As filed with the Securities and Exchange Commission on June 26, 1998.

                                              Registration No. 333-________




             SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.   20549
                        _________
                     
                           FORM S-8
                  REGISTRATION STATEMENT
                           under
                  THE SECURITIES ACT OF 1933

                       __________
                       
                       CEANIC CORPORATION
  (Exact name of registrant as specified in its charter)

          
          
      
 Louisiana                             72-0918249
(State or other jurisdiction         (I.R.S. Employer
of incorporation or organization)    Identification No.)
                                  
                      900 Town & Country Lane
                            Suite 400
                      Houston, Texas 77024
                 (Address, including zip code, of
             registrant's principal  executive offices)

    Ceanic  Corporation  Amended  and  Restated Incentive
                          Compensation Plan
                      (Full title of the plan)


                             __________

                         Kevin C. Peterson
                 President and Chief Executive Officer
                   900 Town & Country Lane, Suite 400
                         Houston, Texas 77024
                           (713) 430-1100
       (Name, address, including zip code, and telephone number,
             including area code, of agent for service)

                              Copy to:
                         Margaret F. Murphy
      Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                       201 St. Charles Avenue
                  New Orleans, Louisiana 70170-5100
                              
                              
                              
                              
                    CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>


==============================================================================================
          Amount      Proposed maximum  Proposed maximum    Amount of         Amount of
Title of Securities       to be          offering price     aggregate        registration
  to be registered    registered<F1>       per unit       offering price          fee
----------------------------------------------------------------------------------------------
<S>                   <C>                  <C>              <C>                <C>
Common Stock
(no par value per     376,750 shares      $15.56<F2>        $5,862,230<F2>     $ 1,729.36
share)                 10,000 shares       12.06<F2>           120,600<F2>          35.58 
                        4,000 shares       10.50<F2>            42,000<F2>          12.39
                       16,000 shares        9.75<F2>           156,000<F2>          46.02
                        4,000 shares      14.438<F2>            57,752<F2>          17.04
                        8,000 shares       14.75<F2>           118,000<F2>          34.81
                       10,000 shares       15.00<F2>           150,000<F2>          44.25
                       18,000 shares       15.50<F2>           279,000<F2>          82.31
                        4,000 shares      14.875<F2>            59,500<F2>          17.56
                        8,000 shares      14.8125<F2>          118,500<F2>          34.96
                       41,250 shares      17.94<F3>            740,025<F3>         218.31 
                       ______________     ___________         _____________    ____________
                      500,000 shares                        $7,703,607          $2,272.57
                      ===============                         =============    ============
================================================================================================
<F1>  500,000  shares  were  previously  registered  on  Form  S-8
      Registration Statement No. 33-66702  and 700,000 shares were
      previously registered on Form S-8 Registration Statement No.
      333-31401 for issuance through this plan,  formerly known as
      the   American   Oilfield   Divers,   Inc.   1993  Incentive
      Compensation  Plan.  Upon a stock split, stock  dividend  or
      similar  transaction   in   the   future   and   during  the
      effectiveness   of  this  Registration  Statement  involving
      Common Stock of the Company, the number of shares registered
      shall be automatically  increased  to  cover  the additional
      shares  in accordance with Rule 416(a) under the  Securities
      Act of 1933.
<F2>  Calculated  based  upon  the  exercise  price  of  currently
      outstanding stock options, in accordance with Rule 457.
<F3>  Estimated   solely   for  the  purpose  of  calculating  the
      registration  fee  pursuant   to   Rule   457(c)  under  the
      Securities Act of 1933, based on the average of the high and
      low price per share of the Common Stock on  The Nasdaq Stock
      Market on June 22, 1998.
</TABLE>
<PAGE>

                                   PART II

INFORMATION    REQUIRED   IN   THE   REGISTRATION   STATEMENT

Item 3.Incorporation of Documents by Reference.

      The  following  documents,   which  have  been  filed  by
American  Oilfield  Divers,  Inc.  (the   "Company")  with  the
Securities  and  Exchange  Commission  (the "Commission"),  are
incorporated herein by reference:

      (a)   The Company's Annual Report  on  Form  10-K for the
fiscal  year ended December 31, 1997 filed pursuant to  Section
13 of the Securities Exchange Act of 1934 (the "1934 Act");

      (b)   The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;

      (c)   The  Company's  Current  Report  on  Form 8-K dated
February 24, 1998;

      (d)   The Company's Current Report on Form 8-K  dated May
14, 1998;

      (e)   All  other  reports  filed by the Company with  the
Commission  pursuant  to  Section 13  of  the  1934  Act  since
December 31, 1997; and

      (f)   The  description  of  the  Company's  Common  Stock
included in Item 1  of  the Company's Registration Statement on
Form 8-A dated July 1, 1993  (File  No.  0-22032) filed July 6,
1993 pursuant to Section 13 of the 1934 Act by incorporation by
reference   from   pages   40  through  44  of  the   Company's
Registration Statement on Form S-1 (Registration No. 33-63910).

      All documents filed by  the  Company  with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that  deregisters  all
securities  then  remaining  unsold shall, except to the extent
otherwise  provided  by  Regulation   S-K  or  any  other  rule
promulgated by the Commission, be deemed  to be incorporated by
reference in this Registration Statement and  to be 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.

      Item 6.Indemnification of Directors and Officers.

      The  Louisiana  Business  Corporation  Law (the  "LBCL"),
Section  83,  gives  Louisiana  corporations  broad  powers  to
indemnify their present and former directors and  officers  and
those  of  affiliated corporations against expenses incurred in
the defense  of  any  lawsuit to which they are made parties by
reason of being or having  been  such  directors  or  officers;
subject  to specific conditions and exclusions gives a director
or officer  who  successfully defends an action the right to be
so indemnified; and  authorizes  Louisiana  corporations to buy
directors'    and    officers'   liability   insurance.    Such
indemnification is not  exclusive  of any other rights to which
those indemnified may be entitled under  any by-law, agreement,
authorization of shareholders or otherwise.

      The Company's By-laws make mandatory  the indemnification
of directors and officers permitted by the LBCL.  The  standard
to  be  applied  in  evaluating  any  claim for indemnification
(excluding claims for expenses incurred  in connection with the
successful  defense  of  any proceeding or matter  therein  for
which indemnification is mandatory  without  reference  to  any
such  standard) is whether the claimant acted in good faith and
in a manner  he reasonably believed to be in or not opposed to,
the best interests of the Company. With respect to any criminal
action or proceeding,  the standard is that the claimant had no
reasonable  cause  to believe  the  conduct  was  unlawful.  No
indemnification is permitted  in respect of any claim, issue or
matter  as  to  which a director or  officer  shall  have  been
adjudged by a court  of competent jurisdiction to be liable for
willful  or intentional  misconduct  or  to  have  obtained  an
improper personal  benefit, unless, and only to the extent that
the court shall determine upon application that, in view of all
the circumstances of  the  case,  he  is  fairly and reasonably
entitled to indemnity for such expenses that  the  court  shall
deem proper.

      The Company maintains liability policies to indemnify its
officers  and  directors  against  loss  arising from claims by
reason  of  their  legal  liability  for acts as  officers  and
directors,  subject to limitations and  conditions  to  be  set
forth in the policies.

      Each of  the  Company's  directors and executive officers
has  entered  into  an indemnity agreement  with  the  Company,
pursuant  to  which  the   Company  has  agreed  under  certain
circumstances to purchase and maintain directors' and officers'
liability  insurance.  The agreements  also  provide  that  the
Company will indemnify the  directors  and  executive  officers
against  any  costs  and  expenses,  judgments, settlements and
fines  incurred  in  connection  with  any  claim  involving  a
director  or executive officer by reason  of  his  position  as
director or officer that are in excess of the coverage provided
by any such  insurance,  provided  that the director or officer
meets  certain  standards  of  conduct.   Under  the  indemnity
agreements,  the  Company  is  not  required  to  purchase  and
maintain directors' and officers' liability  insurance if it is
not reasonably available or, in the reasonable  judgment of the
Board  of  Directors,  there  is  insufficient benefit  to  the
Company from the insurance.

Item 7.Exemption From Registration Claimed.

      Not applicable.

      Item 8.Exhibits.

      5     Opinion  of  Jones,  Walker,  Waechter,  Poitevent,
            Carrere & Denegre, L.L.P.

      23.1  Consent of Price Waterhouse LLP.

      23.2  Consent  of  Jones,  Walker,  Waechter,  Poitevent,
            Carrere & Denegre, L.L.P. (included in Exhibit 5).

Item 9.Undertakings.

      (a)   The undersigned registrant hereby undertakes:

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

            (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
      therein, and the offering of such securities at that time
      shall  be  deemed  to be the initial bona  fide  offering
      thereof.

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

      (b)   The  undersigned registrant hereby undertakes that,
      for purposes  of  determining  any  liability  under  the
      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 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)   Insofar as indemnification  for liabilities arising
      under  the  Securities Act of 1933 may  be  permitted  to
      directors,  officers   and  controlling  persons  of  the
      registrant  pursuant  to  the  foregoing  provisions,  or
      otherwise, the registrant has  been  advised  that in the
      opinion  of  the Securities and Exchange Commission  such
      indemnification  is against public policy as expressed in
      the 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  proceedings)  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 of whether  such
      indemnification   by  it  is  against  public  policy  as
      expressed in the Act  and  will  be governed by the final
      adjudication of such issue.

<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 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 24, 1998.

                                          CEANIC CORPORATION

                                   By: /s/ Kevin C. Peterson
                                       ------------------------
                                           Kevin C. Peterson
                                           President   and
                                           Chief Executive
                                              Officer


                              POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose
signature appears immediately  below  constitutes  and appoints
Kevin  C.  Peterson, Bradley M. Parro and Quinn J. Hebert,  and
each of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution, for him and
in his name,  place  and  stead,  in any and all capacities, to
sign   any   and   all  amendments  (including   post-effective
amendments) to this  Registration  Statement,  and  to file the
same   with  all  exhibits  thereto,  and  other  documents  in
connection   therewith,   with   the  Securities  and  Exchange
Commission, granting unto said attorney-in-fact  and agent 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 attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.

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

    Signature                        Title                       Date
                              
/s/ George C. Yax          Director and Chairman of the    June 23, 1998
------------------------
    George C. Yax

                                
/s/ Kevin C. Peterson        Director, President and       June 23, 1998
------------------------     Chief Executive Officer
Kevin C. Peterson           (Principal Executive Officer) 


/s/ Stephen A. Lasher              Director                June 23, 1998
------------------------
Stephen A. Lasher

                                        
/s/ William C. O'Malley            Director                June 23, 1998
-----------------------
William C. O'Malley

                              
/s/ Bradley M. Parro     Vice President - Finance and      June 23, 1998
------------------------   Chief Financial Officer
Bradley M. Parro         (Principal Financial Officer and
                           Principal Accounting Officer)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17482}]
{"company-data": {"conformed-name": "CEANIC CORP", "cik": "0000906520", "assigned-sic": "1389", "irs-number": "720918249", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57889", "film-number": "98655437"}, "business-address": {"street1": "900 TOWN & COUNTRY LANE SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77024", "phone": "7134301100"}, "mail-address": {"street1": "900 TOWN & COUNTRY LANE SUITE 400", "city": "HOUSTON", "state": "TX", "zip": "77024"}, "former-company": {"former-conformed-name": "AMERICAN OILFIELD DIVERS INC", "date-changed": "19930608"}}
As filed with the Securities and Exchange Commission on June 26, 1998.

                                              Registration No. 333-________

             SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.   20549
                        _________
                     
                           FORM S-8
                  REGISTRATION STATEMENT
                           under
                  THE SECURITIES ACT OF 1933

                       __________
                       
                       CEANIC CORPORATION
  (Exact name of registrant as specified in its charter)

          
          
      
 Louisiana                             72-0918249
(State or other jurisdiction         (I.R.S. Employer
of incorporation or organization)    Identification No.)
                                  
                      900 Town & Country Lane
                            Suite 400
                      Houston, Texas 77024
                 (Address, including zip code, of
             registrant's principal  executive offices)

    Ceanic  Corporation  Amended  and  Restated Incentive
                          Compensation Plan
                      (Full title of the plan)

                             __________

                         Kevin C. Peterson
                 President and Chief Executive Officer
                   900 Town & Country Lane, Suite 400
                         Houston, Texas 77024
                           (713) 430-1100
       (Name, address, including zip code, and telephone number,
             including area code, of agent for service)

                              Copy to:
                         Margaret F. Murphy
      Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                       201 St. Charles Avenue
                  New Orleans, Louisiana 70170-5100
                              
                              
                              
                              
                    CALCULATION OF REGISTRATION FEE
==============================================================================================
          Amount      Proposed maximum  Proposed maximum    Amount of         Amount of
Title of Securities       to be          offering price     aggregate        registration
  to be registered    registered
per unit       offering price          fee
----------------------------------------------------------------------------------------------
Common Stock
(no par value per     376,750 shares      $15.56
$5,862,230
$ 1,729.36
share)                 10,000 shares       12.06
120,600
35.58 
                        4,000 shares       10.50
42,000
12.39
                       16,000 shares        9.75
156,000
46.02
                        4,000 shares      14.438
57,752
17.04
                        8,000 shares       14.75
118,000
34.81
                       10,000 shares       15.00
150,000
44.25
                       18,000 shares       15.50
279,000
82.31
                        4,000 shares      14.875
59,500
17.56
                        8,000 shares      14.8125
118,500
34.96
                       41,250 shares      17.94
740,025
218.31 
                       ______________     ___________         _____________    ____________
                      500,000 shares                        $7,703,607          $2,272.57
                      ===============                         =============    ============
================================================================================================
500,000  shares  were  previously  registered  on  Form  S-8
      Registration Statement No. 33-66702  and 700,000 shares were
      previously registered on Form S-8 Registration Statement No.
      333-31401 for issuance through this plan,  formerly known as
      the   American   Oilfield   Divers,   Inc.   1993  Incentive
      Compensation  Plan.  Upon a stock split, stock  dividend  or
      similar  transaction   in   the   future   and   during  the
      effectiveness   of  this  Registration  Statement  involving
      Common Stock of the Company, the number of shares registered
      shall be automatically  increased  to  cover  the additional
      shares  in accordance with Rule 416(a) under the  Securities
      Act of 1933.
Calculated  based  upon  the  exercise  price  of  currently
      outstanding stock options, in accordance with Rule 457.
Estimated   solely   for  the  purpose  of  calculating  the
      registration  fee  pursuant   to   Rule   457(c)  under  the
      Securities Act of 1933, based on the average of the high and
      low price per share of the Common Stock on  The Nasdaq Stock
      Market on June 22, 1998.
PART II

INFORMATION    REQUIRED   IN   THE   REGISTRATION   STATEMENT

Item 3.Incorporation of Documents by Reference.

      The  following  documents,   which  have  been  filed  by
American  Oilfield  Divers,  Inc.  (the   "Company")  with  the
Securities  and  Exchange  Commission  (the "Commission"),  are
incorporated herein by reference:

      (a)   The Company's Annual Report  on  Form  10-K for the
fiscal  year ended December 31, 1997 filed pursuant to  Section
13 of the Securities Exchange Act of 1934 (the "1934 Act");

      (b)   The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;

      (c)   The  Company's  Current  Report  on  Form 8-K dated
February 24, 1998;

      (d)   The Company's Current Report on Form 8-K  dated May
14, 1998;

      (e)   All  other  reports  filed by the Company with  the
Commission  pursuant  to  Section 13  of  the  1934  Act  since
December 31, 1997; and

      (f)   The  description  of  the  Company's  Common  Stock
included in Item 1  of  the Company's Registration Statement on
Form 8-A dated July 1, 1993  (File  No.  0-22032) filed July 6,
1993 pursuant to Section 13 of the 1934 Act by incorporation by
reference   from   pages   40  through  44  of  the   Company's
Registration Statement on Form S-1 (Registration No. 33-63910).

      All documents filed by  the  Company  with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that  deregisters  all
securities  then  remaining  unsold shall, except to the extent
otherwise  provided  by  Regulation   S-K  or  any  other  rule
promulgated by the Commission, be deemed  to be incorporated by
reference in this Registration Statement and  to be 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.

      Item 6.Indemnification of Directors and Officers.

      The  Louisiana  Business  Corporation  Law (the  "LBCL"),
Section  83,  gives  Louisiana  corporations  broad  powers  to
indemnify their present and former directors and  officers  and
those  of  affiliated corporations against expenses incurred in
the defense  of  any  lawsuit to which they are made parties by
reason of being or having  been  such  directors  or  officers;
subject  to specific conditions and exclusions gives a director
or officer  who  successfully defends an action the right to be
so indemnified; and  authorizes  Louisiana  corporations to buy
directors'    and    officers'   liability   insurance.    Such
indemnification is not  exclusive  of any other rights to which
those indemnified may be entitled under  any by-law, agreement,
authorization of shareholders or otherwise.

      The Company's By-laws make mandatory  the indemnification
of directors and officers permitted by the LBCL.  The  standard
to  be  applied  in  evaluating  any  claim for indemnification
(excluding claims for expenses incurred  in connection with the
successful  defense  of  any proceeding or matter  therein  for
which indemnification is mandatory  without  reference  to  any
such  standard) is whether the claimant acted in good faith and
in a manner  he reasonably believed to be in or not opposed to,
the best interests of the Company. With respect to any criminal
action or proceeding,  the standard is that the claimant had no
reasonable  cause  to believe  the  conduct  was  unlawful.  No
indemnification is permitted  in respect of any claim, issue or
matter  as  to  which a director or  officer  shall  have  been
adjudged by a court  of competent jurisdiction to be liable for
willful  or intentional  misconduct  or  to  have  obtained  an
improper personal  benefit, unless, and only to the extent that
the court shall determine upon application that, in view of all
the circumstances of  the  case,  he  is  fairly and reasonably
entitled to indemnity for such expenses that  the  court  shall
deem proper.

      The Company maintains liability policies to indemnify its
officers  and  directors  against  loss  arising from claims by
reason  of  their  legal  liability  for acts as  officers  and
directors,  subject to limitations and  conditions  to  be  set
forth in the policies.

      Each of  the  Company's  directors and executive officers
has  entered  into  an indemnity agreement  with  the  Company,
pursuant  to  which  the   Company  has  agreed  under  certain
circumstances to purchase and maintain directors' and officers'
liability  insurance.  The agreements  also  provide  that  the
Company will indemnify the  directors  and  executive  officers
against  any  costs  and  expenses,  judgments, settlements and
fines  incurred  in  connection  with  any  claim  involving  a
director  or executive officer by reason  of  his  position  as
director or officer that are in excess of the coverage provided
by any such  insurance,  provided  that the director or officer
meets  certain  standards  of  conduct.   Under  the  indemnity
agreements,  the  Company  is  not  required  to  purchase  and
maintain directors' and officers' liability  insurance if it is
not reasonably available or, in the reasonable  judgment of the
Board  of  Directors,  there  is  insufficient benefit  to  the
Company from the insurance.

Item 7.Exemption From Registration Claimed.

      Not applicable.

      Item 8.Exhibits.

      5     Opinion  of  Jones,  Walker,  Waechter,  Poitevent,
            Carrere & Denegre, L.L.P.

      23.1  Consent of Price Waterhouse LLP.

      23.2  Consent  of  Jones,  Walker,  Waechter,  Poitevent,
            Carrere & Denegre, L.L.P. (included in Exhibit 5).

Item 9.Undertakings.

      (a)   The undersigned registrant hereby undertakes:

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

            (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
      therein, and the offering of such securities at that time
      shall  be  deemed  to be the initial bona  fide  offering
      thereof.

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

      (b)   The  undersigned registrant hereby undertakes that,
      for purposes  of  determining  any  liability  under  the
      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 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)   Insofar as indemnification  for liabilities arising
      under  the  Securities Act of 1933 may  be  permitted  to
      directors,  officers   and  controlling  persons  of  the
      registrant  pursuant  to  the  foregoing  provisions,  or
      otherwise, the registrant has  been  advised  that in the
      opinion  of  the Securities and Exchange Commission  such
      indemnification  is against public policy as expressed in
      the 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  proceedings)  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 of whether  such
      indemnification   by  it  is  against  public  policy  as
      expressed in the Act  and  will  be governed by the final
      adjudication of such issue.
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 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 24, 1998.

                                          CEANIC CORPORATION

                                   By: /s/ Kevin C. Peterson
                                       ------------------------
                                           Kevin C. Peterson
                                           President   and
                                           Chief Executive
                                              Officer

                              POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose
signature appears immediately  below  constitutes  and appoints
Kevin  C.  Peterson, Bradley M. Parro and Quinn J. Hebert,  and
each of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution, for him and
in his name,  place  and  stead,  in any and all capacities, to
sign   any   and   all  amendments  (including   post-effective
amendments) to this  Registration  Statement,  and  to file the
same   with  all  exhibits  thereto,  and  other  documents  in
connection   therewith,   with   the  Securities  and  Exchange
Commission, granting unto said attorney-in-fact  and agent 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 attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.

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

    Signature                        Title                       Date
                              
/s/ George C. Yax          Director and Chairman of the    June 23, 1998
------------------------
    George C. Yax

                                
/s/ Kevin C. Peterson        Director, President and       June 23, 1998
------------------------     Chief Executive Officer
Kevin C. Peterson           (Principal Executive Officer) 

/s/ Stephen A. Lasher              Director                June 23, 1998
------------------------
Stephen A. Lasher

                                        
/s/ William C. O'Malley            Director                June 23, 1998
-----------------------
William C. O'Malley

                              
/s/ Bradley M. Parro     Vice President - Finance and      June 23, 1998
------------------------   Chief Financial Officer
Bradley M. Parro         (Principal Financial Officer and
                           Principal Accounting Officer)