           (Exact name of registrant as specified in its charter)

               DELAWARE                                       04-2515019
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)
                                                       
      5 POST OAK PARK, SUITE 1760                      
            HOUSTON, TEXAS                                     77027-3415
(Address of Principal Executive Offices)                       (Zip Code)
                        
            ENERGY VENTURES, INC. 1992 EMPLOYEE STOCK OPTION PLAN
  ENERGY VENTURES, INC. EXECUTIVE DEFERRED COMPENSATION STOCK OWNERSHIP PLAN
   ENERGY VENTURES, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION STOCK PLAN
                           (Full title of the plan)

                           BERNARD J. DUROC-DANNER
                            ENERGY VENTURES, INC.
                         5 POST OAK PARK, SUITE 1760
                          HOUSTON, TEXAS  77027-3415
                   (Name and address of agent for service)

                                (713) 297-8400
        (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(1)              price(1)               fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value . . .      1,000,000 shares(2)         $ 40.00               $40,000,000             $12,122
================================================================================================================================
(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 October 2,
         1996.

(2)      Includes an indeterminable number of shares of Common Stock issuable
         as a result of the anti-dilution provisions of the 1992 Employee Stock
         Option Plan.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents are hereby incorporated by reference in
this Registration Statement:

            1.      The Annual Report on Form 10-K of Energy Ventures, Inc., a
Delaware corporation (the "Registrant"), for the fiscal year ended December 31,
1995;

            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 Current Report on Form 8-K dated July 13,
1995, as amended by the Current Report on Form 8-K/A dated August 17, 1995, as
amended by Amendment No. 2 to the Form 8-K/A dated May 7, 1996;

            5.      The Registrant's Current Report on Form 8-K dated June 24,
1996;

            6.      The Registrant's Current Report on Form 8-K dated July 18,
1996;

            7.      The Registrant's Current Report on Form 8-K dated August 5,
1996;

            8.      The Registrant's Current Report on Form 8-K dated 
August 21, 1996;

            9.      The Registrant's Current Report on Form 8-K dated 
October 2, 1996;

            10.     The description of the Registrant's common stock, $1.00 par
value (the "Common Stock"), contained in a registration statement on Form 8-A
(filed on May 19, 1994) and as amended by a registration statement on Form S-3
(Registration No. 333-12367), including any amendment or report filed for the
purpose of updating such description.

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

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

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

            Certain legal matters in connection with the securities registered
hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P.,
Houston, Texas.  Uriel E. Dutton, a director of the Registrant, is a partner in
the firm of Fulbright & Jaworski L.L.P.  Mr. Dutton currently holds options to
purchase 30,000 shares of Common Stock, which options were granted to him
pursuant to the Registrant's Non-Employee Director Stock Option Plan.

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.

            Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law.  Messrs. David J.
Butters, Eliot M. Fried and Robert B. Millard, employees of Lehman Brothers
Inc. ("Lehman Brothers"), constitute three of the eight members of the Board of
Directors of the Registrant.  Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters, Fried and
Millard, in their capacity as directors of the Registrant, are to be
indemnified by Lehman Brothers and Holdings to the fullest extent permitted by
Delaware law.  Messrs. Butters, Fried and Millard are serving as directors of
the Registrant at the request of Lehman Brothers and Holdings.

            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.
Messrs. Butters, Fried and Millard are insured

                                     II-2
4
against certain liabilities which they may incur in their capacity as directors
pursuant to insurance maintained by Holdings.

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 No. 3.1 to the
                    Registration Statement on Form S-3 (Reg. No. 333-03407)).

            4.2     By-laws of the Registrant, as amended (incorporated by
                    reference to Exhibit No. 3.2 to Form 10-K, File 0-7265,
                    filed March 1, 1994).

            4.3     Indenture dated March 15, 1994, among the Registrant, as
                    Issuer, the Subsidiary Guarantors party thereto, as
                    Guarantors, and Chemical Bank, as Trustee (incorporated by
                    reference to Form 8-K, File 0-7265, filed April 5, 1994).

            4.4     Specimen 10 1/4% Senior Note due 2004 of the Registrant
                    (incorporated by reference to Form 8-K, File 0-7265, filed
                    April 5, 1994).

            4.5     First Supplemental Indenture by and among the Registrant,
                    Prideco, Inc. and Chemical Bank, as trustee, dated June 30,
                    1995 (incorporated by reference to Exhibit No. 4.4 to the
                    Registration Statement on Form S-3 (Reg. No. 33-61933)).

            4.6     Credit Agreement among the Company, the Subsidiary
                    Guarantors, the Lenders defined therein and The Chase
                    Manhattan Bank, N.A. dated as of June 26, 1996, including
                    the form of Notes (incorporated by reference to Exhibit No.
                    4.5 to the Registration Statement on Form S-3; Registration
                    No. 333-06715).

            4.7     1992 Employee Stock Option Plan, as amended.

            5.1     Opinion of Fulbright & Jaworski L.L.P.

           23.1     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                    5.1).

           23.2     Consent of Arthur Andersen LLP.

           23.3     Consent of Arthur Andersen LLP, with respect to the
                    financial statements of Prideco, Inc.

           23.3     Consent of Arthur Andersen LLP, with respect to the
                    financial statements of Tubular Corporation of America.

                                     II-3
5
            24.1     Powers of Attorney (included on Page II-6 of this
                     Registration Statement).

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

ITEM 9.     UNDERTAKINGS.

            The undersigned Registrant hereby undertakes:

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

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

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

            (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

            (2)     That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                     II-4
6
            (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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                     II-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 October 3, 1996.

                                       ENERGY VENTURES, INC.

                                       By:    /s/ Bernard J. Duroc-Danner      
                                          --------------------------------------
                                                 Bernard J. Duroc-Danner
                                               President, Chief Executive
                                                  Officer and Director
                                              (Principal Executive Officer)

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and James G.
Kiley, 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.
Signature                                     Title                                   Date
               ---------                                     -----                                   ----
/s/ Bernard J. Duroc-Danner             President, Chief Executive Officer               October 3, 1996
 ------------------------------------                    and Director                                         
        Bernard J. Duroc-Danner                  (Principal Executive Officer)

 
         /s/ James G. Kiley                  Vice President and Chief Financial               October 3, 1996
 ------------------------------------                      Officer                                            
            James G. Kiley                       (Principal Financial Officer)
                                                                              

         /s/ Frances R. Powell                  Vice President, Accounting and                 October 3, 1996
 ------------------------------------                     Controller                                          
           Frances R. Powell                    (Principal Accounting Officer)
8
/s/ David J. Butters                            Director and                          October 3, 1996
 ------------------------------------                Chairman of the Board                                    
           David J. Butters                                               

          /s/ Uriel E. Dutton                              Director                            October 3, 1996
 ------------------------------------                                                                         
            Uriel E. Dutton

          /s/ Eliot M. Fried                               Director                            October 3, 1996
 ------------------------------------                                                                         
            Eliot M. Fried

         /s/ Sheldon S. Gordon                             Director                            October 3, 1996
 ------------------------------------                                                                         
           Sheldon S. Gordon

         /s/ Sheldon B. Lubar                              Director                            October 3, 1996
 ------------------------------------                                                                         
           Sheldon B. Lubar

         /s/ Robert B. Millard                             Director                            October 3, 1996
 ------------------------------------                                                                         
           Robert B. Millard

 
          /s/ Robert A. Rayne                              Director                            October 3, 1996
 ------------------------------------                                                                         
            Robert A. Rayne
II-7
9
                                 EXHIBIT INDEX
Exhibit                                                                         Page
     Number                              Description                                Number
     -------    ----------------------------------------------------------------    -----
4.1        Restated Certificate of Incorporation (incorporated by
                 reference to Exhibit No. 3.1 to the Registration Statement on
                 Form S-3 (Reg. No. 333-03407)).

      4.2        By-laws of the Registrant, as amended (incorporated by
                 reference to Exhibit No. 3.2 to Form 10-K, File 0-7265, filed
                 March 1, 1994).

      4.3        Indenture dated March 15, 1994, among the Registrant,
                 as Issuer, the Subsidiary Guarantors party thereto, as
                 Guarantors, and Chemical Bank, as Trustee (incorporated by
                 reference to Form 8-K, File 0-7265, filed April 5, 1994).

      4.4        Specimen 10 1/4% Senior Note due 2004 of the Registrant
                 (incorporated by reference to Form 8-K, File 0-7265, filed
                 April 5, 1994).

      4.5        First Supplemental Indenture by and among the Registrant,
                 Prideco, Inc. and Chemical Bank, as trustee, dated June 30,
                 1995 (incorporated by reference to  Exhibit No. 4.4 to the
                 Registration Statement on Form S-3 (Reg. No. 33-61933)).

      4.6        Credit Agreement among the Company, the Subsidiary
                 Guarantors, the Lenders defined therein and The Chase
                 Manhattan Bank, N.A. dated as of June 26, 1996, including
                 the form of Notes (incorporated by reference to Exhibit
                 No. 4.5 to the Registration Statement on Form S-3;
                 Registration No. 333-06715).

      4.7        1992 Employee Stock Option Plan, as amended.

      5.1        Opinion of Fulbright & Jaworski L.L.P.

     23.1        Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                 5.1).  

     23.2        Consent of Arthur Andersen LLP.

     23.3        Consent of Arthur Andersen LLP, with respect to the
                 financial statements of Prideco, Inc.

     23.4        Consent of Arthur Andersen  LLP, with respect to the
                 financial statements of Tubular Corporation of America.

     24.1        Powers of Attorney (included on Page II-6 of this Registration
                 Statement).
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on consolidated basis. The Registrant agrees to furnish a copy
of any such agreements to the Securities and Exchange Commission upon request.