<PAGE>
 
  As filed with the Securities and Exchange Commission on September 9, 1997

                                            Commission File Number 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
               (Exact name of Registrant as specified in charter)

               DELAWARE                             11-2908692
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)             Identification No.)

      5151 SAN FELIPE, SUITE 450
           HOUSTON, TEXAS                             77056
(Address of principal executive offices)            (Zip Code)

  1996 INCENTIVE STOCK PLAN OF BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
  1996 AND 1997 CONTRACTUAL STOCK OPTIONS OF BOOTS & COOTS INTERNATIONAL WELL
                                 CONTROL, INC.
                            (Full title of the Plan)

                   THOMAS L. EASLEY, CHIEF FINANCIAL OFFICER
                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                           5151 SAN FELIPE, SUITE 450
                              HOUSTON, TEXAS 77056
                         (address of agent for service)

                                 (713) 621-7911
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                     PROPOSED        PROPOSED
                   TITLE OF                          AMOUNT          MAXIMUM         MAXIMUM        AMOUNT OF
                SECURITIES TO                        TO BE        OFFERING PRICE    AGGREGATE     REGISTRATION
               BE REGISTERED(1)                    REGISTERED       PER SHARE(2)   OFFERING(2)         FEE
               ----------------                  --------------  ---------------  -------------   -------------
<S>                                             <C>               <C>             <C>           <C>         
Common Stock issuable pursuant to
  1996 Incentive Stock Plan                           690,000              $0.43   $296,700          $ 89.91
Common Stock underlying
  contractual stock options                         1,265,000              $0.43   $543,950          $164.83
                                                    ---------              -----   --------     ------------
 Totals                                             1,955,000                      $840,650          $254.74
                                                    =========                      ========     ============
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416, this Registration Statement also covers such number of
    additional shares of Common Stock as may become available for issuance
    pursuant to the foregoing in the event of certain changes in outstanding
    shares, including reorganizations, recapitalizations, stock splits, stock
    dividends and reserve stock splits.
(2) Estimated pursuant to Rule 457 (h) solely for the purpose of computing the
    registration fee and based upon the price at which the options may be
    exercised.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information concerning the Boots & Coots
International Well Control, Inc., 1996 Stock Option Plan and 1996 and 1997
Contractual Stock Options required by Item 1 of Form S-8 and the statement of
availability of registrant information, Plan information, and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified by Rule 428 under the Securities Act of 1933, as amended ("Securities
Act").  In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.  The registrant shall maintain a file of such documents in accordance with
the provisions of Rule 428.  Upon request, the registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.

                                       2
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the following documents filed by Boots & Coots
International Well Control, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement on Form S-8 ("Registration
Statement") by reference and shall be deemed to be a part thereof:

     (a)  The Company's Annual Report on Form 10-KSB for the year ended June 30,
          1996;

     (b)  The following reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          the end of the fiscal year ended June 30, 1996:

          (i)    The Company's Quarterly Report on Form 10-QSB for the quarter
                 ended September 30, 1996;

          (ii)   The Company's Quarterly Report on Form 10-QSB for the quarter
                 ended December 31, 1996;

          (iii)  The Company's Quarterly Report on Form 10-QSB for the quarter
                 ended March 31, 1997; and

          (iv)   The Company's Current Report on Form 8-K dated August 13, 1997;

     (c)  Not applicable.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.  The Company will provide, without charge,
each participant in the 1996 Incentive Stock Plan and each holder of 1996 and
1997 Contractual Stock Options of Boots & Coots International Well Control,
Inc., upon written or oral request directed to the Company's Secretary at the
Company's executive offices, a copy (without exhibits thereto other than
exhibits which are specifically incorporated herein by reference) of any or all
documents incorporated by reference to this Item 3.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The authorized capital stock of the Company consists of 50,000,000 shares
of $0.00001 par value common stock ("Common Stock") and 5,000,000 shares of
$0.00001 par value preferred stock (the "Preferred Stock"). As of the date
hereof, a total of 16,675,074 shares of Common

                                       3
<PAGE>
 
Stock are issued and outstanding. No shares of Preferred Stock are outstanding.
All issued and outstanding shares of Common Stock of the Company are fully paid
and non assessable.

COMMON STOCK

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company.  Except as may
be required by appli cable law, holders of shares of Common Stock will not vote
separately as a class, but will vote together with the holders of outstanding
shares of other classes of capital stock.  There is no right to cumulate votes
for the election of directors.  A majority of the issued and outstanding shares
of Common Stock constitutes a quorum at any meeting of stockholders, and, except
as to the election of directors, which are elected by a plurality of votes cast,
the vote by the holders of a majority of the outstanding shares represented at a
meeting of shareholders at which a quorum is present is required to authorize
all corporate actions to be voted upon at such meeting, including certain
fundamental corporate changes such as liquidation, merger or amendment of the
Certificate of Incorporation of the Company.

     Holders of shares of Common Stock are entitled to receive dividends, if,
as, and when declared by the Board of Directors out of funds legally available
therefor, after payment of dividends required to be paid on any outstanding
shares of Preferred Stock.  Upon liquidation of the Company, holders of shares
of Common Stock are entitled to share ratably in all assets of the Company
remaining after payment of liabilities, subject to the liquidation preferences
of any outstanding shares of Preferred Stock.  Holders of shares of Common Stock
have no conversion, redemption or preemptive rights.  The rights of the holders
of Common Stock will be subject to, and may be adversely affected by, the rights
of the holders of Preferred Stock.

PREFERRED STOCK

     Under the Company's Certificate of Incorporation, the Board of Directors
has the power, without further action by the holders of the Common Stock, to
designate the relative rights and preferences of the Company's Preferred Stock,
when and if issued.  Such rights and preferences could include conversion and
voting rights and preferences as to liquidation, redemption, dividends or other
preferences, any of which may be superior to, dilutive of and adversely affect
the interest of the holders of Common Stock.

     The Board of Directors may, without further action by the stockholders of
the Company, issue shares of Preferred Stock which it has designated.  The
rights of holders of Common Stock will be subject to, and may be adversely
affected by, the rights of holders of Preferred Stock.  While the issuance of
shares of Preferred Stock may provide the Company with flexibility in connection
with additional financing, possible acquisitions and other corporate purposes,
future issuances may have the effect of delaying, deferring or preventing the
change of control of the Company without further action by the stockholders and
may discourage bids for the Common Stock at a premium over the market price.

NOTES AND WARRANTS

     IWC Services, Inc., a Texas corporation, and wholly owned subsidiary of the
Company, has issued subordinated promissory notes ("Notes") in the aggregate
principal amount of 

                                       4
<PAGE>
 
$3,000,000. Interest on the Notes at the rate of 12% per annum is payable semi-
annually on the first day of January and July, commencing on July 1, 1997. The
maturity date of the Notes is December 31, 2000. In connection with the Note
offering, IWC Services also issued warrants to the purchasers of the Notes which
give the holders of the Notes the right to purchase shares of the Company's
Common Stock at a per share price to be determined by dividing the principal
amount of the Note held by one-half of the average closing bid price of the
Common Stock of the Company during the 60-day period commencing August 27, 1997.

BOOTS & COOTS STOCK RIGHT

     In connection with the Company's purchase of the operating assets of Boots
& Coots, L.P., a Colorado limited partnership ("Boots & Coots"), Boots & Coots
received the right to receive shares of Common Stock of the Company with a value
equal to $1,000,000 (the "Boots & Coots Stock Right").  For purposes of the
Boots & Coots Stock Right, the Company's Common Stock will be valued at the
weighted average closing bid price of the Common Stock during a 60-day valuation
period commencing on August 27, 1997.

VOTING TRUST AGREEMENT

     In May 1995, Brian Krause, the Company's President, Raymond Henry, the
Company's Director of Well Control Operations, Richard Hatteberg, the Company's
Senior Vice President, Well Control, and Danny Clayton, the Company's Senior
Vice President and the President of IWC de Venezuela, entered into a five-year
Voting Trust Agreement relating to their stock of IWC Services.  As a
consequence of the acquisition by the Company of IWC Services, such Voting Trust
Agreement now relates to the Common Stock of the Company owned by such persons.
The Voting Trust Agreement gives Larry H. Ramming, the Company's Chairman and
Chief Executive Officer, and Mr. Henry, as co-trustees, the absolute right to
vote all shares of Common Stock now owned or hereafter acquired by Messrs.
Krause, Henry, Hatteberg and Clayton during the five-year period ending December
31, 2000.  In the event that Messrs. Ramming and Henry are unable to reach an
agreement respecting the voting of such shares, the Voting Trust Agreement
provides that Charles T. Phillips, attorney at law, shall cast the deciding
vote.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Certificate of Incorporation and By-laws are intended to take
full advantage of the provisions of the Delaware General Corporation Law
("DGCL") with respect to limiting the personal liability of its officers,
directors, employees and agents.  The Certificate of Incorporation and By-laws
provide that the Company may indemnify current and former directors, officers,
employees and agents, and persons serving in similar capacities in the sub-
sidiaries or other entities in which the Company has an interest to the fullest
extent permitted by the DGCL.  Thus, the Company may be prevented from
recovering damages for certain alleged errors or omissions by the officers and
directors of the Company.  Under the Company's By-laws, indemnification payments
may only be made upon a determination that the indemnified person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, 

                                       5
<PAGE>
 
the best interests of the Company and, with respect to a criminal proceeding,
had no reasonable cause to believe such conduct was unlawful. Such determination
shall be made (i) by a majority of the disinterested members of the Board of
Directors, (ii) by independent legal counsel in a written opinion, or (iii) by
the stockholders. It is the position of the Securities and Exchange Commission
(the "SEC") that exculpation from and indemnification for liabilities arising
under the Securities Act of 1993, as amended, and the rules and regulations
promulgated thereunder is against public policy and therefore unenforceable.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Specimen Certificate for shares of Company's $0.00001 par value Common
          Stock.  Exhibit 4.1 to the Company's Current Report on Form 8-K dated
          August 13, 1997, is incorporated herein by reference.

     5.1  Opinion of Brown, Parker & Leahy, L.L.P. respecting legality of
          securities being offered.

     10.7 1996 Incentive Stock Plan of Boots & Coots International Well Control,
          Inc.

     10.8 Form of option to purchase shares of Common Stock pursuant to 1996 and
          1997 Stock Option Plan.  Exhibit 4.4 to the Company's Current Report
          on Form 8-K dated August 13, 1997, is incorporated herein by
          reference.

     23.1 Consent of Hein + Associates L.L.P.

     23.2 Consent of Cordovano and Company, P.C.

     23.3 Consent of Brown, Parker & Leahy, L.L.P. (included in Exhibit 5.1)

     25.1 Power of Attorney (included on the signature page hereto)


ITEM 9.   UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

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

                                       6
<PAGE>
 
          (i)   Include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  Reflect in the prospectus any facts or events arising after the
                effective date of the registration statement (or the most recent
                post-effective amendment thereof) which individually or in the
                aggregate, represent a fundamental change in the information set
                forth in the registration statement; and

          (iii) Include any additional or changed material information on the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(g) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 will 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 the purpose of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to section 13(a) or 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 will be deemed to be the initial bona fide offering
     thereof.

(1)  The undersigned registrant hereby undertakes to deliver or cause to be
     delivered with the documents constituting the prospectus to each
     participant to whom such prospectus is sent or given, a copy of the
     registrant's annual report to stockholders for its last fiscal year, unless
     such participant otherwise has received a copy of such report in which case
     the registrant shall state in such prospectus that it will promptly
     furnish, without charge, a copy of such report on written request of the
     participant.

(2)  The undersigned registrant hereby undertakes to transmit or cause to be
     transmitted to all participants who do not otherwise receive such material
     as stockholders of the registrant, at the time and in the manner such
     material is sent to its stockholders, copies of all reports, proxy
     statements and other communications distributed to its stockholders
     generally

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     small business issuer pursuant to the foregoing provisions, or otherwise,
     the small business issuer has been advised that in the 

                                       7
<PAGE>
 
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Securities Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against such
     liabilities (other than the payment by the small business issuer of
     expenses incurred or paid by a director, officer or controlling person of
     the small business issuer 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 small business issuer
     will, unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final
     adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Houston,
State of Texas on this 8th day of September 1997.



                              BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.


                              By:  /s/ Larry H. Ramming
                                   -------------------------------------
                                    Larry H. Ramming, Director and
                                    Chief Executive Officer

                                       8
<PAGE>
 
                               POWER OF ATTORNEY

     We, the undersigned directors and officers of Boots & Coots International
Well Control, Inc., do hereby constitute and appoint Larry H. Ramming or Thomas
L. Easley, or either of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and on our behalf in our capacities as
directors and officers, and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

     In accordance with 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 stated.

<TABLE>
<CAPTION>
 
      Signature                  Title                    Date
- ----------------------  -----------------------   --------------------
<S>                     <C>                       <C>
 
 
/s/ Larry H. Ramming    Director and Chief         September 8, 1997
- ----------------------  Executive Officer
Larry H. Ramming
 
 
/s/ Brian Krause               Director            September 8, 1997
- ----------------------
Brian Krause
 
 
/s/ K. Kirk Krist              Director            September 8, 1997
- ----------------------
Kirk Krist
 
 
/s/ Thomas L. Easley    Principal Financial and    September 8, 1997
- ----------------------  Accounting Officer
Thomas L. Easley
 
</TABLE>

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23851}]
{"company-data": {"conformed-name": "BOOTS & COOTS INTERNATIONAL WELL CONTROL INC", "cik": "0000833845", "assigned-sic": "6770", "irs-number": "112908692", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "file-number": "333-35207", "film-number": "97677440"}, "business-address": {"street1": "5151 SAN FELIPE", "street2": "SUITE 450", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "5202821275"}, "mail-address": {"street1": "P O BOX 1451", "city": "SEDONA", "state": "AZ", "zip": "86339"}, "former-company": {"former-conformed-name": "HAVENWOOD VENTURES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 9, 1997

                                            Commission File Number 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
               (Exact name of Registrant as specified in charter)

               DELAWARE                             11-2908692
  (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)             Identification No.)

      5151 SAN FELIPE, SUITE 450
           HOUSTON, TEXAS                             77056
(Address of principal executive offices)            (Zip Code)

  1996 INCENTIVE STOCK PLAN OF BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
  1996 AND 1997 CONTRACTUAL STOCK OPTIONS OF BOOTS & COOTS INTERNATIONAL WELL
                                 CONTROL, INC.
                            (Full title of the Plan)

                   THOMAS L. EASLEY, CHIEF FINANCIAL OFFICER
                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                           5151 SAN FELIPE, SUITE 450
                              HOUSTON, TEXAS 77056
                         (address of agent for service)

                                 (713) 621-7911
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
                   TITLE OF                          AMOUNT          MAXIMUM         MAXIMUM        AMOUNT OF
                SECURITIES TO                        TO BE        OFFERING PRICE    AGGREGATE     REGISTRATION
               BE REGISTERED(1)                    REGISTERED       PER SHARE(2)   OFFERING(2)         FEE
               ----------------                  --------------  ---------------  -------------   -------------
Common Stock issuable pursuant to
  1996 Incentive Stock Plan                           690,000              $0.43   $296,700          $ 89.91
Common Stock underlying
  contractual stock options                         1,265,000              $0.43   $543,950          $164.83
                                                    ---------              -----   --------     ------------
 Totals                                             1,955,000                      $840,650          $254.74
                                                    =========                      ========     ============
- --------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such number of
    additional shares of Common Stock as may become available for issuance
    pursuant to the foregoing in the event of certain changes in outstanding
    shares, including reorganizations, recapitalizations, stock splits, stock
    dividends and reserve stock splits.
(2) Estimated pursuant to Rule 457 (h) solely for the purpose of computing the
    registration fee and based upon the price at which the options may be
    exercised.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information concerning the Boots & Coots
International Well Control, Inc., 1996 Stock Option Plan and 1996 and 1997
Contractual Stock Options required by Item 1 of Form S-8 and the statement of
availability of registrant information, Plan information, and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified by Rule 428 under the Securities Act of 1933, as amended ("Securities
Act").  In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.  The registrant shall maintain a file of such documents in accordance with
the provisions of Rule 428.  Upon request, the registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the following documents filed by Boots & Coots
International Well Control, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement on Form S-8 ("Registration
Statement") by reference and shall be deemed to be a part thereof:

     (a)  The Company's Annual Report on Form 10-KSB for the year ended June 30,
          1996;

     (b)  The following reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          the end of the fiscal year ended June 30, 1996:

          (i)    The Company's Quarterly Report on Form 10-QSB for the quarter
                 ended September 30, 1996;

          (ii)   The Company's Quarterly Report on Form 10-QSB for the quarter
                 ended December 31, 1996;

          (iii)  The Company's Quarterly Report on Form 10-QSB for the quarter
                 ended March 31, 1997; and

          (iv)   The Company's Current Report on Form 8-K dated August 13, 1997;

     (c)  Not applicable.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.  The Company will provide, without charge,
each participant in the 1996 Incentive Stock Plan and each holder of 1996 and
1997 Contractual Stock Options of Boots & Coots International Well Control,
Inc., upon written or oral request directed to the Company's Secretary at the
Company's executive offices, a copy (without exhibits thereto other than
exhibits which are specifically incorporated herein by reference) of any or all
documents incorporated by reference to this Item 3.

ITEM 4.   DESCRIPTION OF SECURITIES.

     The authorized capital stock of the Company consists of 50,000,000 shares
of $0.00001 par value common stock ("Common Stock") and 5,000,000 shares of
$0.00001 par value preferred stock (the "Preferred Stock"). As of the date
hereof, a total of 16,675,074 shares of Common

                                       3
Stock are issued and outstanding. No shares of Preferred Stock are outstanding.
All issued and outstanding shares of Common Stock of the Company are fully paid
and non assessable.

COMMON STOCK

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company.  Except as may
be required by appli cable law, holders of shares of Common Stock will not vote
separately as a class, but will vote together with the holders of outstanding
shares of other classes of capital stock.  There is no right to cumulate votes
for the election of directors.  A majority of the issued and outstanding shares
of Common Stock constitutes a quorum at any meeting of stockholders, and, except
as to the election of directors, which are elected by a plurality of votes cast,
the vote by the holders of a majority of the outstanding shares represented at a
meeting of shareholders at which a quorum is present is required to authorize
all corporate actions to be voted upon at such meeting, including certain
fundamental corporate changes such as liquidation, merger or amendment of the
Certificate of Incorporation of the Company.

     Holders of shares of Common Stock are entitled to receive dividends, if,
as, and when declared by the Board of Directors out of funds legally available
therefor, after payment of dividends required to be paid on any outstanding
shares of Preferred Stock.  Upon liquidation of the Company, holders of shares
of Common Stock are entitled to share ratably in all assets of the Company
remaining after payment of liabilities, subject to the liquidation preferences
of any outstanding shares of Preferred Stock.  Holders of shares of Common Stock
have no conversion, redemption or preemptive rights.  The rights of the holders
of Common Stock will be subject to, and may be adversely affected by, the rights
of the holders of Preferred Stock.

PREFERRED STOCK

     Under the Company's Certificate of Incorporation, the Board of Directors
has the power, without further action by the holders of the Common Stock, to
designate the relative rights and preferences of the Company's Preferred Stock,
when and if issued.  Such rights and preferences could include conversion and
voting rights and preferences as to liquidation, redemption, dividends or other
preferences, any of which may be superior to, dilutive of and adversely affect
the interest of the holders of Common Stock.

     The Board of Directors may, without further action by the stockholders of
the Company, issue shares of Preferred Stock which it has designated.  The
rights of holders of Common Stock will be subject to, and may be adversely
affected by, the rights of holders of Preferred Stock.  While the issuance of
shares of Preferred Stock may provide the Company with flexibility in connection
with additional financing, possible acquisitions and other corporate purposes,
future issuances may have the effect of delaying, deferring or preventing the
change of control of the Company without further action by the stockholders and
may discourage bids for the Common Stock at a premium over the market price.

NOTES AND WARRANTS

     IWC Services, Inc., a Texas corporation, and wholly owned subsidiary of the
Company, has issued subordinated promissory notes ("Notes") in the aggregate
principal amount of 

                                       4
$3,000,000. Interest on the Notes at the rate of 12% per annum is payable semi-
annually on the first day of January and July, commencing on July 1, 1997. The
maturity date of the Notes is December 31, 2000. In connection with the Note
offering, IWC Services also issued warrants to the purchasers of the Notes which
give the holders of the Notes the right to purchase shares of the Company's
Common Stock at a per share price to be determined by dividing the principal
amount of the Note held by one-half of the average closing bid price of the
Common Stock of the Company during the 60-day period commencing August 27, 1997.

BOOTS & COOTS STOCK RIGHT

     In connection with the Company's purchase of the operating assets of Boots
& Coots, L.P., a Colorado limited partnership ("Boots & Coots"), Boots & Coots
received the right to receive shares of Common Stock of the Company with a value
equal to $1,000,000 (the "Boots & Coots Stock Right").  For purposes of the
Boots & Coots Stock Right, the Company's Common Stock will be valued at the
weighted average closing bid price of the Common Stock during a 60-day valuation
period commencing on August 27, 1997.

VOTING TRUST AGREEMENT

     In May 1995, Brian Krause, the Company's President, Raymond Henry, the
Company's Director of Well Control Operations, Richard Hatteberg, the Company's
Senior Vice President, Well Control, and Danny Clayton, the Company's Senior
Vice President and the President of IWC de Venezuela, entered into a five-year
Voting Trust Agreement relating to their stock of IWC Services.  As a
consequence of the acquisition by the Company of IWC Services, such Voting Trust
Agreement now relates to the Common Stock of the Company owned by such persons.
The Voting Trust Agreement gives Larry H. Ramming, the Company's Chairman and
Chief Executive Officer, and Mr. Henry, as co-trustees, the absolute right to
vote all shares of Common Stock now owned or hereafter acquired by Messrs.
Krause, Henry, Hatteberg and Clayton during the five-year period ending December
31, 2000.  In the event that Messrs. Ramming and Henry are unable to reach an
agreement respecting the voting of such shares, the Voting Trust Agreement
provides that Charles T. Phillips, attorney at law, shall cast the deciding
vote.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Certificate of Incorporation and By-laws are intended to take
full advantage of the provisions of the Delaware General Corporation Law
("DGCL") with respect to limiting the personal liability of its officers,
directors, employees and agents.  The Certificate of Incorporation and By-laws
provide that the Company may indemnify current and former directors, officers,
employees and agents, and persons serving in similar capacities in the sub-
sidiaries or other entities in which the Company has an interest to the fullest
extent permitted by the DGCL.  Thus, the Company may be prevented from
recovering damages for certain alleged errors or omissions by the officers and
directors of the Company.  Under the Company's By-laws, indemnification payments
may only be made upon a determination that the indemnified person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, 

                                       5
the best interests of the Company and, with respect to a criminal proceeding,
had no reasonable cause to believe such conduct was unlawful. Such determination
shall be made (i) by a majority of the disinterested members of the Board of
Directors, (ii) by independent legal counsel in a written opinion, or (iii) by
the stockholders. It is the position of the Securities and Exchange Commission
(the "SEC") that exculpation from and indemnification for liabilities arising
under the Securities Act of 1993, as amended, and the rules and regulations
promulgated thereunder is against public policy and therefore unenforceable.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Specimen Certificate for shares of Company's $0.00001 par value Common
          Stock.  Exhibit 4.1 to the Company's Current Report on Form 8-K dated
          August 13, 1997, is incorporated herein by reference.

     5.1  Opinion of Brown, Parker & Leahy, L.L.P. respecting legality of
          securities being offered.

     10.7 1996 Incentive Stock Plan of Boots & Coots International Well Control,
          Inc.

     10.8 Form of option to purchase shares of Common Stock pursuant to 1996 and
          1997 Stock Option Plan.  Exhibit 4.4 to the Company's Current Report
          on Form 8-K dated August 13, 1997, is incorporated herein by
          reference.

     23.1 Consent of Hein + Associates L.L.P.

     23.2 Consent of Cordovano and Company, P.C.

     23.3 Consent of Brown, Parker & Leahy, L.L.P. (included in Exhibit 5.1)

     25.1 Power of Attorney (included on the signature page hereto)

ITEM 9.   UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

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

                                       6
(i)   Include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  Reflect in the prospectus any facts or events arising after the
                effective date of the registration statement (or the most recent
                post-effective amendment thereof) which individually or in the
                aggregate, represent a fundamental change in the information set
                forth in the registration statement; and

          (iii) Include any additional or changed material information on the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(g) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 will 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 the purpose of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to section 13(a) or 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 will be deemed to be the initial bona fide offering
     thereof.

(1)  The undersigned registrant hereby undertakes to deliver or cause to be
     delivered with the documents constituting the prospectus to each
     participant to whom such prospectus is sent or given, a copy of the
     registrant's annual report to stockholders for its last fiscal year, unless
     such participant otherwise has received a copy of such report in which case
     the registrant shall state in such prospectus that it will promptly
     furnish, without charge, a copy of such report on written request of the
     participant.

(2)  The undersigned registrant hereby undertakes to transmit or cause to be
     transmitted to all participants who do not otherwise receive such material
     as stockholders of the registrant, at the time and in the manner such
     material is sent to its stockholders, copies of all reports, proxy
     statements and other communications distributed to its stockholders
     generally

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     small business issuer pursuant to the foregoing provisions, or otherwise,
     the small business issuer has been advised that in the 

                                       7
opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Securities Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against such
     liabilities (other than the payment by the small business issuer of
     expenses incurred or paid by a director, officer or controlling person of
     the small business issuer 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 small business issuer
     will, unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final
     adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Houston,
State of Texas on this 8th day of September 1997.

                              BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                              By:  /s/ Larry H. Ramming
                                   -------------------------------------
                                    Larry H. Ramming, Director and
                                    Chief Executive Officer

                                       8
POWER OF ATTORNEY

     We, the undersigned directors and officers of Boots & Coots International
Well Control, Inc., do hereby constitute and appoint Larry H. Ramming or Thomas
L. Easley, or either of them, our true and lawful attorneys and agents, to do
any and all acts and things in our name and on our behalf in our capacities as
directors and officers, and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

     In accordance with 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 stated.
Signature                  Title                    Date
- ----------------------  -----------------------   --------------------
/s/ Larry H. Ramming    Director and Chief         September 8, 1997
- ----------------------  Executive Officer
Larry H. Ramming
 
 
/s/ Brian Krause               Director            September 8, 1997
- ----------------------
Brian Krause
 
 
/s/ K. Kirk Krist              Director            September 8, 1997
- ----------------------
Kirk Krist
 
 
/s/ Thomas L. Easley    Principal Financial and    September 8, 1997
- ----------------------  Accounting Officer
Thomas L. Easley
9