As filed with the
      Securities and Exchange Commission on April 25, 1997.

                                          Registration No. 333-
-----------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                            ----------

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933


                       CARBO CERAMICS INC.
        (Exact name of issuer as specified in its charter)

           Delaware                               72-1100013
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)             Identification No.)


            600 East Las Colinas Boulevard, Suite 1520
                       Irving, Texas 75039
             (Address of principal executive offices)

                            ----------

                       CARBO CERAMICS INC.
             1996 STOCK OPTION PLAN FOR KEY EMPLOYEES
                     (Full title of the plan)


                          Paul G. Vitek
        Vice President of Finance, Secretary and Treasurer
                       CARBO CERAMICS INC.
            600 East Las Colinas Boulevard, Suite 1520
                       Irving, Texas 75039
                          (972) 401-0090
    (Name, address and telephone number of agent for service)


                             Copy to:
                     Stephen H. Shalen, Esq.
                Cleary, Gottlieb, Steen & Hamilton
                        One Liberty Plaza
                     New York, New York 10006



<PAGE>




                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
                              Proposed
Title of                      Maximum       Proposed
Securities                    Offering      Maximum            Amount of
to be       Amount to be      Price         Aggregate          Registration
Registered  Registered(1)     Per Share(2)  Offering Price(2)  Fee(2)
----------  -------------     ------------  -----------------  ------------
Common      1,000,000 shares   $20.25       $20,250,000.00     $6,136.36
Stock                        
$.01 par
value per
share

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

(1) Together with an indeterminate number of shares that may be
necessary to adjust the number of shares reserved for issuance
pursuant to the Carbo Ceramics Inc. 1996 Stock Option Plan for
Key Employees (the "Plan") as the result of a stock split, stock
dividend or similar adjustment of the outstanding common stock of
Carbo Ceramics Inc. (the "Registrant").

(2) Estimated solely for purposes of calculation of the
registration fee with respect to the shares being registered
hereby pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), on the basis of the average of
the high and low prices on April 23, 1997 of a share of Common
Stock of the Registrant as reported on the Nasdaq Stock Market,
Inc.'s National Market.

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



<PAGE>



                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

      The reports listed below have been filed with or furnished
to the Securities and Exchange Commission (the "Commission") by
the Registrant and are incorporated herein by reference to the
extent not superseded by reports or other information
subsequently filed or furnished.

      (a) The Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1996.

      (b) All of the Registrant's reports filed with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(excluding the portions of any report filed pursuant to Section
14 of the Exchange Act responding to Item 402(i), (k) and (l) of
Regulation S-K) after the date of this Registration Statement and
prior to filing a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such reports.

      (c) The description of the common stock of the Registrant
is contained under the captions "Prospectus Summary" and
"Description of Common Stock" in the Prospectus Subject to
Completion dated April 10, 1996 included in the Registration
Statement on Form S-1 (No. 333-1884), filed by the Registrant
under the Securities Act with the Commission on March 1, 1996, as
amended by Amendment No. 1 thereto filed by the Registrant under
the Securities Act with the Commission on April 10, 1996, and
incorporated by reference to the Registration Statement on Form
8-A filed by the Registrant under the Exchange Act with the
Commission on April 10, 1996.

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

Item 4.  Description of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel

      Not applicable.



                              II-1



<PAGE>






Item 6.  Indemnification of Directors and Officers


      Section 145 of The Delaware General Corporation Law
provides in regard to indemnification of directors and officers
as follows:

   145  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
        INSURANCE.--

   (a)  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 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.

    (b) 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 of 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 indemnify for such expenses which
        the Court of Chancery or such other court shall deem
        proper.

    (c) 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 this section,
        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.

    (d) Any indemnification under subsections (a) and (b) of
        this section (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) of this
        section. Such determination shall be made (1) by a
        majority vote of the directors who are not parties to such


                              II-2


<PAGE>



        action, suit or proceeding, even though less than a
        quorum, or (2) if there are no such directors, or if such
        directors so direct, by independent legal counsel in a
        written opinion, or (3) by the stockholders.

    (e) 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 any 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 this
        section. 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.

    (f) The indemnification and advancement of expenses
        provided by, or granted pursuant to, the other
        subsections of this section 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.

    (g) A corporation shall have 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 this section.

    (h) For purposes of this section, references to "the
        corporation" shall include, in addition to the resulting
        corporation, any constituent corporation (including any
        constituent of a constituent) absorbed in consolidation
        or merger which, if its separate existence had continued,
        would have had power and authority to indemnify its
        directors, officers, and employees or agents, so that any
        person who is or was a director, officer, employee or
        agent of such constituent corporation, or is or was
        serving at the request of such constituent corporation as
        a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other
        enterprise, shall stand in the same position under this
        section with respect to the resulting or surviving
        corporation as he would have with respect to such
        constituent corporation if its separate existence had
        continued.

    (i) For purposes of this section, references to "to other
        enterprises" shall include employee benefit plans;
        references to "fines" shall include any excise taxes
        assessed on a person with respect to any employee benefit
        plan; and references to "serving at the request of the
        corporation" shall include any service as a director,
        officer, employee or agent of the corporation which
        imposes duties on, or involves services by, such
        director, officer, employee, or agent with respect to an
        employee benefit plan, its participants or beneficiaries;
        and a person who acted in good faith and in a manner he
        reasonably believed to be in the interest of the
        participants and beneficiaries of an employee benefit
        plan shall be deemed to have acted in a manner "not
        opposed to the best interests of the corporation" as
        referred to in this section.

    (j) The indemnification and advancement of expenses
        provided by, or granted pursuant to, this section shall,
        unless otherwise provided when authorized or ratified,
        continue as to a person who has 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.


                              II-3



<PAGE>



    (k) The Court of Chancery is hereby vested with exclusive
        jurisdiction to hear and determine all actions for
        advancement of expenses or indemnification brought under
        this section or under any bylaw, agreement, vote of
        stockholders or disinterested directors, or otherwise.
        The Court of Chancery may summarily determine a
        corporation's obligation to advance expenses (including
        attorneys' fees).

     Reference is made to the Registrant's Certificate of
Incorporation and Bylaws which require the Company to indemnify
the persons whom it may indemnify under Section 145 of the
Delaware General Corporation Law. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the
Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors, to the
fullest extent permitted by Delaware law, for monetary damages
for breach of fiduciary duty as a director. This provision does
not affect the availability of equitable remedies such as
injunctive relief or rescission. Further, such limitation of
liability also does not affect a director's standard of conduct
or responsibilities under any other laws, including the Federal
securities laws.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The following exhibits are filed with or incorporated by
reference into this Registration Statement (numbering corresponds
to Exhibit Table in Item 601 of Regulation S-K):

      4.1       Carbo Ceramics Inc. 1996 Stock Option Plan 
                For Key Employees

      4.2       Amended and Restated Certificate of Incorporation 
                of the Registrant (filed as Exhibit 3.3 to 
                Registrant's Registration Statement on Form S-1 
                (No. 333-1884) and incorporated herein by reference)

      4.3       Amended and Restated By-Laws of the Registrant 
                (filed as Exhibit 3.4 to Registrant's Registration 
                Statement on Form S-1 (No. 333-1884) and incorporated 
                herein by reference)

      4.4       Form of Common Stock Certificate of the Registrant 
                (filed as Exhibit 4.1 to Registrant's Registration 
                Statement on Form S-1 (No. 333-1884) and incorporated
                herein by reference)

      5.1       Opinion of Cleary, Gottlieb, Steen & Hamilton 
                regarding the validity of securities being registered

      23.1      Consent of Independent Auditors

      23.2      Consent of Cleary, Gottlieb, Steen & Hamilton 
                (included in Exhibit 5.1)

      24.1      Power of Attorney (included on signature page)


                              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; (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; (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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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, 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of the employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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, as amended, the Registrant, CARBO CERAMICS INC.,
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 Irving,
State of Texas, as of the 15th day of April, 1997.

                                 CARBO CERAMICS INC.

                                 By: /s/ William C. Morris
                                    ---------------------------
                                     William C. Morris
                                     Chairman of the Board 
                                     of Directors



             Each person whose signature appears below
constitutes and appoints William C. Morris and Jesse P. Orsini,
his true and lawful attorney-in-fact and agent, each acting
alone, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any an all capacities to
sign any or all Amendments (including post-effective Amendments)
to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

             Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed
by the following persons in the indicated capacities on the 15th
day of April, 1997.

Name                           Title
----                           -----

/s/ Jesse P. Orsini            President and Chief
-------------------------      Executive Officer, Director
Jesse P. Orsini                (Principal Executive Officer)


/s/ Paul G. Vitek              Vice President of Finance,
-------------------------      Secretary and Treasurer
Paul G. Vitek                  (Principal Financial and 
                               Accounting Officer)


/s/ William C. Morris          Chairman of the Board of Directors
-------------------------
William C. Morris

/s/ William A. Griffin         Director
-------------------------
William A. Griffin

/s/ Claude E. Cooke, Jr.       Director
-------------------------
Claude E. Cooke, Jr.

-------------------------      Director
John J. Murphy


                              II-6


<PAGE>





                             EXHIBIT INDEX

                                                            Sequentially 
Exhibit                                                     Numbered
No.      Description               Method of Filing         Page Location
-------  -----------               ----------------         -------------

4.1      Carbo Ceramics Inc.       Filed herewith                10
         1996 Stock Option Plan
         for Key Employees

4.2      Amended and Restated      Filed as  Exhibit 3.3         --
         Certificate of            to Registrant's Regis-
         Incorporation of the      tration Statement on 
         Registrant                Form S-1 (No. 333-1884)
                                   and incorporated
                                   herein by reference

4.3      Amended and Restated      Filed as Exhibit 3.4 to       --
         By-Laws of the            Registrant's Registration
         Registrant                Statement on Form S-1
                                   (No. 333-1884) and
                                   incorporated herein by
                                   reference

4.4      Form of Common Stock      Filed as Exhibit 4.1 to       --
         Certificate of the        Registrant's Registration
         Registrant                Statement on Form S-1
                                   (No. 333-1884) and
                                   incorporated herein by
                                   reference

5.1      Opinion of Cleary,        Filed herewith                20
         Gottlieb, Steen & 
         Hamilton regarding
         regarding the validity 
         of securities being 
         registered

23.1     Consent of Independent    Filed herewith                22
         Auditors

23.2     Consent of Cleary,        Filed herewith                21
         Gottlieb, Steen & 
         Hamilton (included
         in Exhibit 5.1)

24.1     Power of Attorney         Filed herewith                 8
         (included on signature
         page)




<PAGE>
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{"company-data": {"conformed-name": "CARBO CERAMICS INC", "cik": "0001009672", "assigned-sic": "3290", "irs-number": "721100013", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25845", "film-number": "97587480"}, "business-address": {"street1": "600 EAST LAS COLINAS BLVD", "street2": "STE 1520", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "2144010090"}, "mail-address": {"street1": "600 E LAS COLINAS BLVD", "street2": "STE 1520", "city": "IRVING", "state": "TX", "zip": "75039"}}
As filed with the
      Securities and Exchange Commission on April 25, 1997.

                                          Registration No. 333-
-----------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                            ----------

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                       CARBO CERAMICS INC.
        (Exact name of issuer as specified in its charter)

           Delaware                               72-1100013
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)             Identification No.)

            600 East Las Colinas Boulevard, Suite 1520
                       Irving, Texas 75039
             (Address of principal executive offices)

                            ----------

                       CARBO CERAMICS INC.
             1996 STOCK OPTION PLAN FOR KEY EMPLOYEES
                     (Full title of the plan)

                          Paul G. Vitek
        Vice President of Finance, Secretary and Treasurer
                       CARBO CERAMICS INC.
            600 East Las Colinas Boulevard, Suite 1520
                       Irving, Texas 75039
                          (972) 401-0090
    (Name, address and telephone number of agent for service)

                             Copy to:
                     Stephen H. Shalen, Esq.
                Cleary, Gottlieb, Steen & Hamilton
                        One Liberty Plaza
                     New York, New York 10006
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
                              Proposed
Title of                      Maximum       Proposed
Securities                    Offering      Maximum            Amount of
to be       Amount to be      Price         Aggregate          Registration
Registered  Registered(1)     Per Share(2)  Offering Price(2)  Fee(2)
----------  -------------     ------------  -----------------  ------------
Common      1,000,000 shares   $20.25       $20,250,000.00     $6,136.36
Stock                        
$.01 par
value per
share

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

(1) Together with an indeterminate number of shares that may be
necessary to adjust the number of shares reserved for issuance
pursuant to the Carbo Ceramics Inc. 1996 Stock Option Plan for
Key Employees (the "Plan") as the result of a stock split, stock
dividend or similar adjustment of the outstanding common stock of
Carbo Ceramics Inc. (the "Registrant").

(2) Estimated solely for purposes of calculation of the
registration fee with respect to the shares being registered
hereby pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), on the basis of the average of
the high and low prices on April 23, 1997 of a share of Common
Stock of the Registrant as reported on the Nasdaq Stock Market,
Inc.'s National Market.

----------------------------------------------------------------------------
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The reports listed below have been filed with or furnished
to the Securities and Exchange Commission (the "Commission") by
the Registrant and are incorporated herein by reference to the
extent not superseded by reports or other information
subsequently filed or furnished.

      (a) The Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1996.

      (b) All of the Registrant's reports filed with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(excluding the portions of any report filed pursuant to Section
14 of the Exchange Act responding to Item 402(i), (k) and (l) of
Regulation S-K) after the date of this Registration Statement and
prior to filing a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such reports.

      (c) The description of the common stock of the Registrant
is contained under the captions "Prospectus Summary" and
"Description of Common Stock" in the Prospectus Subject to
Completion dated April 10, 1996 included in the Registration
Statement on Form S-1 (No. 333-1884), filed by the Registrant
under the Securities Act with the Commission on March 1, 1996, as
amended by Amendment No. 1 thereto filed by the Registrant under
the Securities Act with the Commission on April 10, 1996, and
incorporated by reference to the Registration Statement on Form
8-A filed by the Registrant under the Exchange Act with the
Commission on April 10, 1996.

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

Item 4.  Description of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel

      Not applicable.

                              II-1
Item 6.  Indemnification of Directors and Officers

      Section 145 of The Delaware General Corporation Law
provides in regard to indemnification of directors and officers
as follows:

   145  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
        INSURANCE.--

   (a)  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 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.

    (b) 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 of 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 indemnify for such expenses which
        the Court of Chancery or such other court shall deem
        proper.

    (c) 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 this section,
        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.

    (d) Any indemnification under subsections (a) and (b) of
        this section (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) of this
        section. Such determination shall be made (1) by a
        majority vote of the directors who are not parties to such

                              II-2
action, suit or proceeding, even though less than a
        quorum, or (2) if there are no such directors, or if such
        directors so direct, by independent legal counsel in a
        written opinion, or (3) by the stockholders.

    (e) 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 any 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 this
        section. 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.

    (f) The indemnification and advancement of expenses
        provided by, or granted pursuant to, the other
        subsections of this section 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.

    (g) A corporation shall have 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 this section.

    (h) For purposes of this section, references to "the
        corporation" shall include, in addition to the resulting
        corporation, any constituent corporation (including any
        constituent of a constituent) absorbed in consolidation
        or merger which, if its separate existence had continued,
        would have had power and authority to indemnify its
        directors, officers, and employees or agents, so that any
        person who is or was a director, officer, employee or
        agent of such constituent corporation, or is or was
        serving at the request of such constituent corporation as
        a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other
        enterprise, shall stand in the same position under this
        section with respect to the resulting or surviving
        corporation as he would have with respect to such
        constituent corporation if its separate existence had
        continued.

    (i) For purposes of this section, references to "to other
        enterprises" shall include employee benefit plans;
        references to "fines" shall include any excise taxes
        assessed on a person with respect to any employee benefit
        plan; and references to "serving at the request of the
        corporation" shall include any service as a director,
        officer, employee or agent of the corporation which
        imposes duties on, or involves services by, such
        director, officer, employee, or agent with respect to an
        employee benefit plan, its participants or beneficiaries;
        and a person who acted in good faith and in a manner he
        reasonably believed to be in the interest of the
        participants and beneficiaries of an employee benefit
        plan shall be deemed to have acted in a manner "not
        opposed to the best interests of the corporation" as
        referred to in this section.

    (j) The indemnification and advancement of expenses
        provided by, or granted pursuant to, this section shall,
        unless otherwise provided when authorized or ratified,
        continue as to a person who has 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.

                              II-3
(k) The Court of Chancery is hereby vested with exclusive
        jurisdiction to hear and determine all actions for
        advancement of expenses or indemnification brought under
        this section or under any bylaw, agreement, vote of
        stockholders or disinterested directors, or otherwise.
        The Court of Chancery may summarily determine a
        corporation's obligation to advance expenses (including
        attorneys' fees).

     Reference is made to the Registrant's Certificate of
Incorporation and Bylaws which require the Company to indemnify
the persons whom it may indemnify under Section 145 of the
Delaware General Corporation Law. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the
Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors, to the
fullest extent permitted by Delaware law, for monetary damages
for breach of fiduciary duty as a director. This provision does
not affect the availability of equitable remedies such as
injunctive relief or rescission. Further, such limitation of
liability also does not affect a director's standard of conduct
or responsibilities under any other laws, including the Federal
securities laws.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The following exhibits are filed with or incorporated by
reference into this Registration Statement (numbering corresponds
to Exhibit Table in Item 601 of Regulation S-K):

      4.1       Carbo Ceramics Inc. 1996 Stock Option Plan 
                For Key Employees

      4.2       Amended and Restated Certificate of Incorporation 
                of the Registrant (filed as Exhibit 3.3 to 
                Registrant's Registration Statement on Form S-1 
                (No. 333-1884) and incorporated herein by reference)

      4.3       Amended and Restated By-Laws of the Registrant 
                (filed as Exhibit 3.4 to Registrant's Registration 
                Statement on Form S-1 (No. 333-1884) and incorporated 
                herein by reference)

      4.4       Form of Common Stock Certificate of the Registrant 
                (filed as Exhibit 4.1 to Registrant's Registration 
                Statement on Form S-1 (No. 333-1884) and incorporated
                herein by reference)

      5.1       Opinion of Cleary, Gottlieb, Steen & Hamilton 
                regarding the validity of securities being registered

      23.1      Consent of Independent Auditors

      23.2      Consent of Cleary, Gottlieb, Steen & Hamilton 
                (included in Exhibit 5.1)

      24.1      Power of Attorney (included on signature page)

                              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; (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; (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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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, 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of the employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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, as amended, the Registrant, CARBO CERAMICS INC.,
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 Irving,
State of Texas, as of the 15th day of April, 1997.

                                 CARBO CERAMICS INC.

                                 By: /s/ William C. Morris
                                    ---------------------------
                                     William C. Morris
                                     Chairman of the Board 
                                     of Directors

             Each person whose signature appears below
constitutes and appoints William C. Morris and Jesse P. Orsini,
his true and lawful attorney-in-fact and agent, each acting
alone, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any an all capacities to
sign any or all Amendments (including post-effective Amendments)
to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

             Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed
by the following persons in the indicated capacities on the 15th
day of April, 1997.

Name                           Title
----                           -----

/s/ Jesse P. Orsini            President and Chief
-------------------------      Executive Officer, Director
Jesse P. Orsini                (Principal Executive Officer)

/s/ Paul G. Vitek              Vice President of Finance,
-------------------------      Secretary and Treasurer
Paul G. Vitek                  (Principal Financial and 
                               Accounting Officer)

/s/ William C. Morris          Chairman of the Board of Directors
-------------------------
William C. Morris

/s/ William A. Griffin         Director
-------------------------
William A. Griffin

/s/ Claude E. Cooke, Jr.       Director
-------------------------
Claude E. Cooke, Jr.

-------------------------      Director
John J. Murphy

                              II-6
EXHIBIT INDEX

                                                            Sequentially 
Exhibit                                                     Numbered
No.      Description               Method of Filing         Page Location
-------  -----------               ----------------         -------------

4.1      Carbo Ceramics Inc.       Filed herewith                10
         1996 Stock Option Plan
         for Key Employees

4.2      Amended and Restated      Filed as  Exhibit 3.3         --
         Certificate of            to Registrant's Regis-
         Incorporation of the      tration Statement on 
         Registrant                Form S-1 (No. 333-1884)
                                   and incorporated
                                   herein by reference

4.3      Amended and Restated      Filed as Exhibit 3.4 to       --
         By-Laws of the            Registrant's Registration
         Registrant                Statement on Form S-1
                                   (No. 333-1884) and
                                   incorporated herein by
                                   reference

4.4      Form of Common Stock      Filed as Exhibit 4.1 to       --
         Certificate of the        Registrant's Registration
         Registrant                Statement on Form S-1
                                   (No. 333-1884) and
                                   incorporated herein by
                                   reference

5.1      Opinion of Cleary,        Filed herewith                20
         Gottlieb, Steen & 
         Hamilton regarding
         regarding the validity 
         of securities being 
         registered

23.1     Consent of Independent    Filed herewith                22
         Auditors

23.2     Consent of Cleary,        Filed herewith                21
         Gottlieb, Steen & 
         Hamilton (included
         in Exhibit 5.1)

24.1     Power of Attorney         Filed herewith                 8
         (included on signature
         page)