As filed with the Securities and Exchange Commission on June 26, 2002

                                                   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.)

                      6565 MacArthur Boulevard, Suite 1050
                               Irving, Texas 75039
                    (Address of principal executive offices)




  1996 STOCK OPTION PLAN OF PINNACLE TECHNOLOGIES, INC., AS AMENDED AND RESTATED


                                  Paul G. Vitek
            Senior Vice President of Finance, Chief Financial Officer
                               CARBO CERAMICS INC.
                      6565 MacArthur Boulevard, Suite 1050
                               Irving, Texas 75039
                                 (972) 401-0090
            (Name, address and telephone number of agent for service)


                                    Copy to:
                                Arthur Kohn, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                            New York, New York 10006

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
-------------------------------------------------------------------------------------------------------------------
                                                                Proposed          Proposed
                                                                maximum           maximum           Amount of
Title of each class of securities            Amount to be       offering price    aggregate         registration
to be registered                             registered (1)     per share         offering price    fee
-------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>               <C>               <C>
Common Stock, par value $.01 per share (2)   11,500             $7.50 (2)         $86,250 (2)       $8.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   14,000             $10.00 (2)        $140,000 (2)      $13.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   10,000             $12.50 (2)        $125,000 (2)      $12.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   16,000             $13.50 (2)        $216,000 (2)      $20.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   34,300             $15.00 (2)        $514,500 (2)      $48.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   34,000             $20.00 (2)        $680,000 (2)      $63.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   38,500             $30.00 (2)        $1,155,000 (2)    $107.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   15,030             $33.40 (2)        $502,002 (2)      $47.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (3)   18,670             $36.25 (3)        $676,788 (3)      $63.00 (3)
-------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (4)
-------------------------------------------------------------------------------------------------------------------
Total                                        192,000 shares            --         $4,095,540        $381.00
-------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------
(1)  Together with an indeterminate number of shares that may be necessary to
     adjust the number of shares reserved for issuance pursuant to the 1996
     Stock Option Plan of Pinnacle Technologies, Inc., as amended and restated
     (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 the purposes of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
     "Securities Act"), with respect to shares of Common Stock issuable pursuant
     to stock options. Upon cancellation, expiration, forfeiture or other
     termination of such stock options without a delivery of shares of Common
     Stock, new stock options may be granted at varying exercise prices under
     the Plan with respect to the shares of Common Stock underlying such
     terminated stock options.
(3)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act, with respect to shares of
     Common Stock issuable pursuant to stock options not yet granted under the
     Plan and based on the average of the high and low prices of a share of
     Common Stock of the Registrant, on June 25, 2002, as reported on the New
     York Stock Exchange.
(4)  Rights initially trade together with the Common Stock. The value
     attributable to the Rights, if any, is reflected in the market price of the
     Common Stock.


         This Registration Statement covers shares of the Common Stock of the
Registrant issuable upon the exercise of stock options issued pursuant to the
Plan. On May 31, 2002, Pinnacle Technologies, Inc. merged with a wholly-owned
subsidiary of the Registrant pursuant to the Agreement and Plan of Merger dated
May 21, 2002 By and Among the Registrant, Ptechnologies Acquisition Corporation
and Pinnacle Technologies, Inc. Pursuant to said Agreement and Plan of Merger,
each stock option outstanding under the Plan immediately prior to the merger was
converted into an option to purchase two (2) shares of the Registrant's Common
Stock.

<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, 2001.

         (b) The Registrant's Current Report on Form 8-K, filed with the
             Commission on May 22, 2002.

         (c) All other reports filed by the Registrant pursuant to Section 13(a)
             or 15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act") since December 31, 2001.

         (d) All of the Registrant's reports filed with the Commission pursuant
             to Sections 13(a), 13(c), 14 and 15(d) of 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.

         (e) The description of the Common Stock of the Registrant contained in
             the Amendment No. 2 to its Registration Statement on Form S-1 (No.
             333-1884), filed by the Registrant under the Securities Act with
             the Commission on April 22, 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 May 22, 2000. The
             description of the preferred stock purchase rights of the
             Registrant contained in the Registration Statement on Form 8-A
             filed by the Registrant under the Exchange Act with the Commission
             on February 25, 2002.

         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.

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 shall have power to 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 the person
             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 the person 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 shall have power to 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 the person in connection with the defense or
             settlement of such action or suit if the person acted in good faith
             and in a manner the person 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.

         (c) To the extent that a present or former director or officer, 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, such person 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 present or former director, officer,
             employee or agent is proper in the circumstances because the person
             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
             action, suit or proceeding, even though less than a quorum, or (2)
             by a committee of such directors designated by a majority vote of
             such directors, even though less than a quorum, or (3) if there are
             no such directors, or if such directors so direct, by independent
             legal counsel in a written opinion, or (4) 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 such person is not entitled to be
             indemnified by the corporation as authorized in this section. Such
             expenses (including attorneys' fees) incurred by former directors
             and officers or other employees and agents may be so paid upon such
             terms and conditions, if any, as the corporation 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 such person's 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.

         (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 Registrant 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 Registrant'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.
The Registrant also carries liability insurance covering officers and directors.

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          1996 Stock Option Plan of Pinnacle Technologies, Inc., as
                      Amended and Restated

         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)

         4.5          Shareholder Rights Plan (incorporated by reference from
                      the Registration Statement on Form 8-A filed by the
                      Registrant with the Commission on February 25, 2002)

         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)


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.


<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 24th day of June, 2002.

                                    CARBO CERAMICS INC.
                                    By: /s/ C. Mark Pearson
                                        -------------------------------------
                                        C. Mark Pearson
                                        President and Chief Executive Officer



         Each person whose signature appears below constitutes and appoints
William C. Morris and Paul G. Vitek, 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 and 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 Securities and Exchange 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 as of the 24th day of June, 2002.


<TABLE>
________________________________________________________________________________________________
                NAME                                 TITLE
________________________________________________________________________________________________
<S>                                   <C>
    /s/ C. Mark Pearson
    ----------------------------      President and Chief Executive Officer, Director
           C. Mark Pearson            (Principal Executive Officer)

________________________________________________________________________________________________

    /s/ Paul G. Vitek
    ----------------------------      Senior Vice President, Finance, Chief Financial Officer
            Paul G. Vitek                   (Principal Financial and Accounting Officer)
________________________________________________________________________________________________

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

    /s/ Jesse P. Orsini
    ----------------------------      Director
           Jesse P. Orsini
________________________________________________________________________________________________

    /s/ Robert S. Rubin
    ----------------------------      Director
           Robert S. Rubin
________________________________________________________________________________________________

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

    /s/ John J. Murphy
    ----------------------------      Director
           John J. Murphy
________________________________________________________________________________________________
</TABLE>

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

<TABLE>
                                                                                        Sequentially Numbered
Exhibit No.            Description                        Method of Filing                      Page Location
-------------------------------------------------------------------------------------------------------------
<S>                    <C>                                <C>                           <C>
4.1                    1996 Stock Option Plan of          Filed herewith
                       Pinnacle Technologies, Inc., as
                       Amended and Restated

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

4.5                    Shareholder Rights Plan            Incorporated by reference from the          --
                                                          Registration Statement on Form 8-A
                                                          filed by the Registrant with the
                                                          Commission on February 25, 2002

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

23.1                   Consent of Independent             Filed herewith
                       Auditors

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

24.1                   Power of Attorney (included        Filed herewith
                       on signature page)
</TABLE>
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As filed with the Securities and Exchange Commission on June 26, 2002

                                                   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.)

                      6565 MacArthur Boulevard, Suite 1050
                               Irving, Texas 75039
                    (Address of principal executive offices)

  1996 STOCK OPTION PLAN OF PINNACLE TECHNOLOGIES, INC., AS AMENDED AND RESTATED

                                  Paul G. Vitek
            Senior Vice President of Finance, Chief Financial Officer
                               CARBO CERAMICS INC.
                      6565 MacArthur Boulevard, Suite 1050
                               Irving, Texas 75039
                                 (972) 401-0090
            (Name, address and telephone number of agent for service)

                                    Copy to:
                                Arthur Kohn, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                            New York, New York 10006
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
                                                                Proposed          Proposed
                                                                maximum           maximum           Amount of
Title of each class of securities            Amount to be       offering price    aggregate         registration
to be registered                             registered (1)     per share         offering price    fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   11,500             $7.50 (2)         $86,250 (2)       $8.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   14,000             $10.00 (2)        $140,000 (2)      $13.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   10,000             $12.50 (2)        $125,000 (2)      $12.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   16,000             $13.50 (2)        $216,000 (2)      $20.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   34,300             $15.00 (2)        $514,500 (2)      $48.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   34,000             $20.00 (2)        $680,000 (2)      $63.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   38,500             $30.00 (2)        $1,155,000 (2)    $107.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)   15,030             $33.40 (2)        $502,002 (2)      $47.00 (2)
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (3)   18,670             $36.25 (3)        $676,788 (3)      $63.00 (3)
-------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (4)
-------------------------------------------------------------------------------------------------------------------
Total                                        192,000 shares            --         $4,095,540        $381.00
-------------------------------------------------------------------------------------------------------------------
--------------------
(1)  Together with an indeterminate number of shares that may be necessary to
     adjust the number of shares reserved for issuance pursuant to the 1996
     Stock Option Plan of Pinnacle Technologies, Inc., as amended and restated
     (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 the purposes of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
     "Securities Act"), with respect to shares of Common Stock issuable pursuant
     to stock options. Upon cancellation, expiration, forfeiture or other
     termination of such stock options without a delivery of shares of Common
     Stock, new stock options may be granted at varying exercise prices under
     the Plan with respect to the shares of Common Stock underlying such
     terminated stock options.
(3)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act, with respect to shares of
     Common Stock issuable pursuant to stock options not yet granted under the
     Plan and based on the average of the high and low prices of a share of
     Common Stock of the Registrant, on June 25, 2002, as reported on the New
     York Stock Exchange.
(4)  Rights initially trade together with the Common Stock. The value
     attributable to the Rights, if any, is reflected in the market price of the
     Common Stock.

         This Registration Statement covers shares of the Common Stock of the
Registrant issuable upon the exercise of stock options issued pursuant to the
Plan. On May 31, 2002, Pinnacle Technologies, Inc. merged with a wholly-owned
subsidiary of the Registrant pursuant to the Agreement and Plan of Merger dated
May 21, 2002 By and Among the Registrant, Ptechnologies Acquisition Corporation
and Pinnacle Technologies, Inc. Pursuant to said Agreement and Plan of Merger,
each stock option outstanding under the Plan immediately prior to the merger was
converted into an option to purchase two (2) shares of the Registrant's Common
Stock.
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, 2001.

         (b) The Registrant's Current Report on Form 8-K, filed with the
             Commission on May 22, 2002.

         (c) All other reports filed by the Registrant pursuant to Section 13(a)
             or 15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act") since December 31, 2001.

         (d) All of the Registrant's reports filed with the Commission pursuant
             to Sections 13(a), 13(c), 14 and 15(d) of 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.

         (e) The description of the Common Stock of the Registrant contained in
             the Amendment No. 2 to its Registration Statement on Form S-1 (No.
             333-1884), filed by the Registrant under the Securities Act with
             the Commission on April 22, 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 May 22, 2000. The
             description of the preferred stock purchase rights of the
             Registrant contained in the Registration Statement on Form 8-A
             filed by the Registrant under the Exchange Act with the Commission
             on February 25, 2002.

         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.

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 shall have power to 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 the person
             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 the person 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 shall have power to 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 the person in connection with the defense or
             settlement of such action or suit if the person acted in good faith
             and in a manner the person 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.

         (c) To the extent that a present or former director or officer, 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, such person 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 present or former director, officer,
             employee or agent is proper in the circumstances because the person
             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
             action, suit or proceeding, even though less than a quorum, or (2)
             by a committee of such directors designated by a majority vote of
             such directors, even though less than a quorum, or (3) if there are
             no such directors, or if such directors so direct, by independent
             legal counsel in a written opinion, or (4) 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 such person is not entitled to be
             indemnified by the corporation as authorized in this section. Such
             expenses (including attorneys' fees) incurred by former directors
             and officers or other employees and agents may be so paid upon such
             terms and conditions, if any, as the corporation 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 such person's 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.

         (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 Registrant 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 Registrant'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.
The Registrant also carries liability insurance covering officers and directors.

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          1996 Stock Option Plan of Pinnacle Technologies, Inc., as
                      Amended and Restated

         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)

         4.5          Shareholder Rights Plan (incorporated by reference from
                      the Registration Statement on Form 8-A filed by the
                      Registrant with the Commission on February 25, 2002)

         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)

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.
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 24th day of June, 2002.

                                    CARBO CERAMICS INC.
                                    By: /s/ C. Mark Pearson
                                        -------------------------------------
                                        C. Mark Pearson
                                        President and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
William C. Morris and Paul G. Vitek, 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 and 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 Securities and Exchange 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 as of the 24th day of June, 2002.

________________________________________________________________________________________________
                NAME                                 TITLE
________________________________________________________________________________________________
/s/ C. Mark Pearson
    ----------------------------      President and Chief Executive Officer, Director
           C. Mark Pearson            (Principal Executive Officer)

________________________________________________________________________________________________

    /s/ Paul G. Vitek
    ----------------------------      Senior Vice President, Finance, Chief Financial Officer
            Paul G. Vitek                   (Principal Financial and Accounting Officer)
________________________________________________________________________________________________

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

    /s/ Jesse P. Orsini
    ----------------------------      Director
           Jesse P. Orsini
________________________________________________________________________________________________

    /s/ Robert S. Rubin
    ----------------------------      Director
           Robert S. Rubin
________________________________________________________________________________________________

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

    /s/ John J. Murphy
    ----------------------------      Director
           John J. Murphy
________________________________________________________________________________________________
EXHIBIT INDEX
                                  -------------

                                                                                        Sequentially Numbered
Exhibit No.            Description                        Method of Filing                      Page Location
-------------------------------------------------------------------------------------------------------------
4.1                    1996 Stock Option Plan of          Filed herewith
                       Pinnacle Technologies, Inc., as
                       Amended and Restated

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

4.5                    Shareholder Rights Plan            Incorporated by reference from the          --
                                                          Registration Statement on Form 8-A
                                                          filed by the Registrant with the
                                                          Commission on February 25, 2002

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

23.1                   Consent of Independent             Filed herewith
                       Auditors

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

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