<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
                                                           REGISTRATION NO. 333-
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       --------------------------------

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

                           DRILEX INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S>                                <C>                                        <C>
         DELAWARE                              15151 SOMMERMEYER                  76-0438889
(State or Other Jurisdiction of                 HOUSTON, TEXAS                 (I.R.S. Employer
Incorporation or Organization)     (Address of Principal Executive Offices)   Identification No.)
                                                     77041
                                                   (Zip Code)
- ------------------------------------------------------------------------------------------------
</TABLE>

                  DRILEX INTERNATIONAL INC. STOCK OPTION PLAN
                           (Full title of the plan)
- --------------------------------------------------------------------------------



                                 JOHN FORREST
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           DRILEX INTERNATIONAL INC.
                               15151 SOMMERMEYER
                             HOUSTON, TEXAS  77041

                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 937-8888

                                    copy to:
                             J. DAVID KIRKLAND, JR.
                             BAKER & BOTTS, L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
==========================================================================================

                                                                Proposed
Title of                     Amount     Proposed Maximum        Maximum         Amount of
Securities to be             to be       Offering Price        Aggregate       Registration
Registered                 Registered         Per          Offering Price(1)       Fee
                                           Share(1)
- -------------------------------------------------------------------------------------------
<S>                        <C>             <C>              <C>                <C>
Common Stock (par value       440,000      $16.00           $7,040,000.00       $2,427.59
 $.01 per share)                                               
===========================================================================================
  (1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
  calculating the registration fee and based upon the average of the high and
  low sales price of the shares of Common Stock of Drilex International Inc.
  quoted on the NASDAQ National Market on July 18, 1996.

===========================================================================================
</TABLE> 
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note:  The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability of
registrant information and any 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 (the "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.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by Drilex International
Inc., a Delaware corporation (the "Company"):
 
          1.   The Company's prospectus dated July 2, 1996, as filed with the
Commission pursuant to Rule 424(b) of the Securities Act;

          2.   The description of the Company's common stock, par value $.01 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as amended, as filed with the Commission on June 27, 1996, pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act").

     Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

     Any statement 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 subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a

                                     II-1
<PAGE>
 
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b).  Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has

                                     II-2
<PAGE>
 
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL.  Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

Bylaws

     The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Company.  The Bylaws further provide that the right to
indemnification conferred thereby shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a current, former or
proposed director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been agreed to be rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking, by or on behalf of such indemnified
person, to repay all amounts so advanced if it shall ultimately determine that
such indemnified person is not entitled to be indemnified under the Bylaws or
otherwise.  In addition, the Bylaws provide that the Company may, by action of
its board of directors, provide indemnification to employees and agents of the
Company, individually or as a group, with the same scope and effect as the
indemnification of directors and officers provided for in the Bylaws.

Indemnification Agreements

     The Company has entered into Indemnification Agreements with each of its
directors.  The Indemnification Agreements provide that the Company shall
indemnify the director and hold him harmless from any losses and expenses which,
in type or amount, are not insured under the directors and officers' liability
insurance maintained by the Company, and generally indemnifies the director
against losses and expenses as a result of a claim or claims made

                                     II-3
<PAGE>
 
against him for any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by the director or
any of the foregoing alleged by any claimant or any claim against the director
solely by reason of him being a director or officer of the Company, subject to
certain exclusions.  The Indemnification Agreements also provide certain
procedures regarding the right to indemnification and for the advancement of
expenses.

Underwriting Agreement

     The Purchase Agreement dated July 2, 1996 among the Company, the Selling
Stockholder referred to therein and the underwriters listed in Schedule I
thereto, a form of which Purchase Agreement was filed as Exhibit 1.1 to the
Company's Registration Statement on Form S-1 (Registration No. 333-03405),
provides for the indemnification of the directors and officers of the Company in
certain circumstances.

Insurance

     The Company has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company, including
certain liabilities under the securities laws.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.
 
 
ITEM 8.    EXHIBITS

     The following documents are filed as a part of this registration statement
or incorporated by reference herein:
 
 
Exhibit
No.                                    Description
- -------                                -----------       

    4.1* --    Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-1 (Registration No. 333-03405))

    4.2* --    Bylaws of the Company, as amended (incorporated by reference to
               Exhibit 3.2 to the Company's Registration Statement on Form S-1
               (Registration No. 333-03405))

    4.3* --    Form of Certificate representing Common Stock (incorporated by
               reference to Exhibit 4.1 to the Company's Registration Statement
               on Form S-1 (Registration No. 333-03405))

    4.4  --    The Drilex International Inc. Stock Option Plan

    5    --    Opinion of Baker & Botts, L.L.P.

   23.1  --    Consent of Deloitte & Touche LLP

   23.2  --    Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

   24    --    Powers of Attorney (included on the signature page of this
               Registration Statement)

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

*    Incorporated herein by reference as indicated.

                                     II-4
<PAGE>
 
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:

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

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

               (iii) 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;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act 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 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
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 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.

     (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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the 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 registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
<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 the 19th day of July,
1996.

                                    DRILEX INTERNATIONAL INC.


                                    By: /s/ John Forrest
                                        -------------------
                                        John Forrest
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

          Each person whose signature appears below appoints John Forrest and G.
Bruce Broussard, and each of them, each of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 19th day of July, 1996.


       Signature                               Title
       ---------                               -----                       
 
/s/ John Forrest          President, Chief Executive Officer and Director
- ------------------------  (Principal Executive Officer)
John Forrest

/s/ G. Bruce Broussard    Vice President--Finance and Administration and   
- ------------------------  Secretary (Principal Financial and Accounting     
    G. Bruce Broussard    Officer)                                          
 
/s/ L.E. Simmons          Chairman of the Board
- ------------------------
L.E. Simmons
 
/s/ David C. Baldwin      Director
- ------------------------
David C. Baldwin
 
/s/ Robert P. Peebler     Director
- ------------------------
Robert P. Peebler
 
                          Director
- ------------------------
Sam S. Sorrell
 
/s/ Andrew L. Waite       Director
- ------------------------
Andrew L. Waite
 
                          Director
- ------------------------
A. Clark Johnson



                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX
 
 
Exhibit                           
No.                               Description
- -------                           -----------


    4.1* --     Restated Certificate of Incorporation of the Company
                (incorporated by reference to Exhibit 3.1 to the Company's
                Registration Statement on Form S-1 (Registration No. 333-
                03405))

    4.2* --     Bylaws of the Company, as amended (incorporated by reference to
                Exhibit 3.2 to the Company's Registration Statement on Form S-1
                (Registration No. 333-03405))

    4.3* --     Form of Certificate representing Common Stock (incorporated by
                reference to Exhibit 4.1 to the Company's Registration Statement
                on Form S-1 (Registration No. 333-03405))

    4.4  --     The Drilex International Inc. Stock Option Plan

    5    --     Opinion of Baker & Botts, L.L.P.

   23.1  --     Consent of Deloitte & Touche LLP

   23.2  --     Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

   24    --     Powers of Attorney (included on the signature page of this
                Registration Statement)


- ----------------------   
   *  Incorporated herein by reference as indicated.

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29533}]
{"company-data": {"conformed-name": "DRILEX INTERNATIONAL INC", "cik": "0001013036", "assigned-sic": "1389", "irs-number": "760438889", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08517", "film-number": "96597037"}, "business-address": {"street1": "15151 SOMMERMEYER", "street2": "15151 SOMMERMEYER", "city": "HOUSTON", "state": "TX", "zip": "77041", "phone": "7139378888"}, "mail-address": {"street1": "15151 SOMMERMEYER", "street2": "15151 SOMMERMEYER", "city": "HOUSTON", "state": "TX", "zip": "77041"}, "former-company": {"former-conformed-name": "DRILEX CORP", "date-changed": "19960428"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
                                                           REGISTRATION NO. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       --------------------------------

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

                           DRILEX INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)
DELAWARE                              15151 SOMMERMEYER                  76-0438889
(State or Other Jurisdiction of                 HOUSTON, TEXAS                 (I.R.S. Employer
Incorporation or Organization)     (Address of Principal Executive Offices)   Identification No.)
                                                     77041
                                                   (Zip Code)
- ------------------------------------------------------------------------------------------------
DRILEX INTERNATIONAL INC. STOCK OPTION PLAN
                           (Full title of the plan)
- --------------------------------------------------------------------------------

                                 JOHN FORREST
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           DRILEX INTERNATIONAL INC.
                               15151 SOMMERMEYER
                             HOUSTON, TEXAS  77041

                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 937-8888

                                    copy to:
                             J. DAVID KIRKLAND, JR.
                             BAKER & BOTTS, L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995
CALCULATION OF REGISTRATION FEE
==========================================================================================

                                                                Proposed
Title of                     Amount     Proposed Maximum        Maximum         Amount of
Securities to be             to be       Offering Price        Aggregate       Registration
Registered                 Registered         Per          Offering Price(1)       Fee
                                           Share(1)
- -------------------------------------------------------------------------------------------
Common Stock (par value       440,000      $16.00           $7,040,000.00       $2,427.59
 $.01 per share)                                               
===========================================================================================
  (1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
  calculating the registration fee and based upon the average of the high and
  low sales price of the shares of Common Stock of Drilex International Inc.
  quoted on the NASDAQ National Market on July 18, 1996.

===========================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note:  The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability of
registrant information and any 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 (the "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.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by Drilex International
Inc., a Delaware corporation (the "Company"):
 
          1.   The Company's prospectus dated July 2, 1996, as filed with the
Commission pursuant to Rule 424(b) of the Securities Act;

          2.   The description of the Company's common stock, par value $.01 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as amended, as filed with the Commission on June 27, 1996, pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act").

     Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

     Any statement 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 subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a

                                     II-1
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b).  Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has

                                     II-2
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL.  Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

Bylaws

     The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Company.  The Bylaws further provide that the right to
indemnification conferred thereby shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a current, former or
proposed director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been agreed to be rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking, by or on behalf of such indemnified
person, to repay all amounts so advanced if it shall ultimately determine that
such indemnified person is not entitled to be indemnified under the Bylaws or
otherwise.  In addition, the Bylaws provide that the Company may, by action of
its board of directors, provide indemnification to employees and agents of the
Company, individually or as a group, with the same scope and effect as the
indemnification of directors and officers provided for in the Bylaws.

Indemnification Agreements

     The Company has entered into Indemnification Agreements with each of its
directors.  The Indemnification Agreements provide that the Company shall
indemnify the director and hold him harmless from any losses and expenses which,
in type or amount, are not insured under the directors and officers' liability
insurance maintained by the Company, and generally indemnifies the director
against losses and expenses as a result of a claim or claims made

                                     II-3
against him for any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by the director or
any of the foregoing alleged by any claimant or any claim against the director
solely by reason of him being a director or officer of the Company, subject to
certain exclusions.  The Indemnification Agreements also provide certain
procedures regarding the right to indemnification and for the advancement of
expenses.

Underwriting Agreement

     The Purchase Agreement dated July 2, 1996 among the Company, the Selling
Stockholder referred to therein and the underwriters listed in Schedule I
thereto, a form of which Purchase Agreement was filed as Exhibit 1.1 to the
Company's Registration Statement on Form S-1 (Registration No. 333-03405),
provides for the indemnification of the directors and officers of the Company in
certain circumstances.

Insurance

     The Company has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company, including
certain liabilities under the securities laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.
 
 
ITEM 8.    EXHIBITS

     The following documents are filed as a part of this registration statement
or incorporated by reference herein:
 
 
Exhibit
No.                                    Description
- -------                                -----------       

    4.1* --    Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-1 (Registration No. 333-03405))

    4.2* --    Bylaws of the Company, as amended (incorporated by reference to
               Exhibit 3.2 to the Company's Registration Statement on Form S-1
               (Registration No. 333-03405))

    4.3* --    Form of Certificate representing Common Stock (incorporated by
               reference to Exhibit 4.1 to the Company's Registration Statement
               on Form S-1 (Registration No. 333-03405))

    4.4  --    The Drilex International Inc. Stock Option Plan

    5    --    Opinion of Baker & Botts, L.L.P.

   23.1  --    Consent of Deloitte & Touche LLP

   23.2  --    Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

   24    --    Powers of Attorney (included on the signature page of this
               Registration Statement)

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

*    Incorporated herein by reference as indicated.

                                     II-4
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:

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

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

               (iii) 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;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act 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 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
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 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.

     (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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the 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 registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
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 the 19th day of July,
1996.

                                    DRILEX INTERNATIONAL INC.

                                    By: /s/ John Forrest
                                        -------------------
                                        John Forrest
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

          Each person whose signature appears below appoints John Forrest and G.
Bruce Broussard, and each of them, each of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 19th day of July, 1996.

       Signature                               Title
       ---------                               -----                       
 
/s/ John Forrest          President, Chief Executive Officer and Director
- ------------------------  (Principal Executive Officer)
John Forrest

/s/ G. Bruce Broussard    Vice President--Finance and Administration and   
- ------------------------  Secretary (Principal Financial and Accounting     
    G. Bruce Broussard    Officer)                                          
 
/s/ L.E. Simmons          Chairman of the Board
- ------------------------
L.E. Simmons
 
/s/ David C. Baldwin      Director
- ------------------------
David C. Baldwin
 
/s/ Robert P. Peebler     Director
- ------------------------
Robert P. Peebler
 
                          Director
- ------------------------
Sam S. Sorrell
 
/s/ Andrew L. Waite       Director
- ------------------------
Andrew L. Waite
 
                          Director
- ------------------------
A. Clark Johnson

                                     II-6
EXHIBIT INDEX
 
 
Exhibit                           
No.                               Description
- -------                           -----------

    4.1* --     Restated Certificate of Incorporation of the Company
                (incorporated by reference to Exhibit 3.1 to the Company's
                Registration Statement on Form S-1 (Registration No. 333-
                03405))

    4.2* --     Bylaws of the Company, as amended (incorporated by reference to
                Exhibit 3.2 to the Company's Registration Statement on Form S-1
                (Registration No. 333-03405))

    4.3* --     Form of Certificate representing Common Stock (incorporated by
                reference to Exhibit 4.1 to the Company's Registration Statement
                on Form S-1 (Registration No. 333-03405))

    4.4  --     The Drilex International Inc. Stock Option Plan

    5    --     Opinion of Baker & Botts, L.L.P.

   23.1  --     Consent of Deloitte & Touche LLP

   23.2  --     Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

   24    --     Powers of Attorney (included on the signature page of this
                Registration Statement)

- ----------------------   
   *  Incorporated herein by reference as indicated.

                                     II-7