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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): December 2, 1998


                            POOL ENERGY SERVICES CO.
             (Exact name of registrant as specified in its charter)

           TEXAS                      000-18437                 76-0263755
(State or other jurisdiction   (Commission file number)       (IRS employer
     of incorporation)                                     identification no.)




          10375 RICHMOND AVENUE                           77042
             HOUSTON, TEXAS
 (Address of principal executive offices)               (Zip code)



       Registrant's telephone number, including area code: (713) 954-3000
================================================================================

<PAGE>




                            POOL ENERGY SERVICES CO.

                                TABLE OF CONTENTS
                                       FOR
                           CURRENT REPORT ON FORM 8-K


                                                                            Page

Item 5.   Other Events........................................................ 2

Item 7.   Financial Statements and Exhibits................................... 4

Signature .................................................................... 5




<PAGE>



ITEM 5.  OTHER EVENTS.

Bylaw Amendment

     On  December  2, 1998,  the Board  amended  Section 4 of Article III of the
Company's Bylaws to eliminate the automatic reduction in the number of directors
upon the  resignation,  death or  disability  of a director.  As a result of the
amendment,  any vacancy  created by a director's  failure to complete his or her
term may be filled by a majority of the remaining  directors by the  appointment
of a successor to serve for the balance of the unexpired term of the predecessor
director.  Under the former bylaw  provision,  a director who failed to complete
his or her term  could  only be  replaced  by  creating  and  filling a vacancy,
thereby restoring the number of directors. The Company's Bylaws, as amended, are
filed as Exhibit 3.2 to this Form 8-K.

Change in Control Agreements

     As of  December 9, 1998,  the Company  entered  into  amended and  restated
Change In  Control  Agreements  (the  "Agreements")  with  James T.  Jongebloed,
William J. Myers,  Ronald G. Hale,  Ernest J.  Spillard and Geoffrey  Arms.  The
Company has provided or will provide ten other persons who currently have change
in control  agreements,  along with two  additional  persons who have assumed or
will soon be assuming enhanced  executive  responsibilities,  the opportunity to
enter into similar change in control agreements.

     The  Agreements,  which  were  amended  and  restated  as part of a process
initiated  in August  1998,  set forth  certain  benefits  that the Company will
provide to such  officers in the event of a "change in control" or a  "potential
change in control" of the Company, as defined in the agreements. Such agreements
continue in effect until  terminated  by the Company upon  specified  notice and
continue  for three  years  following a change in control of the Company and for
the duration of any potential  change in control.  The  agreements  each provide
that if a change in control occurs,  the officer shall be entitled to receive an
amount equal to the "target amount"  provided for in each of the Long Term Plans
that is then in effect in which the officer participates.  Such payment is to be
made in shares of Common  Stock to the  extent the Long Term Plan  provides  for
payment in stock and to the extent shares are  available  for such purpose,  and
otherwise such amount is to be paid in cash.  The  agreements  also provide that
all stock  options of the  officer  will  become  fully  vested upon a change in
control,  and provide that if the  officer's  employment  is  terminated  by the
Company  or  if  the  officer  elects  to  terminate  employment  under  certain
circumstances  defined as "good reason" within three years following a change in
control of the Company, or if the officer's employment is terminated while there
exists a potential change in control and a change in control  thereafter  occurs
within a certain  period of time,  the  officer  will be  


                                       2
<PAGE>

entitled to a lump sum severance payment.  Such severance payment is to be equal
to (i) three  times the  officer's  annual base salary (but not in excess of the
aggregate base salary that could be earned up to the officer's normal retirement
date),  (ii) an amount  equal to three times the bonus award for  achieving  the
target performance goals provided for in the Company's management bonus plan for
the year preceding the change in control,  and (iii) at the officer's  election,
the value over the exercise price of unexercised stock options. In addition, the
officer  shall be  entitled to a  three-year  continuation  of certain  employee
benefits,  two additional years of service credit under the Company's retirement
program, and reimbursement of certain legal fees,  expenses,  and any applicable
excise taxes.  The definitive form of the Agreements is filed as Exhibit 10.1 to
this Form 8-K.

1999 Long-Term Incentive Plan

     On December 2, 1998,  the  Compensation  Committee  approved  and the Board
ratified the Company's 1999 Long-Term  Incentive Plan ("1999 Plan") covering the
performance  period  commencing on January 1, 1999 and ending December 31, 2001.
Under the 1999  Plan,  a target  award of shares  will be  established  for each
participant  based on a percentage of the  individual's  salary in effect at the
beginning of the applicable  three-year  performance  period. A payout under the
1999  Plan  will  depend on the  extent  to which  the  established  performance
criteria  are  satisfied.  Target  awards  under  the 1999 Plan will be based 25
percent on earnings before  interest,  taxes and  depreciation  performance,  25
percent  on  total  return  to  shareholders  as  compared  to a peer  group  of
companies,  25 percent on Common  Stock  performance  compared to the Standard &
Poor's 500 Index and 25 percent on price  appreciation of the Common Stock.  The
number of shares potentially issuable to Messrs. Jongebloed,  Hale, Spillard and
Arms will be  determined  with  reference  to the average  closing  price of the
Company's common stock over the last twenty trading days of 1998.

     All  awards  under  the 1999 Plan are to be paid in  Common  Stock,  to the
extent  sufficient  shares are available under the Company's 1993 Employee Stock
Incentive Plan, and otherwise are to be paid in cash.  Shares received under the
1999  Plan  will  be  restricted  so  that,  (i) if the  executive's  employment
terminates  within  one year after the shares  are  earned,  100  percent of the
shares would be forfeited,  and (ii) if the  executive's  employment  terminates
between  one and two years  after the award is earned,  50 percent of the shares
would be  forfeited  except  in the  event  of  termination  of the  executive's
employment due to retirement,  death, total disability,  redundancy or change in
control.  Target  payouts are equal to specified  percentages  of  participants'
annual base salaries in effect at the beginning of the  performance  period,  as
follows:  60 percent for Mr.  Jongebloed,  40 percent for Messrs.  Spillard  and
Hale, and 25 percent for Mr. Arms.  Threshold  payouts under the other 1999 Plan
are one-fourth of the target payouts. Maximum payouts under the 1999 Plan are



                                       3
<PAGE>



150 percent of the target  payouts.  Threshold  payouts are made if  performance
falls  within a certain  range below that which is  necessary to earn the target
award.  Maximum  payments are made if performance  exceeds by a specified amount
that which is necessary to earn the target payouts. The Pool Energy Services Co.
1999 Long-Term Incentive Plan is filed as Exhibit 10.2 to this Form 8-K.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial statements of business acquired.

               Not applicable.

     (b)  Pro forma financial information.

               Not applicable.

     (c)  Exhibits

               The  following  documents  are filed as exhibits to this  Current
               Report:

Exhibit
Number         Description of Exhibit

3.2            Bylaws of the Company as currently in effect.

10.1           Definitive Form of Change In Control Agreement.

10.2           Pool Energy Services Co. 1999 Long-Term Incentive Plan.




                                       4
<PAGE>




                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                      POOL ENERGY SERVICES CO.

                                      By: /s/ Geoffrey Arms
                                         ------------------------------------
                                             Geoffrey Arms

                                      Title: Vice President and General Counsel;
                                             Corporate Secretary



Dated: December 24, 1998





                                       5
<PAGE>


                                  EXHIBIT INDEX

     The following documents are filed as exhibits to this Current Report:

Exhibit
Number           Description of Exhibit

3.2              Bylaws of the Company as currently in effect.

10.1             Definitive Form of Change In Control Agreement.

10.2             Pool Energy Services Co. 1999 Long-Term Incentive Plan.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 10211}]
{"company-data": {"conformed-name": "POOL ENERGY SERVICES CO", "cik": "0000842815", "assigned-sic": "1389", "irs-number": "760263755", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18437", "film-number": "98775466"}, "business-address": {"street1": "10375 RICHMOND AVE", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7139543000"}, "mail-address": {"street2": "10375 RICHMOND AVE", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 2, 1998

                            POOL ENERGY SERVICES CO.
             (Exact name of registrant as specified in its charter)

           TEXAS                      000-18437                 76-0263755
(State or other jurisdiction   (Commission file number)       (IRS employer
     of incorporation)                                     identification no.)

          10375 RICHMOND AVENUE                           77042
             HOUSTON, TEXAS
 (Address of principal executive offices)               (Zip code)

       Registrant's telephone number, including area code: (713) 954-3000
================================================================================
POOL ENERGY SERVICES CO.

                                TABLE OF CONTENTS
                                       FOR
                           CURRENT REPORT ON FORM 8-K

                                                                            Page

Item 5.   Other Events........................................................ 2

Item 7.   Financial Statements and Exhibits................................... 4

Signature .................................................................... 5
ITEM 5.  OTHER EVENTS.

Bylaw Amendment

     On  December  2, 1998,  the Board  amended  Section 4 of Article III of the
Company's Bylaws to eliminate the automatic reduction in the number of directors
upon the  resignation,  death or  disability  of a director.  As a result of the
amendment,  any vacancy  created by a director's  failure to complete his or her
term may be filled by a majority of the remaining  directors by the  appointment
of a successor to serve for the balance of the unexpired term of the predecessor
director.  Under the former bylaw  provision,  a director who failed to complete
his or her term  could  only be  replaced  by  creating  and  filling a vacancy,
thereby restoring the number of directors. The Company's Bylaws, as amended, are
filed as Exhibit 3.2 to this Form 8-K.

Change in Control Agreements

     As of  December 9, 1998,  the Company  entered  into  amended and  restated
Change In  Control  Agreements  (the  "Agreements")  with  James T.  Jongebloed,
William J. Myers,  Ronald G. Hale,  Ernest J.  Spillard and Geoffrey  Arms.  The
Company has provided or will provide ten other persons who currently have change
in control  agreements,  along with two  additional  persons who have assumed or
will soon be assuming enhanced  executive  responsibilities,  the opportunity to
enter into similar change in control agreements.

     The  Agreements,  which  were  amended  and  restated  as part of a process
initiated  in August  1998,  set forth  certain  benefits  that the Company will
provide to such  officers in the event of a "change in control" or a  "potential
change in control" of the Company, as defined in the agreements. Such agreements
continue in effect until  terminated  by the Company upon  specified  notice and
continue  for three  years  following a change in control of the Company and for
the duration of any potential  change in control.  The  agreements  each provide
that if a change in control occurs,  the officer shall be entitled to receive an
amount equal to the "target amount"  provided for in each of the Long Term Plans
that is then in effect in which the officer participates.  Such payment is to be
made in shares of Common  Stock to the  extent the Long Term Plan  provides  for
payment in stock and to the extent shares are  available  for such purpose,  and
otherwise such amount is to be paid in cash.  The  agreements  also provide that
all stock  options of the  officer  will  become  fully  vested upon a change in
control,  and provide that if the  officer's  employment  is  terminated  by the
Company  or  if  the  officer  elects  to  terminate  employment  under  certain
circumstances  defined as "good reason" within three years following a change in
control of the Company, or if the officer's employment is terminated while there
exists a potential change in control and a change in control  thereafter  occurs
within a certain  period of time,  the  officer  will be  

                                       2
entitled to a lump sum severance payment.  Such severance payment is to be equal
to (i) three  times the  officer's  annual base salary (but not in excess of the
aggregate base salary that could be earned up to the officer's normal retirement
date),  (ii) an amount  equal to three times the bonus award for  achieving  the
target performance goals provided for in the Company's management bonus plan for
the year preceding the change in control,  and (iii) at the officer's  election,
the value over the exercise price of unexercised stock options. In addition, the
officer  shall be  entitled to a  three-year  continuation  of certain  employee
benefits,  two additional years of service credit under the Company's retirement
program, and reimbursement of certain legal fees,  expenses,  and any applicable
excise taxes.  The definitive form of the Agreements is filed as Exhibit 10.1 to
this Form 8-K.

1999 Long-Term Incentive Plan

     On December 2, 1998,  the  Compensation  Committee  approved  and the Board
ratified the Company's 1999 Long-Term  Incentive Plan ("1999 Plan") covering the
performance  period  commencing on January 1, 1999 and ending December 31, 2001.
Under the 1999  Plan,  a target  award of shares  will be  established  for each
participant  based on a percentage of the  individual's  salary in effect at the
beginning of the applicable  three-year  performance  period. A payout under the
1999  Plan  will  depend on the  extent  to which  the  established  performance
criteria  are  satisfied.  Target  awards  under  the 1999 Plan will be based 25
percent on earnings before  interest,  taxes and  depreciation  performance,  25
percent  on  total  return  to  shareholders  as  compared  to a peer  group  of
companies,  25 percent on Common  Stock  performance  compared to the Standard &
Poor's 500 Index and 25 percent on price  appreciation of the Common Stock.  The
number of shares potentially issuable to Messrs. Jongebloed,  Hale, Spillard and
Arms will be  determined  with  reference  to the average  closing  price of the
Company's common stock over the last twenty trading days of 1998.

     All  awards  under  the 1999 Plan are to be paid in  Common  Stock,  to the
extent  sufficient  shares are available under the Company's 1993 Employee Stock
Incentive Plan, and otherwise are to be paid in cash.  Shares received under the
1999  Plan  will  be  restricted  so  that,  (i) if the  executive's  employment
terminates  within  one year after the shares  are  earned,  100  percent of the
shares would be forfeited,  and (ii) if the  executive's  employment  terminates
between  one and two years  after the award is earned,  50 percent of the shares
would be  forfeited  except  in the  event  of  termination  of the  executive's
employment due to retirement,  death, total disability,  redundancy or change in
control.  Target  payouts are equal to specified  percentages  of  participants'
annual base salaries in effect at the beginning of the  performance  period,  as
follows:  60 percent for Mr.  Jongebloed,  40 percent for Messrs.  Spillard  and
Hale, and 25 percent for Mr. Arms.  Threshold  payouts under the other 1999 Plan
are one-fourth of the target payouts. Maximum payouts under the 1999 Plan are

                                       3
150 percent of the target  payouts.  Threshold  payouts are made if  performance
falls  within a certain  range below that which is  necessary to earn the target
award.  Maximum  payments are made if performance  exceeds by a specified amount
that which is necessary to earn the target payouts. The Pool Energy Services Co.
1999 Long-Term Incentive Plan is filed as Exhibit 10.2 to this Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial statements of business acquired.

               Not applicable.

     (b)  Pro forma financial information.

               Not applicable.

     (c)  Exhibits

               The  following  documents  are filed as exhibits to this  Current
               Report:

Exhibit
Number         Description of Exhibit

3.2            Bylaws of the Company as currently in effect.

10.1           Definitive Form of Change In Control Agreement.

10.2           Pool Energy Services Co. 1999 Long-Term Incentive Plan.

                                       4
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      POOL ENERGY SERVICES CO.

                                      By: /s/ Geoffrey Arms
                                         ------------------------------------
                                             Geoffrey Arms

                                      Title: Vice President and General Counsel;
                                             Corporate Secretary

Dated: December 24, 1998

                                       5
EXHIBIT INDEX

     The following documents are filed as exhibits to this Current Report:

Exhibit
Number           Description of Exhibit

3.2              Bylaws of the Company as currently in effect.

10.1             Definitive Form of Change In Control Agreement.

10.2             Pool Energy Services Co. 1999 Long-Term Incentive Plan.