<PAGE>   1

    As filed with the Securities and Exchange Commission on June 12, 1997
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            CAMCO INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                               13-3517570
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

            7030 ARDMORE
           HOUSTON, TEXAS                                            77054
(Address of Principal Executive Offices)                          (Zip Code)
                   

           1997 LONG-TERM INCENTIVE PLAN OF CAMCO INTERNATIONAL INC.
CAMCO INTERNATIONAL INC. AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE
                                   DIRECTORS
      PRODUCTION OPERATORS CORP 1980 LONG-TERM INCENTIVE PLAN, AS AMENDED
      PRODUCTION OPERATORS CORP 1992 LONG-TERM INCENTIVE PLAN, AS AMENDED
                           (Full title of the plans)

                            RONALD R. RANDALL, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            CAMCO INTERNATIONAL INC.
                                  7030 ARDMORE
                              HOUSTON, TEXAS 77054
                    (Name and address of agent for service)

                                 (713) 747-4000
         (Telephone number, including area code, of agent for service)
                         --------------------------

                                With Copy to:
                               Curtis W. Huff
                         Fulbright & Jaworski L.L.P.
                          1301 McKinney, Suite 5100
                          Houston, Texas 77010-3095
                               (713) 651-5151

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

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                  Proposed maximum        Proposed maximum        Amount of
      Title of securities to be            Amount to be          offering price per      aggregate offering     registration
             registered                     registered                share(1)                price(1)               fee
------------------------------------------------------------------------------------------------------------------------------
 <S>                                       <C>                           <C>                      <C>                 <C>
 Common Stock, $.01 par value  . .          2,147,799(2)               $52.625              $113,027,923           $34,251
------------------------------------------------------------------------------------------------------------------------------
 Rights to Purchase Shares of
 Common Stock  . . . . . . . . . .          2,147,799(2)
==============================================================================================================================
</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 June 10,
         1997.
(2)      Includes (i) 1,500,000 shares of Common Stock and accompanying Rights
         issuable pursuant to the 1997 Long-Term Incentive Plan, (ii) 150,000
         shares of Common Stock and accompanying Rights issuable pursuant to
         the Amended and Restated Stock Option Plan for Nonemployee Directors,
         (iii) 88,888 shares of Common Stock and accompanying Rights issuable
         pursuant to the Production Operators Corp 1980 Long-Term Incentive
         Plan, as amended, (iv) 408,911 shares of Common Stock and accompanying
         Rights issuable pursuant to the Production Operators Corp 1992
         Long-Term Incentive Plan, as amended, and (v) an indeterminable number
         of shares of Common Stock and accompanying Rights issuable as a result
         of the anti-dilution provisions of each of the plans referred to in
         clauses (i) through (iv).
================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

            1.      The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996;

            2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;

            3.      The Registrant's Current Report on Form 8-K dated February
27, 1997;

            4.      The description of the Registrant's common stock, $.01 par
value ("Common Stock"), contained in a registration statement on Form 10, as
filed with the Securities and Exchange Commission on October 21, 1993, and as
amended on November 5, 1993, November 19, 1993, and December 9, 1993, including
any amendment or report filed for the purpose of updating such description; and

            5.      The description of the rights to purchase Common Stock
("Rights") contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on December 19, 1994,
including any amendment or report filed for the purpose of updating such
description.

            All documents filed by the Registrant 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.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.





                                      II-1
<PAGE>   3
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

            The Restated Certificate of Incorporation of the Registrant
contains provisions which eliminate the personal liability of the Registrant's
directors for monetary damages resulting from breaches of their fiduciary duty
other than liability for breaches of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, violations under Section 174 of the General Corporation Law of the State
of Delaware or any transaction from which the director derived an improper
personal benefit.

            Article VIII of the Registrant's By-laws contains detailed
provisions for the indemnification by the Registrant of current and former
directors, officers, employees and agents of the Registrant on terms that have
been derived from Section 145 of the General Corporation Law of the State of
Delaware.

            The Registrant has obtained directors' and officers' liability
insurance that covers certain liabilities and expenses of the Registrant's
directors and officers.  In addition, the Registrant has entered into
indemnification agreements with each of its directors and certain of its
executive officers.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.


ITEM 8.     EXHIBITS.

            4.1     --      Restated Certificate of Incorporation of the
                            Registrant (incorporated by reference to Exhibit
                            3.1 to the Registrant's Annual Report on Form 10-K
                            for the fiscal year ended December 31, 1993).

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





                                      II-2
<PAGE>   4
            4.3     --      Form of Common Stock Certificate (incorporated by
                            reference to Exhibit 4.2 to the Registrant's
                            Registration Statement on Form S-1 (Reg. No.
                            33-70036)).

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

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

            4.6     --      1997 Long-Term Incentive Plan of Camco
                            International Inc.

            4.7     --      Camco International Inc. Amended and Restated Stock
                            Option Plan for Nonemployee Directors (incorporated
                            by reference to Exhibit 10.1 to the Registrant's
                            Quarterly Report on Form 10-Q for the quarter ended
                            June 30, 1996).

            4.8     --      Production Operators Corp 1980 Long-Term Incentive
                            Plan, as amended (incorporated by reference to
                            Exhibit (10)(d) to Production Operators Corp's
                            Annual Report on Form 10-K for the fiscal year
                            ended September 30, 1991).

            4.9     --      Production Operators Corp 1992 Long-Term Incentive
                            Plan, as amended (incorporated by reference to
                            Exhibit (10)(d)(i) to Production Operators Corp's
                            Annual Report on Form 10-K for the fiscal year
                            ended September 30, 1995).

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

            15.1    --      Letter of Arthur Andersen LLP.

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

            23.2    --      Consent of Arthur Andersen LLP with respect to the
                            financial statements of Camco International Inc.

            23.3    --      Consent of Arthur Andersen LLP with respect to the
                            financial statements of Production Operators Corp.

            24.1    --      Powers of Attorney (included on page II-5 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 a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.





                                      II-3
<PAGE>   5
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 registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

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

            (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, 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





                                      II-4
<PAGE>   6
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 June 11, 1997.

                                             CAMCO INTERNATIONAL INC.


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

                               POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
             Signature                                       Title                              Date
             ---------                                       -----                              ----
     <S>                                      <C>                                           <C>
       /s/ GARY D. NICHOLSON                  Chairman of the Board, President and          June 11, 1997
----------------------------------------       Chief Executive Officer (Principal                        
         Gary D. Nicholson                             Executive Officer)         
                                                                                  
        /s/ HERBERT S. YATES                     Senior Vice President-Finance              June 11, 1997
----------------------------------------          and Chief Financial Officer                            
          Herbert S. Yates                       (Principal Financial Officer) 
                                                                               
     /s/ BRUCE F. LONGAKER, JR.                      Vice President-Finance                 June 11, 1997
----------------------------------------            and Corporate Controller                             
       Bruce F. Longaker, Jr.                    (Principal Accounting Officer)
                                                                               
        /s/ HUGH H. GOERNER                                 Director                        June 6, 1997
----------------------------------------                                                                 
          Hugh H. Goerner

        /s/ ROBERT L. HOWARD                                Director                        June 11, 1997
----------------------------------------                                                                 
          Robert L. Howard

       /s/ WILLIAM J. JOHNSON                               Director                        June 11, 1997
----------------------------------------                                                                 
         William J. Johnson

       /s/ WILLIAM A. KRAUSE                                Director                        June 6, 1997
----------------------------------------                                                                 
         William A. Krause

     /s/ CHARLES P. SIESS, JR.                              Director                        June 11, 1997
----------------------------------------                                                                 
       Charles P. Siess, Jr.

       /s/ GILBERT H. TAUSCH                                Director                        June 5, 1997
----------------------------------------                                                                 
         Gilbert H. Tausch
</TABLE>





                                      II-6
<PAGE>   8
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number                                      Description                                     Page Number
--------------                        ----------------------------------------                      -----------
     <S>             <C>
     4.1             Restated Certificate of Incorporation of the Registrant (incorporated by
                     reference to Exhibit 3.1 to the Registrant's Annual Report  on Form 10-K
                     for the fiscal year ended December 31, 1993).
     4.2             By-laws of the Registrant  (incorporated by reference to  Exhibit 3.3 to
                     the    Registrant's   Registration    Statement   on    Form S-1   (Reg.
                     No. 33-70036)).

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

     4.4             Credit  Facility dated December  7, 1993  (incorporated by  reference to
                     Exhibit 10.12  to the  Registrant's  Registration Statement  on Form S-1
                     (Reg. No. 33-70036)).
     4.5             First Amendment to Credit  Facility dated August 29,  1994 (incorporated
                     by reference to Exhibit 10.14 to the Registrant's Registration Statement
                     on Form S-1 (Reg. No. 33-83562)).

     4.6             1997 Long-Term Incentive Plan of Camco International Inc.
     4.7             Camco  International Inc.  Amended  and Restated  Stock Option  Plan for
                     Nonemployee Directors (incorporated by  reference to Exhibit 10.1 to the
                     Registrant's  Quarterly Report on  Form 10-Q for the  quarter ended June
                     30, 1996).

     4.8             Production  Operators Corp  1980  Long-Term Incentive  Plan,  as amended
                     (incorporated by  reference to  Exhibit (10)(d)  to Production Operators
                     Corp's Annual  Report on Form  10-K for the fiscal  year ended September
                     30, 1991).

     4.9             Production  Operators Corp  1992  Long-Term Incentive  Plan,  as amended
                     (incorporated by reference to Exhibit (10)(d)(i) to Production Operators
                     Corp's Annual Report on  Form 10-K for the  fiscal year ended  September
                     30, 1995).
     5.1             Opinion of Fulbright & Jaworski L.L.P.

     15.1            Letter of Arthur Andersen LLP.
     23.1            Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

     23.2            Consent of Arthur Andersen LLP with respect to the financial  statements
                     of Camco International Inc.

     23.3            Consent of Arthur Andersen LLP with respect to the financial  statements
                     of Production Operators Corp.
     24.1            Powers   of  Attorney  (included  on  page  II-5  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 a 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": "CAMCO INTERNATIONAL INC.", "secsgml_size_bytes": 26744}]
{"company-data": {"conformed-name": "CAMCO INTERNATIONAL INC", "cik": "0000913267", "assigned-sic": "3561", "irs-number": "133517570", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29065", "film-number": "97623176"}, "business-address": {"street1": "7030 ARDMORE", "street2": "PO BOX 14484", "city": "HOUSTON", "state": "TX", "zip": "77054", "phone": "7137474000"}}
1

    As filed with the Securities and Exchange Commission on June 12, 1997
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            CAMCO INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                               13-3517570
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

            7030 ARDMORE
           HOUSTON, TEXAS                                            77054
(Address of Principal Executive Offices)                          (Zip Code)
                   

           1997 LONG-TERM INCENTIVE PLAN OF CAMCO INTERNATIONAL INC.
CAMCO INTERNATIONAL INC. AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE
                                   DIRECTORS
      PRODUCTION OPERATORS CORP 1980 LONG-TERM INCENTIVE PLAN, AS AMENDED
      PRODUCTION OPERATORS CORP 1992 LONG-TERM INCENTIVE PLAN, AS AMENDED
                           (Full title of the plans)

                            RONALD R. RANDALL, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            CAMCO INTERNATIONAL INC.
                                  7030 ARDMORE
                              HOUSTON, TEXAS 77054
                    (Name and address of agent for service)

                                 (713) 747-4000
         (Telephone number, including area code, of agent for service)
                         --------------------------

                                With Copy to:
                               Curtis W. Huff
                         Fulbright & Jaworski L.L.P.
                          1301 McKinney, Suite 5100
                          Houston, Texas 77010-3095
                               (713) 651-5151

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

                       CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                  Proposed maximum        Proposed maximum        Amount of
      Title of securities to be            Amount to be          offering price per      aggregate offering     registration
             registered                     registered                share(1)                price(1)               fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value  . .          2,147,799(2)               $52.625              $113,027,923           $34,251
------------------------------------------------------------------------------------------------------------------------------
 Rights to Purchase Shares of
 Common Stock  . . . . . . . . . .          2,147,799(2)
==============================================================================================================================
(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 June 10,
         1997.
(2)      Includes (i) 1,500,000 shares of Common Stock and accompanying Rights
         issuable pursuant to the 1997 Long-Term Incentive Plan, (ii) 150,000
         shares of Common Stock and accompanying Rights issuable pursuant to
         the Amended and Restated Stock Option Plan for Nonemployee Directors,
         (iii) 88,888 shares of Common Stock and accompanying Rights issuable
         pursuant to the Production Operators Corp 1980 Long-Term Incentive
         Plan, as amended, (iv) 408,911 shares of Common Stock and accompanying
         Rights issuable pursuant to the Production Operators Corp 1992
         Long-Term Incentive Plan, as amended, and (v) an indeterminable number
         of shares of Common Stock and accompanying Rights issuable as a result
         of the anti-dilution provisions of each of the plans referred to in
         clauses (i) through (iv).
================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

            1.      The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996;

            2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;

            3.      The Registrant's Current Report on Form 8-K dated February
27, 1997;

            4.      The description of the Registrant's common stock, $.01 par
value ("Common Stock"), contained in a registration statement on Form 10, as
filed with the Securities and Exchange Commission on October 21, 1993, and as
amended on November 5, 1993, November 19, 1993, and December 9, 1993, including
any amendment or report filed for the purpose of updating such description; and

            5.      The description of the rights to purchase Common Stock
("Rights") contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on December 19, 1994,
including any amendment or report filed for the purpose of updating such
description.

            All documents filed by the Registrant 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.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

                                      II-1
3
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

            The Restated Certificate of Incorporation of the Registrant
contains provisions which eliminate the personal liability of the Registrant's
directors for monetary damages resulting from breaches of their fiduciary duty
other than liability for breaches of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, violations under Section 174 of the General Corporation Law of the State
of Delaware or any transaction from which the director derived an improper
personal benefit.

            Article VIII of the Registrant's By-laws contains detailed
provisions for the indemnification by the Registrant of current and former
directors, officers, employees and agents of the Registrant on terms that have
been derived from Section 145 of the General Corporation Law of the State of
Delaware.

            The Registrant has obtained directors' and officers' liability
insurance that covers certain liabilities and expenses of the Registrant's
directors and officers.  In addition, the Registrant has entered into
indemnification agreements with each of its directors and certain of its
executive officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            4.1     --      Restated Certificate of Incorporation of the
                            Registrant (incorporated by reference to Exhibit
                            3.1 to the Registrant's Annual Report on Form 10-K
                            for the fiscal year ended December 31, 1993).

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

                                      II-2
4
            4.3     --      Form of Common Stock Certificate (incorporated by
                            reference to Exhibit 4.2 to the Registrant's
                            Registration Statement on Form S-1 (Reg. No.
                            33-70036)).

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

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

            4.6     --      1997 Long-Term Incentive Plan of Camco
                            International Inc.

            4.7     --      Camco International Inc. Amended and Restated Stock
                            Option Plan for Nonemployee Directors (incorporated
                            by reference to Exhibit 10.1 to the Registrant's
                            Quarterly Report on Form 10-Q for the quarter ended
                            June 30, 1996).

            4.8     --      Production Operators Corp 1980 Long-Term Incentive
                            Plan, as amended (incorporated by reference to
                            Exhibit (10)(d) to Production Operators Corp's
                            Annual Report on Form 10-K for the fiscal year
                            ended September 30, 1991).

            4.9     --      Production Operators Corp 1992 Long-Term Incentive
                            Plan, as amended (incorporated by reference to
                            Exhibit (10)(d)(i) to Production Operators Corp's
                            Annual Report on Form 10-K for the fiscal year
                            ended September 30, 1995).

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

            15.1    --      Letter of Arthur Andersen LLP.

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

            23.2    --      Consent of Arthur Andersen LLP with respect to the
                            financial statements of Camco International Inc.

            23.3    --      Consent of Arthur Andersen LLP with respect to the
                            financial statements of Production Operators Corp.

            24.1    --      Powers of Attorney (included on page II-5 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 a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.

                                      II-3
5
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 registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

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

            (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, 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

                                      II-4
6
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 June 11, 1997.

                                             CAMCO INTERNATIONAL INC.

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

                               POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                       Title                              Date
             ---------                                       -----                              ----
/s/ GARY D. NICHOLSON                  Chairman of the Board, President and          June 11, 1997
----------------------------------------       Chief Executive Officer (Principal                        
         Gary D. Nicholson                             Executive Officer)         
                                                                                  
        /s/ HERBERT S. YATES                     Senior Vice President-Finance              June 11, 1997
----------------------------------------          and Chief Financial Officer                            
          Herbert S. Yates                       (Principal Financial Officer) 
                                                                               
     /s/ BRUCE F. LONGAKER, JR.                      Vice President-Finance                 June 11, 1997
----------------------------------------            and Corporate Controller                             
       Bruce F. Longaker, Jr.                    (Principal Accounting Officer)
                                                                               
        /s/ HUGH H. GOERNER                                 Director                        June 6, 1997
----------------------------------------                                                                 
          Hugh H. Goerner

        /s/ ROBERT L. HOWARD                                Director                        June 11, 1997
----------------------------------------                                                                 
          Robert L. Howard

       /s/ WILLIAM J. JOHNSON                               Director                        June 11, 1997
----------------------------------------                                                                 
         William J. Johnson

       /s/ WILLIAM A. KRAUSE                                Director                        June 6, 1997
----------------------------------------                                                                 
         William A. Krause

     /s/ CHARLES P. SIESS, JR.                              Director                        June 11, 1997
----------------------------------------                                                                 
       Charles P. Siess, Jr.

       /s/ GILBERT H. TAUSCH                                Director                        June 5, 1997
----------------------------------------                                                                 
         Gilbert H. Tausch
II-6
8
                                 EXHIBIT INDEX
Exhibit Number                                      Description                                     Page Number
--------------                        ----------------------------------------                      -----------
4.1             Restated Certificate of Incorporation of the Registrant (incorporated by
                     reference to Exhibit 3.1 to the Registrant's Annual Report  on Form 10-K
                     for the fiscal year ended December 31, 1993).
     4.2             By-laws of the Registrant  (incorporated by reference to  Exhibit 3.3 to
                     the    Registrant's   Registration    Statement   on    Form S-1   (Reg.
                     No. 33-70036)).

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

     4.4             Credit  Facility dated December  7, 1993  (incorporated by  reference to
                     Exhibit 10.12  to the  Registrant's  Registration Statement  on Form S-1
                     (Reg. No. 33-70036)).
     4.5             First Amendment to Credit  Facility dated August 29,  1994 (incorporated
                     by reference to Exhibit 10.14 to the Registrant's Registration Statement
                     on Form S-1 (Reg. No. 33-83562)).

     4.6             1997 Long-Term Incentive Plan of Camco International Inc.
     4.7             Camco  International Inc.  Amended  and Restated  Stock Option  Plan for
                     Nonemployee Directors (incorporated by  reference to Exhibit 10.1 to the
                     Registrant's  Quarterly Report on  Form 10-Q for the  quarter ended June
                     30, 1996).

     4.8             Production  Operators Corp  1980  Long-Term Incentive  Plan,  as amended
                     (incorporated by  reference to  Exhibit (10)(d)  to Production Operators
                     Corp's Annual  Report on Form  10-K for the fiscal  year ended September
                     30, 1991).

     4.9             Production  Operators Corp  1992  Long-Term Incentive  Plan,  as amended
                     (incorporated by reference to Exhibit (10)(d)(i) to Production Operators
                     Corp's Annual Report on  Form 10-K for the  fiscal year ended  September
                     30, 1995).
     5.1             Opinion of Fulbright & Jaworski L.L.P.

     15.1            Letter of Arthur Andersen LLP.
     23.1            Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

     23.2            Consent of Arthur Andersen LLP with respect to the financial  statements
                     of Camco International Inc.

     23.3            Consent of Arthur Andersen LLP with respect to the financial  statements
                     of Production Operators Corp.
     24.1            Powers   of  Attorney  (included  on  page  II-5  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 a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.