As filed with the Securities and Exchange Commission on November 19, 1997
                                                     Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


                            TETRA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                            74-2148293
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

                                25025 I-45 North
                           The Woodlands, Texas 77380
          (Address, including zip code, of Principal Executive Offices)



                            TETRA Technologies, Inc.

                             1996 STOCK OPTION PLAN

                   FOR NONEXECUTIVE EMPLOYEES AND CONSULTANTS

                            (Full title of the plan)


                              Bass C. Wallace, Jr.
                                 General Counsel
                                25025 I-45 North
                           The Woodlands, Texas 77380
                                 (713) 367-1983
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    copy to:

                                John F. Wombwell
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================== ===============  ==================  ================  ==================
                                                                                         Proposed
<S>                                             <C>              <C>                 <C>               <C>    
                                                                      Proposed           Maximum
                                                    Amount            Maximum           Aggregate          Amount of
                                                     to be         Offering Price        Offering         Registration
     Title of Securities to be Registered         registered       Per Share (1)        Price  (1)            Fee

Common Stock, Par Value $.01 Per Share              250,000            $25.44           $6,360,000           $1,928
=============================================== ===============  ==================  ================  ==================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h),  based upon the average of the high and low prices
     of a share of the  Company's  Common  Stock for  November  17,  1997 on the
     Nasdaq  National  Market as reported in The Wall Street Journal on November
     18, 1997.
                                      
================================================================================



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company  incorporates herein by reference the following  documents,
or  portions  of  documents,  as of their  respective  dates  as filed  with the
Securities and Exchange Commission:

          (1)  The  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1996;

          (2)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended March 31, 1997;

          (3)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended June 30, 1997;

          (4)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended September 30, 1997; and

          (5)  The description of the Company's common stock, par value $.01 per
               share  (the  "Common   Stock"),   contained   in  the   Company's
               Registration  Statement on Form 8-A, dated October 6, 1997, filed
               pursuant to the Securities  Exchange Act of 1934, as amended (the
               "Exchange Act") (No. 0-18335).

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Certificate  of  Incorporation   contains  a  provision
permitted by Delaware law that generally  eliminates  the personal  liability of
directors for monetary  damages for breaches of their fiduciary duty,  including
breaches  involving  negligence or gross  negligence  in business  combinations,
unless the  director  has  breached  his duty of loyalty,  failed to act in good
faith,  engaged in intentional  misconduct or a knowing violation of law, paid a
dividend or approved a stock  repurchase  in violation  of the Delaware  General
Corporation Law or obtained an improper  personal  benefit.  This provision does
not alter a director's  liability under the federal  securities laws. Also, this
provision does not affect the  availability  of equitable  remedies,  such as an
injunction or rescission, for breach of fiduciary duty.

         The Company's  Bylaws also provide that directors and officers shall be
indemnified  against  liabilities  arising  from their  service as  directors or
officers to the fullest extent  permitted by law, which generally  requires that
the individual  act in good faith and in a manner he or she reasonably  believes
to be in or not opposed to the Company's best interests.




                                      II-2

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
 Number            Description

   5.1             Opinion of Andrews & Kurth L.L.P.

  23.1             Consent of Ernst & Young LLP.

  23.2             Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  24.1             Power of Attorney (included in Part II of the Registration
                   Statement).

  99.1             TETRA Technologies, Inc. 1996 Stock Option Plan for 
                   Nonexecutive Employees and Consultants.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

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

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the Registration Statement.

Provided,  however,  that  the  registrant  shall  not  be  required  to  file a
post-effective  amendment  if  the  information  required  to be  included  in a
post-effective  amendment by the  foregoing  paragraphs is contained in periodic
reports filed by the  registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.


                                      II-3

<PAGE>

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


        (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





                                      II-4

<PAGE>



                                   SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933, the registrant  certifies that it has reasonable grounds to believe that
  it meets all of the  requirements  for filing on Form S-8 and has duly  caused
  this  registration  statement  to be signed on its behalf by the  undersigned,
  thereunto duly  authorized,  in the City of The Woodlands,  State of Texas, on
  the 18th day of November, 1997.

                                                 TETRA Technologies, Inc.
                                            (Registrant)



                                           By:    /S/ Allen T. McInnes
                                                 ------------------------
                                                  Allen T. McInnes
                                                  President and Chief Executive 
                                                  Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
  and directors of TETRA  Technologies,  Inc. (the "Company") hereby constitutes
  and appoints Allen T. McInnes and Geoffery M. Hertel,  or either of them (with
  full power to each of them to act alone), his true and lawful attorney-in-fact
  and agent,  with full power of substitution,  for him and on his behalf and in
  his name,  place and stead,  in any and all capacities,  to sign,  execute and
  file this Registration Statement under the Securities Act of 1933, as amended,
  and  any or all  amendments  (including,  without  limitation,  post-effective
  amendments),  with all exhibits and any and all documents required to be filed
  with respect  thereto,  with the  Securities  and Exchange  Commission  or any
  regulatory  authority,  granting unto such  attorneys-in-fact  and agents, and
  each of them,  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 in
  order to  effectuate  the same,  as fully to all  intents  and  purposes as he
  himself  might or could  do,  if  personally  present,  hereby  ratifying  and
  confirming  all that said  attorneys-in-fact  and agents,  or any of them,  or
  their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.

<TABLE>
<CAPTION>

                Signature                                          Title                              Date
                ---------                                          -----                              ----
<S>                                           <C>                                                <C>    

  /S/ Allen T. McInnes                        President, Chief Executive Officer and Director     November 18, 1997
  --------------------------------------
  Allen T. McInnes                            (Principal Executive Office )

  /S/ J. Taft Symonds                         Chairman of the Board of Directors                  November 18, 1997
  --------------------------------------
  J. Taft Symonds

  /S/ Geoffrey M. Hertel                      Executive Vice President--Finance and                November 18, 1997
  --------------------------------------
  Geoffrey M. Hertel                          Administration (Principal Financial Officer)
                                              and Director

  /S/ Bruce A. Cobb                           Corporate Controller (Principal Accounting          November 18, 1997
  --------------------------------------
  Bruce A. Cobb                               Officer)

  /S/ Paul D. Coombs                          Director                                            November 18, 1997
  --------------------------------------
  Paul D. Coombs

</TABLE>


                                      II-5

<PAGE>
<TABLE>
<S>                                           <C>                                                <C>   


  /S/ Oscar S. Andras                         Director                                            November 18, 1997
  --------------------------------------
  Oscar S. Andras

  /S/ Tom H. Delimitros                       Director                                            November 18, 1997
  --------------------------------------
  Tom H. Delimitros

  /S/ Stephen T. Harcrow                      Director                                            November 18, 1997
  --------------------------------------
  Stephen T. Harcrow

  /S/ Kenneth P. Mitchell                     Director                                            November 18, 1997
  --------------------------------------
  Kenneth P. Mitchell

</TABLE>




                                      II-6

<PAGE>




                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

  Exhibit                                                                                              Location of
  Number                                                                                                 Exhibit
  ------                                                                                                 -------
<S>                 <C>                                                                                <C>    

  5.1               Opinion of Andrews & Kurth L.L.P.

  23.1              Consent of Ernst & Young LLP.

  24.1              Consent of Andrews & Kurth L.L.P (included in Exhibit 5.1).

  25.1              Power of Attorney (included in Part II of the Registration Statement).

  99.1              TETRA Technologies, Inc. 1996 Stock Option Plan for Nonexecutive
                    Employees and Consultants.

</TABLE>






                                      II-7
[{"type": "S-8", "sequence": "1", "description": "TETRA TECHNOLOGIES, INC. FORM S-8", "secsgml_size_bytes": 18002}]
{"company-data": {"conformed-name": "TETRA TECHNOLOGIES INC", "cik": "0000844965", "assigned-sic": "2810", "irs-number": "742148293", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40509", "film-number": "97723961"}, "business-address": {"street1": "25025 I-45N", "city": "WOODLANDS", "state": "TX", "zip": "77380", "phone": "7133671983"}}
As filed with the Securities and Exchange Commission on November 19, 1997
                                                     Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                            TETRA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                            74-2148293
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

                                25025 I-45 North
                           The Woodlands, Texas 77380
          (Address, including zip code, of Principal Executive Offices)

                            TETRA Technologies, Inc.

                             1996 STOCK OPTION PLAN

                   FOR NONEXECUTIVE EMPLOYEES AND CONSULTANTS

                            (Full title of the plan)

                              Bass C. Wallace, Jr.
                                 General Counsel
                                25025 I-45 North
                           The Woodlands, Texas 77380
                                 (713) 367-1983
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    copy to:

                                John F. Wombwell
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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

                         CALCULATION OF REGISTRATION FEE
=============================================== ===============  ==================  ================  ==================
                                                                                         Proposed
Proposed           Maximum
                                                    Amount            Maximum           Aggregate          Amount of
                                                     to be         Offering Price        Offering         Registration
     Title of Securities to be Registered         registered       Per Share (1)        Price  (1)            Fee

Common Stock, Par Value $.01 Per Share              250,000            $25.44           $6,360,000           $1,928
=============================================== ===============  ==================  ================  ==================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h),  based upon the average of the high and low prices
     of a share of the  Company's  Common  Stock for  November  17,  1997 on the
     Nasdaq  National  Market as reported in The Wall Street Journal on November
     18, 1997.
                                      
================================================================================

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company  incorporates herein by reference the following  documents,
or  portions  of  documents,  as of their  respective  dates  as filed  with the
Securities and Exchange Commission:

          (1)  The  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1996;

          (2)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended March 31, 1997;

          (3)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended June 30, 1997;

          (4)  The Company's  Quarterly Report on Form 10-Q for the three months
               ended September 30, 1997; and

          (5)  The description of the Company's common stock, par value $.01 per
               share  (the  "Common   Stock"),   contained   in  the   Company's
               Registration  Statement on Form 8-A, dated October 6, 1997, filed
               pursuant to the Securities  Exchange Act of 1934, as amended (the
               "Exchange Act") (No. 0-18335).

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Certificate  of  Incorporation   contains  a  provision
permitted by Delaware law that generally  eliminates  the personal  liability of
directors for monetary  damages for breaches of their fiduciary duty,  including
breaches  involving  negligence or gross  negligence  in business  combinations,
unless the  director  has  breached  his duty of loyalty,  failed to act in good
faith,  engaged in intentional  misconduct or a knowing violation of law, paid a
dividend or approved a stock  repurchase  in violation  of the Delaware  General
Corporation Law or obtained an improper  personal  benefit.  This provision does
not alter a director's  liability under the federal  securities laws. Also, this
provision does not affect the  availability  of equitable  remedies,  such as an
injunction or rescission, for breach of fiduciary duty.

         The Company's  Bylaws also provide that directors and officers shall be
indemnified  against  liabilities  arising  from their  service as  directors or
officers to the fullest extent  permitted by law, which generally  requires that
the individual  act in good faith and in a manner he or she reasonably  believes
to be in or not opposed to the Company's best interests.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
 Number            Description

   5.1             Opinion of Andrews & Kurth L.L.P.

  23.1             Consent of Ernst & Young LLP.

  23.2             Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  24.1             Power of Attorney (included in Part II of the Registration
                   Statement).

  99.1             TETRA Technologies, Inc. 1996 Stock Option Plan for 
                   Nonexecutive Employees and Consultants.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

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

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the Registration Statement.

Provided,  however,  that  the  registrant  shall  not  be  required  to  file a
post-effective  amendment  if  the  information  required  to be  included  in a
post-effective  amendment by the  foregoing  paragraphs is contained in periodic
reports filed by the  registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

        (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933, the registrant  certifies that it has reasonable grounds to believe that
  it meets all of the  requirements  for filing on Form S-8 and has duly  caused
  this  registration  statement  to be signed on its behalf by the  undersigned,
  thereunto duly  authorized,  in the City of The Woodlands,  State of Texas, on
  the 18th day of November, 1997.

                                                 TETRA Technologies, Inc.
                                            (Registrant)

                                           By:    /S/ Allen T. McInnes
                                                 ------------------------
                                                  Allen T. McInnes
                                                  President and Chief Executive 
                                                  Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
  and directors of TETRA  Technologies,  Inc. (the "Company") hereby constitutes
  and appoints Allen T. McInnes and Geoffery M. Hertel,  or either of them (with
  full power to each of them to act alone), his true and lawful attorney-in-fact
  and agent,  with full power of substitution,  for him and on his behalf and in
  his name,  place and stead,  in any and all capacities,  to sign,  execute and
  file this Registration Statement under the Securities Act of 1933, as amended,
  and  any or all  amendments  (including,  without  limitation,  post-effective
  amendments),  with all exhibits and any and all documents required to be filed
  with respect  thereto,  with the  Securities  and Exchange  Commission  or any
  regulatory  authority,  granting unto such  attorneys-in-fact  and agents, and
  each of them,  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 in
  order to  effectuate  the same,  as fully to all  intents  and  purposes as he
  himself  might or could  do,  if  personally  present,  hereby  ratifying  and
  confirming  all that said  attorneys-in-fact  and agents,  or any of them,  or
  their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
Signature                                          Title                              Date
                ---------                                          -----                              ----
/S/ Allen T. McInnes                        President, Chief Executive Officer and Director     November 18, 1997
  --------------------------------------
  Allen T. McInnes                            (Principal Executive Office )

  /S/ J. Taft Symonds                         Chairman of the Board of Directors                  November 18, 1997
  --------------------------------------
  J. Taft Symonds

  /S/ Geoffrey M. Hertel                      Executive Vice President--Finance and                November 18, 1997
  --------------------------------------
  Geoffrey M. Hertel                          Administration (Principal Financial Officer)
                                              and Director

  /S/ Bruce A. Cobb                           Corporate Controller (Principal Accounting          November 18, 1997
  --------------------------------------
  Bruce A. Cobb                               Officer)

  /S/ Paul D. Coombs                          Director                                            November 18, 1997
  --------------------------------------
  Paul D. Coombs
II-5
/S/ Oscar S. Andras                         Director                                            November 18, 1997
  --------------------------------------
  Oscar S. Andras

  /S/ Tom H. Delimitros                       Director                                            November 18, 1997
  --------------------------------------
  Tom H. Delimitros

  /S/ Stephen T. Harcrow                      Director                                            November 18, 1997
  --------------------------------------
  Stephen T. Harcrow

  /S/ Kenneth P. Mitchell                     Director                                            November 18, 1997
  --------------------------------------
  Kenneth P. Mitchell
II-6
EXHIBIT INDEX
Exhibit                                                                                              Location of
  Number                                                                                                 Exhibit
  ------                                                                                                 -------
5.1               Opinion of Andrews & Kurth L.L.P.

  23.1              Consent of Ernst & Young LLP.

  24.1              Consent of Andrews & Kurth L.L.P (included in Exhibit 5.1).

  25.1              Power of Attorney (included in Part II of the Registration Statement).

  99.1              TETRA Technologies, Inc. 1996 Stock Option Plan for Nonexecutive
                    Employees and Consultants.
II-7