<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2002.
                                                           REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            TETRA TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                                              74-2148293
(STATE OR OTHER JURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                                25025 I-45 NORTH
                           THE WOODLANDS, TEXAS 77380
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                           NON-QUALIFIED STOCK OPTION
                           (FULL TITLES OF THE PLANS)

                              BASS C. WALLACE, JR.
                                 GENERAL COUNSEL
                                25025 I-45 NORTH
                           THE WOODLANDS, TEXAS 77380
                                 (713) 367-1983
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    COPY TO:
                                JEFFREY R. HARDER
                             ANDREWS & KURTH L.L.P.
                     10001 WOODLOCH FOREST DRIVE, SUITE 200
                           THE WOODLANDS, TEXAS 77380
                                 (713) 220-4801

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

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
===============================================================================================================
                                                           PROPOSED
                                                           MAXIMUM        PROPOSED MAXIMUM
                                        AMOUNT TO BE    OFFERING PRICE       AGGREGATE           AMOUNT OF
 TITLE OF PLAN TO BE REGISTERED         REGISTERED(1)     PER SHARE        OFFERING PRICE     REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>              <C>                  <C>
   Non-Qualified Stock Option             199,484           $10.19           $2,032,742           $187.01
===============================================================================================================
(1)  Pursuant to Rule 416 of the Securities Act, this number includes an indeterminate number of additional shares that may be
     issued under the above-referenced Non-Qualified Stock Option as a result of anti-dilution provisions, stock splits, stock
     dividends or similar transactions.
</Table>
<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended, (the "Securities Act"). These documents
and the documents incorporated herein by reference pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428 (b) or
additional information about the Plans are available without charge by
contacting: Secretary, TETRA Technologies, Inc., 25025 I-45 North, The
Woodlands, Texas 77380, (713) 367-1983.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         TETRA Technologies, Inc. (the "Company") incorporates herein by
reference the following documents, as filed with the Securities and Exchange
Commission (the "Commission"), as of their respective filing dates:

                (a) The Company's Annual Report on Form 10-K (File No. 0-18335)
         for the fiscal year ended December 31, 2000;

                (b) The Company's Quarterly Reports on Form 10-Q (File No.
         0-18335) for the quarters ended March 31, June 30 and September 30,
         2001; and

                (c) The description of the Company's common stock, par value
         $0.01 per share, contained in the Company's registration statement on
         Form 8-A filed with the Commission on October 6, 1997 (File No.
         0-18335), including any amendments and reports filed for the purpose of
         updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such 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 such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
the registration statement and the prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the registration
statement or the prospectus.

<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
registration statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been made to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145. Section 102(b)(7) of the General Corporation
Law of the State of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

                                      II-2
<PAGE>
         The Company's Certificate of Incorporation contains a provision
permitted by Delaware law that generally eliminates the personal liability of
directors for monetary damages for breaches of their fiduciary duty, including
breaches involving negligence or gross negligence in business combinations,
unless the director has breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or a knowing violation of law, paid a
dividend or approved a stock repurchase in violation of the Delaware General
Corporation Law or obtained an improper personal benefit. This provision does
not alter a director's liability under the federal securities laws. Also, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.

         The Company's Bylaws also provide that directors and officers shall be
indemnified against liabilities arising from their service as directors or
officers to the fullest extent permitted by law, which generally requires that
the individual act in good faith and in a manner he or she reasonably believes
to be in or not opposed to the Company's best interests.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

           5.1          Opinion of Andrews & Kurth L.L.P.
          23.1          Consent of Ernst & Young LLP
          23.2          Consent of Andrews & Kurth L.L.P. (included in Exhibit
                        5.1)
          24.1          Power of Attorney (included in Part II of the
                        Registration Statement)
          99.1          Non-Qualified Stock Option Agreement between TETRA
                        Technologies, Inc. and Allen McInnes dated April 1, 1996
                        (filed as Exhibit 10.7 to the Company's Annual Report on
                        Form 10-K for year ended December 31, 2000 and
                        incorporated herein by reference)
          99.2          Amendment to Nonqualified Stock Option Agreement
                        effective December 11, 1998 with Allen T. McInnes (filed
                        as Exhibit 10.8 to the Company's Annual Report on Form
                        10-K for the year ended December 31, 1999 and
                        incorporated herein by reference)

ITEM 9.  UNDERTAKINGS.

         (a)      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;

                           (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
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in this registration statement;

                                      II-3
<PAGE>
                           (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 (a)(1)(i) and (a)(1)(ii) above do
              not apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed by the Company pursuant to Section 13 or
              Section 15(d) of the Exchange Act that are incorporated by
              reference in the registration statement.

                  (2)  That, for the purpose of determining any liability under
              the Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, 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.

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

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.






                                      II-4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Woodlands, State of Texas, on the 18th day of March,
2002.

                                       TETRA TECHNOLOGIES, INC.

                                       By: /s/ Geoffrey M. Hertel
                                          --------------------------------------
                                           Geoffrey M. Hertel
                                           President and Chief Operating Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of TETRA Technologies, Inc. (the "Company") hereby constitutes and
appoints Geoffery M. Hertel and Bass C. Wallace, Jr., or either of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.



<PAGE>
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

           SIGNATURE                       TITLE                      DATE

   /s/ J. Taft Symonds                 Chairman of the            March 18, 2002
-----------------------------         Board of Directors
       J. Taft Symonds


  /s/ Geoffrey M. Hertel          President, Chief Operating      March 18, 2002
-----------------------------        Officer and Director
      Geoffrey M. Hertel         (Principal ExecutiveOfficer)

   /s/ Joseph M. Abell             Chief Financial Officer        March 18, 2002
-----------------------------    (Principal Financial Officer)
       Joseph M. Abell

   /s/ Bruce A. Cobb                     Treasurer                March 18, 2002
-----------------------------   (Principal Accounting Officer)
       Bruce A. Cobb

  /s/ Hoyt Ammidon, Jr.                   Director                March 18, 2002
-----------------------------
      Hoyt Ammidon, Jr.

 /s/ Ralph S. Cunningham                  Director                March 18, 2002
-----------------------------
     Ralph S. Cunningham

  /s/ Tom H. Delimitros                   Director                March 18, 2002
-----------------------------
      Tom H. Delimitros

  /s/ Allen T. McInnes                    Director                March 18, 2002
-----------------------------
      Allen T. McInnes

 /s/ Kenneth P. Mitchell                  Director                March 18, 2002
-----------------------------
     Kenneth P. Mitchell

   /s/ Paul D. Coombs                     Director                March 18, 2002
-----------------------------
       Paul D. Coombs


                                  EXHIBIT INDEX

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

           5.1*         Opinion of Andrews & Kurth L.L.P.
          23.1*         Consent of Ernst & Young LLP
          23.2*         Consent of Andrews & Kurth L.L.P. (included in Exhibit
                        5.1)
          24.1*         Power of Attorney (included in Part II of the
                        Registration Statement)
          99.1          Non-Qualified Stock Option Agreement between TETRA
                        Technologies, Inc. and Allen McInnes dated April 1, 1996
                        (filed as Exhibit 10.7 to the Company's Annual Report on
                        Form 10-K for year ended December 31, 2000 and
                        incorporated herein by reference)
          99.2          Amendment to Nonqualified Stock Option Agreement
                        effective December 11, 1998 with Allen T. McInnes (filed
                        as Exhibit 10.8 to the Company's Annual Report on Form
                        10-K for the year ended December 31, 1999 and
                        incorporated herein by reference)


         * Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "h95069s-8.txt", "description": "TETRA TECHNOLOGIES INC", "secsgml_size_bytes": 22828}]
{"company-data": {"conformed-name": "TETRA TECHNOLOGIES INC", "cik": "0000844965", "assigned-sic": "2810", "irs-number": "742148293", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84444", "film-number": "02577578"}, "business-address": {"street1": "25025 I-45N", "city": "THE WOODLANDS", "state": "TX", "zip": "77380", "phone": "2813671983"}, "mail-address": {"street1": "25025 I-45 NORTH", "city": "THE WOODLANDS", "state": "TX", "zip": "77380"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2002.
                                                           REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            TETRA TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                                              74-2148293
(STATE OR OTHER JURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                                25025 I-45 NORTH
                           THE WOODLANDS, TEXAS 77380
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                           NON-QUALIFIED STOCK OPTION
                           (FULL TITLES OF THE PLANS)

                              BASS C. WALLACE, JR.
                                 GENERAL COUNSEL
                                25025 I-45 NORTH
                           THE WOODLANDS, TEXAS 77380
                                 (713) 367-1983
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    COPY TO:
                                JEFFREY R. HARDER
                             ANDREWS & KURTH L.L.P.
                     10001 WOODLOCH FOREST DRIVE, SUITE 200
                           THE WOODLANDS, TEXAS 77380
                                 (713) 220-4801

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

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                           PROPOSED
                                                           MAXIMUM        PROPOSED MAXIMUM
                                        AMOUNT TO BE    OFFERING PRICE       AGGREGATE           AMOUNT OF
 TITLE OF PLAN TO BE REGISTERED         REGISTERED(1)     PER SHARE        OFFERING PRICE     REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
Non-Qualified Stock Option             199,484           $10.19           $2,032,742           $187.01
===============================================================================================================
(1)  Pursuant to Rule 416 of the Securities Act, this number includes an indeterminate number of additional shares that may be
     issued under the above-referenced Non-Qualified Stock Option as a result of anti-dilution provisions, stock splits, stock
     dividends or similar transactions.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended, (the "Securities Act"). These documents
and the documents incorporated herein by reference pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428 (b) or
additional information about the Plans are available without charge by
contacting: Secretary, TETRA Technologies, Inc., 25025 I-45 North, The
Woodlands, Texas 77380, (713) 367-1983.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         TETRA Technologies, Inc. (the "Company") incorporates herein by
reference the following documents, as filed with the Securities and Exchange
Commission (the "Commission"), as of their respective filing dates:

                (a) The Company's Annual Report on Form 10-K (File No. 0-18335)
         for the fiscal year ended December 31, 2000;

                (b) The Company's Quarterly Reports on Form 10-Q (File No.
         0-18335) for the quarters ended March 31, June 30 and September 30,
         2001; and

                (c) The description of the Company's common stock, par value
         $0.01 per share, contained in the Company's registration statement on
         Form 8-A filed with the Commission on October 6, 1997 (File No.
         0-18335), including any amendments and reports filed for the purpose of
         updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such 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 such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
the registration statement and the prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the registration
statement or the prospectus.
ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
registration statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been made to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145. Section 102(b)(7) of the General Corporation
Law of the State of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.

                                      II-2
The Company's Certificate of Incorporation contains a provision
permitted by Delaware law that generally eliminates the personal liability of
directors for monetary damages for breaches of their fiduciary duty, including
breaches involving negligence or gross negligence in business combinations,
unless the director has breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or a knowing violation of law, paid a
dividend or approved a stock repurchase in violation of the Delaware General
Corporation Law or obtained an improper personal benefit. This provision does
not alter a director's liability under the federal securities laws. Also, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.

         The Company's Bylaws also provide that directors and officers shall be
indemnified against liabilities arising from their service as directors or
officers to the fullest extent permitted by law, which generally requires that
the individual act in good faith and in a manner he or she reasonably believes
to be in or not opposed to the Company's best interests.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

           5.1          Opinion of Andrews & Kurth L.L.P.
          23.1          Consent of Ernst & Young LLP
          23.2          Consent of Andrews & Kurth L.L.P. (included in Exhibit
                        5.1)
          24.1          Power of Attorney (included in Part II of the
                        Registration Statement)
          99.1          Non-Qualified Stock Option Agreement between TETRA
                        Technologies, Inc. and Allen McInnes dated April 1, 1996
                        (filed as Exhibit 10.7 to the Company's Annual Report on
                        Form 10-K for year ended December 31, 2000 and
                        incorporated herein by reference)
          99.2          Amendment to Nonqualified Stock Option Agreement
                        effective December 11, 1998 with Allen T. McInnes (filed
                        as Exhibit 10.8 to the Company's Annual Report on Form
                        10-K for the year ended December 31, 1999 and
                        incorporated herein by reference)

ITEM 9.  UNDERTAKINGS.

         (a)      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;

                           (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
                      thereof) which, individually or in the aggregate,
                      represent a fundamental change in the information set
                      forth in this registration statement;

                                      II-3
(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 (a)(1)(i) and (a)(1)(ii) above do
              not apply if the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed by the Company pursuant to Section 13 or
              Section 15(d) of the Exchange Act that are incorporated by
              reference in the registration statement.

                  (2)  That, for the purpose of determining any liability under
              the Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, 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.

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

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Woodlands, State of Texas, on the 18th day of March,
2002.

                                       TETRA TECHNOLOGIES, INC.

                                       By: /s/ Geoffrey M. Hertel
                                          --------------------------------------
                                           Geoffrey M. Hertel
                                           President and Chief Operating Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of TETRA Technologies, Inc. (the "Company") hereby constitutes and
appoints Geoffery M. Hertel and Bass C. Wallace, Jr., or either of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

           SIGNATURE                       TITLE                      DATE

   /s/ J. Taft Symonds                 Chairman of the            March 18, 2002
-----------------------------         Board of Directors
       J. Taft Symonds

  /s/ Geoffrey M. Hertel          President, Chief Operating      March 18, 2002
-----------------------------        Officer and Director
      Geoffrey M. Hertel         (Principal ExecutiveOfficer)

   /s/ Joseph M. Abell             Chief Financial Officer        March 18, 2002
-----------------------------    (Principal Financial Officer)
       Joseph M. Abell

   /s/ Bruce A. Cobb                     Treasurer                March 18, 2002
-----------------------------   (Principal Accounting Officer)
       Bruce A. Cobb

  /s/ Hoyt Ammidon, Jr.                   Director                March 18, 2002
-----------------------------
      Hoyt Ammidon, Jr.

 /s/ Ralph S. Cunningham                  Director                March 18, 2002
-----------------------------
     Ralph S. Cunningham

  /s/ Tom H. Delimitros                   Director                March 18, 2002
-----------------------------
      Tom H. Delimitros

  /s/ Allen T. McInnes                    Director                March 18, 2002
-----------------------------
      Allen T. McInnes

 /s/ Kenneth P. Mitchell                  Director                March 18, 2002
-----------------------------
     Kenneth P. Mitchell

   /s/ Paul D. Coombs                     Director                March 18, 2002
-----------------------------
       Paul D. Coombs

                                  EXHIBIT INDEX

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

           5.1*         Opinion of Andrews & Kurth L.L.P.
          23.1*         Consent of Ernst & Young LLP
          23.2*         Consent of Andrews & Kurth L.L.P. (included in Exhibit
                        5.1)
          24.1*         Power of Attorney (included in Part II of the
                        Registration Statement)
          99.1          Non-Qualified Stock Option Agreement between TETRA
                        Technologies, Inc. and Allen McInnes dated April 1, 1996
                        (filed as Exhibit 10.7 to the Company's Annual Report on
                        Form 10-K for year ended December 31, 2000 and
                        incorporated herein by reference)
          99.2          Amendment to Nonqualified Stock Option Agreement
                        effective December 11, 1998 with Allen T. McInnes (filed
                        as Exhibit 10.8 to the Company's Annual Report on Form
                        10-K for the year ended December 31, 1999 and
                        incorporated herein by reference)

         * Filed herewith