<PAGE>
 
     As filed with the Securities and Exchange Commission on June 28, 1994
                                                     Registration No. 33-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              --------------------
                                TUBOSCOPE VETCO
                           INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                             76-0252850
    (State or other jurisdiction                 (I.R.S. Employer
  of incorporation or organization)             Identification No.)

                              --------------------
                                2835 Holmes Road
                             Houston, Texas  77051
                                 (713) 799-5100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                              --------------------
                 The Tuboscope Vetco International Corporation
                     Employee Qualified Stock Purchase Plan
                              (Full title of Plan)
 
                              --------------------

JAMES F. MARONEY, III                         Copy to:
Vice President, Secretary and                 PATRICK T. SEAVER
General Counsel                               Latham & Watkins
Tuboscope Vetco International Corporation     650 Town Center Drive, Suite 2000
2835 Holmes Road                              Costa Mesa, California  92626
Houston, Texas  77051                         (714) 540-1235
(713) 799-5100
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              --------------------
 
                              CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
- --------------------------------------------------------------------------------------------
                                                     PROPOSED      PROPOSED
                                                     MAXIMUM       MAXIMUM
      TITLE OF EACH CLASS             AMOUNT         OFFERING     AGGREGATE      AMOUNT OF
         OF SECURITIES                 TO BE        PRICE PER      OFFERING     REGISTRATION
       TO BE REGISTERED           REGISTERED (1)    SHARE (2)     PRICE (2)         FEE
============================================================================================
<S>                               <C>               <C>          <C>            <C>
Common Stock, $.01 par value...   100,000 Shares      $6.125     $612,500.00      $212.00
============================================================================================
</TABLE>
     (1) The Tuboscope Vetco International Corporation Employee Qualified Stock
         Purchase Plan (the "Plan") authorizes the issuance of a maximum of
         100,000 shares of common stock, $.01 par value (the "Common Stock") of
         Tuboscope Vetco International Corporation (the "Company"), all of which
         are being registered hereunder.

     (2) Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
         "Act").  The Proposed Maximum Offering Price Per Share is the average
         of the high and low prices of the Common Stock as listed on the Nasdaq
         National Market on June 21, 1994 (which were $6.25 and $6.00,
         respectively).

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
      Proposed sale to take place as soon after the effective date of the
    Registration Statement as options granted under the Plan are exercised.

<PAGE>
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
              -----------------------------------------------

           The following documents filed with the Commission are incorporated
     herein by reference:

           (a) Annual Report on Form 10-K for the fiscal year ended December 31,
        1993, filed by the Company with the Commission.

           (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
        1994, filed by the Company with the Commission.

           (c) The description of the Company's Common Stock set forth under the
        caption "Description of Registrant's Securities to be Registered"
        included in its Form 8-A Registration Statement (File No. 0-18312),
        which was declared effective by the Commission on March 12, 1990,
        including any subsequently filed amendments and reports updating such
        description.

           In addition to the foregoing documents, all documents subsequently
     filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     Securities Exchange Act of 1934, as amended, prior to the filing of a post-
     effective amendment which indicates that all securities offered hereby have
     been sold or which deregisters all securities then remaining unsold, shall
     be deemed to be incorporated by reference herein and to be a part hereof
     from the date of the filing of such reports and documents.  Any statement
     contained in a document incorporated or deemed to be incorporated by
     reference herein shall be deemed to be modified or superseded for purposes
     of this Registration Statement to the extent that a statement contained
     herein or in any other subsequently filed document which also is or is
     deemed to be incorporated by reference herein modifies or supersedes such
     statement.  Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Registration Statement.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
              --------------------------------------

                                 LEGAL MATTERS
                                 -------------

           Certain legal matters concerning the Common Stock registered hereby
     are being passed upon for the Company by Latham & Watkins, Costa Mesa,
     California.

                                    EXPERTS
                                    -------

           The consolidated financial statements of Tuboscope Vetco
     International Corporation appearing in Tuboscope Vetco International
     Corporation's Annual Report (Form 10-K) for the year ended December 31,
     1993, have been audited by Ernst & Young, independent auditors, as set
     forth in their report thereon included therein and incorporated herein by
     reference.  Such consolidated financial statements are incorporated herein
     by reference in reliance upon such report given upon the authority of such
     firm as experts in accounting and auditing.

     ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS
              -----------------------------------------

           Reference is made to Section 102(b)(7) of the Delaware General
     Corporation Law (the "DGCL"), which enables a corporation in its original
     certificate of incorporation or an amendment thereto to eliminate or limit
     the personal liability of a director for violations of the director's
     fiduciary duty,

                                       1
<PAGE>
 
     except (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing violation of
     law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
     directors for unlawful payment of dividends or unlawful stock purchases or
     redemptions) or (iv) for any transaction from which a director derived an
     improper personal benefit.  The Certificate of Incorporation of the Company
     contains provisions eliminating or limiting the liability of directors to
     the extent permitted by Section 102(b)(7) of the DGCL.

           Section 145 of the DGCL permits indemnification of officers and
     directors under certain circumstances.

           The Amended and Restated Bylaws of the Company contain a provision
     permitted by the DGCL that provides that directors and officers will be
     indemnified by the Company to the fullest extent permitted by law for all
     losses that may be incurred by them in connection with any action, suit or
     proceeding in which they may become involved by reason of their service as
     a director or officer of the Company.

           The Company's Underwriting Agreement executed in connection with
     Tuboscope Vetco International Inc.'s ("TVII") public offering of 10 3/4%
     Senior Subordinated Notes (the "Notes"), unconditionally guaranteed by the
     Company, require TVII and the Company, on one hand, and certain
     underwriters of the Notes, on the other hand, under certain circumstances,
     to indemnify each other and their controlling persons, officers and
     directors against certain liabilities, including liabilities under the Act,
     incurred in connection with the offer and sale of such Notes.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

     ITEM 8.  EXHIBITS

     4(a)  Tuboscope Vetco International Corporation Employee Qualified Stock
           Purchase Plan.

     4(b)  First Amendment to the Tuboscope Vetco International Corporation
           Employee Qualified Stock Purchase Plan.

     5     Opinion of Latham & Watkins.

     23(a) Consent of Ernst & Young.

     23(b) Consent of Latham & Watkins (included in Exhibit 5).

     24    Powers of Attorney (included herein on pages 4 and 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 Act unless the
     information required to be included in a post-effective amendment is
     contained in a

                                       2
<PAGE>
 
     periodic report filed by the Registration pursuant to Section 13 or Section
     15(d) of the Exchange Act which is incorporated by reference in this
     Registration Statement; (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 to this Registration Statement)
     which, individually or in the aggregate, represent a fundamental change in
     the information set forth in this Registration Statement unless the
     information required to be included in a post-effective amendment is
     contained in a periodic report filed by the Registrant pursuant to Section
     13 or Section 15(d) of the Exchange Act which is incorporated by reference
     in this 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 information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Company
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), that are incorporated by reference
     in the registration statement.

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

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

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

           The undersigned registrant hereby undertake that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemeed to be the
     initial bona fide offering thereof.

           Insofar as indemnification for liabilities arising under the Act may
     be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                       3
<PAGE>
 
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on this
     16th day of June, 1994.

                          TUBOSCOPE VETCO INTERNATIONAL CORPORATION, a Delaware
                          corporation



                          By:  /s/Martin R. Reid
                               -----------------
                               Martin R. Reid
                               Chairman of the Board


                               POWER OF ATTORNEY

        Each person whose signature appears below authorizes James F. Maroney,
     III, and Ronald L. Koons, and either of them, with full power of
     substitution and resubstitution, his true and lawful attorneys-in-fact, for
     him in any and all capacities, to sign any amendments (including post-
     effective amendments) to this Registration Statement and to file the same,
     with exhibits thereto, and other documents in connection therewith, with
     the Securities and Exchange Commission.

        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/ Martin R. Reid                  Chairman of the Board              June 16, 1994
- --------------------------------
        Martin R. Reid

  /s/ William V. Larkin, Jr.            Director                           June 16, 1994
- --------------------------------        President and Chief Executive
      William V. Larkin, Jr.            Officer
                                        (Principal Executive Officer)


    /s/ Ronald L. Koons                 Executive Vice President, Chief    June 16, 1994
- --------------------------------        Financial Officer and Treasurer
        Ronald L. Koons                 (Principal Financial and
                                        Accounting Officer)


   /s/ Martin I. Greenberg              Vice President, Controller,        June 16, 1994
- --------------------------------        Assistant Treasurer and
       Martin I. Greenberg              Assistant Secretary


    /s/ Jerome R. Baier                 Director                           April 13, 1994
- --------------------------------
        Jerome R. Baier

   /s/ Martin G. Hubbard                Director                           June 16, 1994
- --------------------------------
       Martin G. Hubbard
</TABLE> 

                                       4
<PAGE>

<TABLE> 
<CAPTION> 
<S>                                <C>                                <C>  
                                   Director
- --------------------------------
        Robert A. Lahr
 
    /s/ Eric L. Mattson            Director                           April 13, 1994
- --------------------------------
        Eric L. Mattson
 
/s/ Timothy M. Pennington, III     Director                           April 14, 1994
- --------------------------------
    Timothy M. Pennington, III
 
    /s/ James J. Shelton           Director                           April 14, 1994
- --------------------------------
        James J. Shelton
 
   /s/ Frederick J. Warren         Director                           April 14, 1994
- --------------------------------
       Frederick J. Warren
</TABLE>

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS
 
 EXHIBIT
 -------
 
   4(a)         Tuboscope Vetco International Corporation Employee      
                Qualified Stock Purchase Plan.
 
   4(b)         First Amendment to the Tuboscope Vetco International    
                Corporation Employee Qualified Stock Purchase Plan.
 
   5            Opinion of Latham & Watkins.                            
 
   23(a)        Consent of Ernst & Young.                               
 
   23(b)        Consent of Latham & Watkins (included in Exhibit 5).    
 
   24           Powers of Attorney (included herein on pages 4 and 5).  

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19892}]
{"company-data": {"conformed-name": "TUBOSCOPE VETCO INTERNATIONAL CORP", "cik": "0000860097", "assigned-sic": "1389", "irs-number": "760252850", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54337", "film-number": "94536258"}, "business-address": {"street1": "P O BOX 808", "city": "HOUSTON", "state": "TX", "zip": "77001", "phone": "7137995100"}, "mail-address": {"street1": "P.O. BOX 808", "city": "HOUSTON", "state": "TX", "zip": "77001"}, "former-company": {"former-conformed-name": "TUBOSCOPE CORP", "date-changed": "19920608"}}
As filed with the Securities and Exchange Commission on June 28, 1994
                                                     Registration No. 33-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              --------------------
                                TUBOSCOPE VETCO
                           INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                             76-0252850
    (State or other jurisdiction                 (I.R.S. Employer
  of incorporation or organization)             Identification No.)

                              --------------------
                                2835 Holmes Road
                             Houston, Texas  77051
                                 (713) 799-5100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                              --------------------
                 The Tuboscope Vetco International Corporation
                     Employee Qualified Stock Purchase Plan
                              (Full title of Plan)
 
                              --------------------

JAMES F. MARONEY, III                         Copy to:
Vice President, Secretary and                 PATRICK T. SEAVER
General Counsel                               Latham & Watkins
Tuboscope Vetco International Corporation     650 Town Center Drive, Suite 2000
2835 Holmes Road                              Costa Mesa, California  92626
Houston, Texas  77051                         (714) 540-1235
(713) 799-5100
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                              --------------------
 
                              CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
                                                     PROPOSED      PROPOSED
                                                     MAXIMUM       MAXIMUM
      TITLE OF EACH CLASS             AMOUNT         OFFERING     AGGREGATE      AMOUNT OF
         OF SECURITIES                 TO BE        PRICE PER      OFFERING     REGISTRATION
       TO BE REGISTERED           REGISTERED (1)    SHARE (2)     PRICE (2)         FEE
============================================================================================
Common Stock, $.01 par value...   100,000 Shares      $6.125     $612,500.00      $212.00
============================================================================================
(1) The Tuboscope Vetco International Corporation Employee Qualified Stock
         Purchase Plan (the "Plan") authorizes the issuance of a maximum of
         100,000 shares of common stock, $.01 par value (the "Common Stock") of
         Tuboscope Vetco International Corporation (the "Company"), all of which
         are being registered hereunder.

     (2) Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
         "Act").  The Proposed Maximum Offering Price Per Share is the average
         of the high and low prices of the Common Stock as listed on the Nasdaq
         National Market on June 21, 1994 (which were $6.25 and $6.00,
         respectively).

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
      Proposed sale to take place as soon after the effective date of the
    Registration Statement as options granted under the Plan are exercised.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
              -----------------------------------------------

           The following documents filed with the Commission are incorporated
     herein by reference:

           (a) Annual Report on Form 10-K for the fiscal year ended December 31,
        1993, filed by the Company with the Commission.

           (b) Quarterly Report on Form 10-Q for the quarter ended March 31,
        1994, filed by the Company with the Commission.

           (c) The description of the Company's Common Stock set forth under the
        caption "Description of Registrant's Securities to be Registered"
        included in its Form 8-A Registration Statement (File No. 0-18312),
        which was declared effective by the Commission on March 12, 1990,
        including any subsequently filed amendments and reports updating such
        description.

           In addition to the foregoing documents, all documents subsequently
     filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     Securities Exchange Act of 1934, as amended, prior to the filing of a post-
     effective amendment which indicates that all securities offered hereby have
     been sold or which deregisters all securities then remaining unsold, shall
     be deemed to be incorporated by reference herein and to be a part hereof
     from the date of the filing of such reports and documents.  Any statement
     contained in a document incorporated or deemed to be incorporated by
     reference herein shall be deemed to be modified or superseded for purposes
     of this Registration Statement to the extent that a statement contained
     herein or in any other subsequently filed document which also is or is
     deemed to be incorporated by reference herein modifies or supersedes such
     statement.  Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Registration Statement.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
              --------------------------------------

                                 LEGAL MATTERS
                                 -------------

           Certain legal matters concerning the Common Stock registered hereby
     are being passed upon for the Company by Latham & Watkins, Costa Mesa,
     California.

                                    EXPERTS
                                    -------

           The consolidated financial statements of Tuboscope Vetco
     International Corporation appearing in Tuboscope Vetco International
     Corporation's Annual Report (Form 10-K) for the year ended December 31,
     1993, have been audited by Ernst & Young, independent auditors, as set
     forth in their report thereon included therein and incorporated herein by
     reference.  Such consolidated financial statements are incorporated herein
     by reference in reliance upon such report given upon the authority of such
     firm as experts in accounting and auditing.

     ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS
              -----------------------------------------

           Reference is made to Section 102(b)(7) of the Delaware General
     Corporation Law (the "DGCL"), which enables a corporation in its original
     certificate of incorporation or an amendment thereto to eliminate or limit
     the personal liability of a director for violations of the director's
     fiduciary duty,

                                       1
except (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing violation of
     law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
     directors for unlawful payment of dividends or unlawful stock purchases or
     redemptions) or (iv) for any transaction from which a director derived an
     improper personal benefit.  The Certificate of Incorporation of the Company
     contains provisions eliminating or limiting the liability of directors to
     the extent permitted by Section 102(b)(7) of the DGCL.

           Section 145 of the DGCL permits indemnification of officers and
     directors under certain circumstances.

           The Amended and Restated Bylaws of the Company contain a provision
     permitted by the DGCL that provides that directors and officers will be
     indemnified by the Company to the fullest extent permitted by law for all
     losses that may be incurred by them in connection with any action, suit or
     proceeding in which they may become involved by reason of their service as
     a director or officer of the Company.

           The Company's Underwriting Agreement executed in connection with
     Tuboscope Vetco International Inc.'s ("TVII") public offering of 10 3/4%
     Senior Subordinated Notes (the "Notes"), unconditionally guaranteed by the
     Company, require TVII and the Company, on one hand, and certain
     underwriters of the Notes, on the other hand, under certain circumstances,
     to indemnify each other and their controlling persons, officers and
     directors against certain liabilities, including liabilities under the Act,
     incurred in connection with the offer and sale of such Notes.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

     ITEM 8.  EXHIBITS

     4(a)  Tuboscope Vetco International Corporation Employee Qualified Stock
           Purchase Plan.

     4(b)  First Amendment to the Tuboscope Vetco International Corporation
           Employee Qualified Stock Purchase Plan.

     5     Opinion of Latham & Watkins.

     23(a) Consent of Ernst & Young.

     23(b) Consent of Latham & Watkins (included in Exhibit 5).

     24    Powers of Attorney (included herein on pages 4 and 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 Act unless the
     information required to be included in a post-effective amendment is
     contained in a

                                       2
periodic report filed by the Registration pursuant to Section 13 or Section
     15(d) of the Exchange Act which is incorporated by reference in this
     Registration Statement; (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 to this Registration Statement)
     which, individually or in the aggregate, represent a fundamental change in
     the information set forth in this Registration Statement unless the
     information required to be included in a post-effective amendment is
     contained in a periodic report filed by the Registrant pursuant to Section
     13 or Section 15(d) of the Exchange Act which is incorporated by reference
     in this 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 information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Company
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), that are incorporated by reference
     in the registration statement.

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

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

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

           The undersigned registrant hereby undertake that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemeed to be the
     initial bona fide offering thereof.

           Insofar as indemnification for liabilities arising under the Act may
     be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                       3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on this
     16th day of June, 1994.

                          TUBOSCOPE VETCO INTERNATIONAL CORPORATION, a Delaware
                          corporation

                          By:  /s/Martin R. Reid
                               -----------------
                               Martin R. Reid
                               Chairman of the Board

                               POWER OF ATTORNEY

        Each person whose signature appears below authorizes James F. Maroney,
     III, and Ronald L. Koons, and either of them, with full power of
     substitution and resubstitution, his true and lawful attorneys-in-fact, for
     him in any and all capacities, to sign any amendments (including post-
     effective amendments) to this Registration Statement and to file the same,
     with exhibits thereto, and other documents in connection therewith, with
     the Securities and Exchange Commission.

        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/ Martin R. Reid                  Chairman of the Board              June 16, 1994
- --------------------------------
        Martin R. Reid

  /s/ William V. Larkin, Jr.            Director                           June 16, 1994
- --------------------------------        President and Chief Executive
      William V. Larkin, Jr.            Officer
                                        (Principal Executive Officer)

    /s/ Ronald L. Koons                 Executive Vice President, Chief    June 16, 1994
- --------------------------------        Financial Officer and Treasurer
        Ronald L. Koons                 (Principal Financial and
                                        Accounting Officer)

   /s/ Martin I. Greenberg              Vice President, Controller,        June 16, 1994
- --------------------------------        Assistant Treasurer and
       Martin I. Greenberg              Assistant Secretary

    /s/ Jerome R. Baier                 Director                           April 13, 1994
- --------------------------------
        Jerome R. Baier

   /s/ Martin G. Hubbard                Director                           June 16, 1994
- --------------------------------
       Martin G. Hubbard
4
Director
- --------------------------------
        Robert A. Lahr
 
    /s/ Eric L. Mattson            Director                           April 13, 1994
- --------------------------------
        Eric L. Mattson
 
/s/ Timothy M. Pennington, III     Director                           April 14, 1994
- --------------------------------
    Timothy M. Pennington, III
 
    /s/ James J. Shelton           Director                           April 14, 1994
- --------------------------------
        James J. Shelton
 
   /s/ Frederick J. Warren         Director                           April 14, 1994
- --------------------------------
       Frederick J. Warren
5
INDEX TO EXHIBITS
 
 EXHIBIT
 -------
 
   4(a)         Tuboscope Vetco International Corporation Employee      
                Qualified Stock Purchase Plan.
 
   4(b)         First Amendment to the Tuboscope Vetco International    
                Corporation Employee Qualified Stock Purchase Plan.
 
   5            Opinion of Latham & Watkins.                            
 
   23(a)        Consent of Ernst & Young.                               
 
   23(b)        Consent of Latham & Watkins (included in Exhibit 5).    
 
   24           Powers of Attorney (included herein on pages 4 and 5).  

                                       6