<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 2002.

                                                     REGISTRATION NO. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            T-3 ENERGY SERVICES, INC.
             (Exact name of registrant as specified in its charter)

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

           DELAWARE                                              76-0697390
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                       13111 NORTHWEST FREEWAY, SUITE 500
                              HOUSTON, TEXAS 77040
                    (Address of Principal Executive Offices)

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

                            T-3 ENERGY SERVICES, INC.
                            2002 STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

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


    Name, Address and Telephone                   Copy of Communications to:
   Number of Agent for Service:

      MICHAEL L. STANSBERRY                               CHRIS A. FERAZZI
13111 NORTHWEST FREEWAY, SUITE 500                    PORTER & HEDGES, L.L.P.
       HOUSTON, TEXAS 77040                     700 LOUISIANA STREET, SUITE 3500
         (713) 996-4110                             HOUSTON, TEXAS 77002-2370
                                                           (713) 226-060

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                                PROPOSED MAXIMUM         PROPOSED
                                              AMOUNT TO         OFFERING PRICE     MAXIMUM AGGREGATE         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED(1)     BE REGISTERED(1)     PER SHARE(2)      OFFERING PRICE(2)     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                <C>                   <C>
Common Stock, par value $.001 per share        1,000,000            $6.805             $6,805,000             $626.06
=========================================================================================================================
</TABLE>

 (1)     Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plan.

 (2)     Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee based on the average of the high and low sale
         prices for the Common Stock on the Nasdaq National Market on November
         14, 2002, $6.805.


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

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE

         The following documents previously filed with the Securities and
Exchange Commission by T-3 Energy Services, Inc. are hereby incorporated by
reference:

         o Annual report on Form 10-K for the year ended December 31, 2001,
           filed on March 28, 2002.

         o Quarterly reports on Form 10-Q for the three months ended March 31,
           2002, June 30, 2002 and September 30, 2002 filed on May 13, 2002,
           August 13, 2002 and November 5, 2002, respectively.

         o Current report on Form 8-K filed on June 28, 2002.

         o Current report on Form 8-K and the description of capital stock
           contained therein filed on November 12, 2002.

         All other documents subsequently filed by T-3 Energy Services, Inc.
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this registration statement 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
such documents.

         On June 15, 2002, Arthur Andersen LLP, our former independent auditors,
was convicted of federal obstruction of justice. On June 24, 2002, our Board of
Directors, upon the recommendation of its Audit Committee, engaged Ernst &
Young, LLP as independent auditors and dismissed Arthur Andersen LLP. After
reasonable efforts, we have not been able to obtain the consent of Arthur
Andersen LLP to the incorporation by reference of its audit report dated March
8, 2002 into this registration statement. As permitted under Rule 437a
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
we have not filed the written consent of Arthur Andersen LLP that would
otherwise be required by the Securities Act. Because Arthur Andersen LLP has not
consented to the inclusion of their report in this registration statement, you
may not be able to recover amounts from Arthur Andersen LLP under Section 11(a)
of the Securities Act for any untrue statement of a material fact or any
omission to state a material fact, if any, contained in or omitted from our
financial statements included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, which are incorporated by reference in this
registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits 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, 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.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise provided
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in

                                       2
<PAGE>

the case of criminal actions or proceedings, the person had no reasonable cause
to believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.

         The Certificate of Incorporation and Bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law. The Company's Certificate of Incorporation limits
the personal liability of a director to the Company or its stockholders to
damages for breach of the director's fiduciary duty.

         In addition, in connection with the Company's completion of the merger
with T-3 Energy Services, Inc., a privately held Delaware corporation ("T-3
Private"), on December 17, 2001, the Company is required for a period of four
years after the merger closes to indemnify the present and former officers and
directors of Industrial Holdings, Inc., the predecessor issuer to the Company
("IHI") and T-3 Private to the full extent provided under their existing
charters, as well as under any existing employment agreement, subject to any
limitations imposed by applicable law. As a result of the merger, certain of the
former officers and directors of T-3 Private became officers and directors of
the Company.

         In connection with the T-3 Private merger, the Company is also required
to pay insurance premiums for a period of four years after the merger closes
with respect to any existing IHI and T-3 Private officers' and directors'
insurance policies covering the IHI and T-3 Private officers and directors or
substantially similar policies for those persons under the Company's officers'
and directors' insurance policy.

         The Company's Certificate of Incorporation provides that, as long as
the First Reserve Group (defined below) continues to own at least 20% of the
Company's common stock, the Company renounces any interest or expectancy in any
business opportunity or other matter in which any member of the First Reserve
Group participates or desires or seeks to participate and that involves any
aspect of the energy equipment or services business or industry unless (1) it
was presented to a member of the First Reserve Group in that person's capacity
as a director or officer of the Company, or (2) the opportunity was identified
solely through the disclosure of information by or on behalf of the Company. The
Company's Certificate of Incorporation also provides that no member of the First
Reserve Group will have any obligation to communicate or offer any renounced
opportunity to the Company and each member of the First Reserve Group will be
free to pursue or reject any renounced opportunity. The "First Reserve Group"
includes First Reserve Fund VIII, L.P., First Reserve Corporation and any of
their respective officers, directors, employees, subsidiaries and affiliates
(including any private equity fund managed by First Reserve Corporation or its
affiliates), other than the Company and its subsidiaries.

         The provisions of the Company's Certificate of Incorporation renouncing
business opportunities may be amended only by an affirmative vote of holders of
at least 80% of the Company's outstanding common stock

         The above discussion of the Company's Certificate of Incorporation and
Bylaws and the DGCL is not intended to be exhaustive and is qualified in its
entirety by such Certificate, Bylaws and statute.

         The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.

ITEM 8.           EXHIBITS

 EXHIBIT
   NO.                             DESCRIPTION
 -------                           -----------
  *4.1     T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as amended and
           restated effective July 30, 2002.

  *5.1     Opinion of Porter & Hedges, L.L.P. with respect to the legality of
           the securities.

 *23.1     Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

 *24.1     Power of Attorney (included on signature page of this registration
           statement).

-----------------
* Filed herewith.

                                       3
<PAGE>


ITEM 9.          UNDERTAKINGS

         (a)     Undertaking to Update

                 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, as amended (the "Securities Act");

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

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

        provided, however, that paragraphs (a)(1)(i) and (a)(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 Commission by the Registrant pursuant to Section 13 or
        15(d) of the Securities Exchange Act of 1934, as amended (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)     Undertaking With Respect to Documents Incorporated by Reference

        The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act, each filing of the
        Registrant's annual report pursuant to section 13(a) or section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Exchange
        Act) that is incorporated by reference in the 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)     Undertaking With Respect to Indemnification

        Insofar as indemnification for liabilities arising under the Securities
        Act 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 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 and will be governed by the final adjudication of such
        issue.

                                       4

<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 14th day of
November, 2002.

                                    T-3 ENERGY SERVICES, INC.


                                    By: /s/ Michael L. Stansberry
                                       -------------------------------------
                                        Michael L. Stansberry,
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael L. Stansberry and Steven J. Brading, and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, 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, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.

<Table>
<Caption>
              SIGNATURE                                         TITLE                                 DATE
              ---------                                         -----                                 ----
<S>                                       <C>                                                      <C>
     /s/ Michael L. Stansberry            President, Chief Executive Officer and Director         November 14, 2002
----------------------------------        (Principal Executive Officer)
      Michael L. Stansberry

        /s/ Steven J. Brading             Vice President and Chief Financial Officer              November 14, 2002
----------------------------------        (Principal Financial and Accounting Officer)
         Steven J. Brading

          /s/ Joel V. Staff               Chairman of the Board                                   November 14, 2002
----------------------------------
            Joel V. Staff

        /s/ Thomas A. Denison             Director                                                November 14, 2002
----------------------------------
          Thomas A. Denison

        /s/ Joseph R. Edwards             Director                                                November 11, 2002
----------------------------------
          Joseph R. Edwards

          /s/ Ben A. Guill                Director                                                November 14, 2002
----------------------------------
            Ben A. Guill

        /s/ Steven V. Krablin             Director                                                November 8, 2002
----------------------------------
          Steven W. Krablin

        /s/ James M. Tidwell              Director                                                November 14, 2002
----------------------------------
          James M. Tidwell
</Table>

                                       5
<PAGE>


                                INDEX TO EXHIBITS

 EXHIBIT
   NO.                                DESCRIPTION
 -------                              -----------
  *4.1     T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as amended and
           restated effective July 30, 2002.

  *5.1     Opinion of Porter & Hedges, L.L.P. with respect to the legality of
           the securities.

 *23.1     Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

 *24.1     Power of Attorney (included on signature page of this registration
           statement).

-----------------
*  Filed herewith.

                                       6
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{"company-data": {"conformed-name": "T-3 ENERGY SERVICES INC", "cik": "0000879884", "assigned-sic": "3452", "irs-number": "760697390", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101266", "film-number": "02831291"}, "business-address": {"street1": "7135 ARDMORE", "city": "HOUSTON", "state": "TX", "zip": "77054", "phone": "7137471025"}, "mail-address": {"street1": "7135 ARDMORE", "city": "HOUSTON", "state": "TX", "zip": "77054"}, "former-company": {"former-conformed-name": "INDUSTRIAL HOLDINGS INC", "date-changed": "19930328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 2002.

                                                     REGISTRATION NO. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            T-3 ENERGY SERVICES, INC.
             (Exact name of registrant as specified in its charter)

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

           DELAWARE                                              76-0697390
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                       13111 NORTHWEST FREEWAY, SUITE 500
                              HOUSTON, TEXAS 77040
                    (Address of Principal Executive Offices)

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

                            T-3 ENERGY SERVICES, INC.
                            2002 STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

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

    Name, Address and Telephone                   Copy of Communications to:
   Number of Agent for Service:

      MICHAEL L. STANSBERRY                               CHRIS A. FERAZZI
13111 NORTHWEST FREEWAY, SUITE 500                    PORTER & HEDGES, L.L.P.
       HOUSTON, TEXAS 77040                     700 LOUISIANA STREET, SUITE 3500
         (713) 996-4110                             HOUSTON, TEXAS 77002-2370
                                                           (713) 226-060

                         CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED MAXIMUM         PROPOSED
                                              AMOUNT TO         OFFERING PRICE     MAXIMUM AGGREGATE         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED(1)     BE REGISTERED(1)     PER SHARE(2)      OFFERING PRICE(2)     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share        1,000,000            $6.805             $6,805,000             $626.06
=========================================================================================================================
(1)     Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plan.

 (2)     Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee based on the average of the high and low sale
         prices for the Common Stock on the Nasdaq National Market on November
         14, 2002, $6.805.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE

         The following documents previously filed with the Securities and
Exchange Commission by T-3 Energy Services, Inc. are hereby incorporated by
reference:

         o Annual report on Form 10-K for the year ended December 31, 2001,
           filed on March 28, 2002.

         o Quarterly reports on Form 10-Q for the three months ended March 31,
           2002, June 30, 2002 and September 30, 2002 filed on May 13, 2002,
           August 13, 2002 and November 5, 2002, respectively.

         o Current report on Form 8-K filed on June 28, 2002.

         o Current report on Form 8-K and the description of capital stock
           contained therein filed on November 12, 2002.

         All other documents subsequently filed by T-3 Energy Services, Inc.
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this registration statement 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
such documents.

         On June 15, 2002, Arthur Andersen LLP, our former independent auditors,
was convicted of federal obstruction of justice. On June 24, 2002, our Board of
Directors, upon the recommendation of its Audit Committee, engaged Ernst &
Young, LLP as independent auditors and dismissed Arthur Andersen LLP. After
reasonable efforts, we have not been able to obtain the consent of Arthur
Andersen LLP to the incorporation by reference of its audit report dated March
8, 2002 into this registration statement. As permitted under Rule 437a
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
we have not filed the written consent of Arthur Andersen LLP that would
otherwise be required by the Securities Act. Because Arthur Andersen LLP has not
consented to the inclusion of their report in this registration statement, you
may not be able to recover amounts from Arthur Andersen LLP under Section 11(a)
of the Securities Act for any untrue statement of a material fact or any
omission to state a material fact, if any, contained in or omitted from our
financial statements included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, which are incorporated by reference in this
registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits 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, 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.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise provided
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in

                                       2
the case of criminal actions or proceedings, the person had no reasonable cause
to believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.

         The Certificate of Incorporation and Bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law. The Company's Certificate of Incorporation limits
the personal liability of a director to the Company or its stockholders to
damages for breach of the director's fiduciary duty.

         In addition, in connection with the Company's completion of the merger
with T-3 Energy Services, Inc., a privately held Delaware corporation ("T-3
Private"), on December 17, 2001, the Company is required for a period of four
years after the merger closes to indemnify the present and former officers and
directors of Industrial Holdings, Inc., the predecessor issuer to the Company
("IHI") and T-3 Private to the full extent provided under their existing
charters, as well as under any existing employment agreement, subject to any
limitations imposed by applicable law. As a result of the merger, certain of the
former officers and directors of T-3 Private became officers and directors of
the Company.

         In connection with the T-3 Private merger, the Company is also required
to pay insurance premiums for a period of four years after the merger closes
with respect to any existing IHI and T-3 Private officers' and directors'
insurance policies covering the IHI and T-3 Private officers and directors or
substantially similar policies for those persons under the Company's officers'
and directors' insurance policy.

         The Company's Certificate of Incorporation provides that, as long as
the First Reserve Group (defined below) continues to own at least 20% of the
Company's common stock, the Company renounces any interest or expectancy in any
business opportunity or other matter in which any member of the First Reserve
Group participates or desires or seeks to participate and that involves any
aspect of the energy equipment or services business or industry unless (1) it
was presented to a member of the First Reserve Group in that person's capacity
as a director or officer of the Company, or (2) the opportunity was identified
solely through the disclosure of information by or on behalf of the Company. The
Company's Certificate of Incorporation also provides that no member of the First
Reserve Group will have any obligation to communicate or offer any renounced
opportunity to the Company and each member of the First Reserve Group will be
free to pursue or reject any renounced opportunity. The "First Reserve Group"
includes First Reserve Fund VIII, L.P., First Reserve Corporation and any of
their respective officers, directors, employees, subsidiaries and affiliates
(including any private equity fund managed by First Reserve Corporation or its
affiliates), other than the Company and its subsidiaries.

         The provisions of the Company's Certificate of Incorporation renouncing
business opportunities may be amended only by an affirmative vote of holders of
at least 80% of the Company's outstanding common stock

         The above discussion of the Company's Certificate of Incorporation and
Bylaws and the DGCL is not intended to be exhaustive and is qualified in its
entirety by such Certificate, Bylaws and statute.

         The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.

ITEM 8.           EXHIBITS

 EXHIBIT
   NO.                             DESCRIPTION
 -------                           -----------
  *4.1     T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as amended and
           restated effective July 30, 2002.

  *5.1     Opinion of Porter & Hedges, L.L.P. with respect to the legality of
           the securities.

 *23.1     Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

 *24.1     Power of Attorney (included on signature page of this registration
           statement).

-----------------
* Filed herewith.

                                       3
ITEM 9.          UNDERTAKINGS

         (a)     Undertaking to Update

                 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, as amended (the "Securities Act");

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

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

        provided, however, that paragraphs (a)(1)(i) and (a)(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 Commission by the Registrant pursuant to Section 13 or
        15(d) of the Securities Exchange Act of 1934, as amended (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)     Undertaking With Respect to Documents Incorporated by Reference

        The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act, each filing of the
        Registrant's annual report pursuant to section 13(a) or section 15(d) of
        the Exchange Act (and, where applicable, each filing of an employee
        benefit plan's annual report pursuant to Section 15(d) of the Exchange
        Act) that is incorporated by reference in the 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)     Undertaking With Respect to Indemnification

        Insofar as indemnification for liabilities arising under the Securities
        Act 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 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 and will be governed by the final adjudication of such
        issue.

                                       4
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 this 14th day of
November, 2002.

                                    T-3 ENERGY SERVICES, INC.

                                    By: /s/ Michael L. Stansberry
                                       -------------------------------------
                                        Michael L. Stansberry,
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael L. Stansberry and Steven J. Brading, and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to this registration statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, 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, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE                                         TITLE                                 DATE
              ---------                                         -----                                 ----
/s/ Michael L. Stansberry            President, Chief Executive Officer and Director         November 14, 2002
----------------------------------        (Principal Executive Officer)
      Michael L. Stansberry

        /s/ Steven J. Brading             Vice President and Chief Financial Officer              November 14, 2002
----------------------------------        (Principal Financial and Accounting Officer)
         Steven J. Brading

          /s/ Joel V. Staff               Chairman of the Board                                   November 14, 2002
----------------------------------
            Joel V. Staff

        /s/ Thomas A. Denison             Director                                                November 14, 2002
----------------------------------
          Thomas A. Denison

        /s/ Joseph R. Edwards             Director                                                November 11, 2002
----------------------------------
          Joseph R. Edwards

          /s/ Ben A. Guill                Director                                                November 14, 2002
----------------------------------
            Ben A. Guill

        /s/ Steven V. Krablin             Director                                                November 8, 2002
----------------------------------
          Steven W. Krablin

        /s/ James M. Tidwell              Director                                                November 14, 2002
----------------------------------
          James M. Tidwell
5
INDEX TO EXHIBITS

 EXHIBIT
   NO.                                DESCRIPTION
 -------                              -----------
  *4.1     T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as amended and
           restated effective July 30, 2002.

  *5.1     Opinion of Porter & Hedges, L.L.P. with respect to the legality of
           the securities.

 *23.1     Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

 *24.1     Power of Attorney (included on signature page of this registration
           statement).

-----------------
*  Filed herewith.

                                       6