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As
filed with the Securities and Exchange Commission on March 28, 2007
 Registration No. 333-______
   SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 COMPLETE PRODUCTION SERVICES, INC.
  Delaware
    
    72-1503959(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)
 
 11700 Old Katy Road, Suite 300
Houston, Texas 77079
(281) 372-2300
 
 PUMPCO SERVICES, INC.
2005 STOCK INCENTIVE PLAN
  
 James F. Maroney III
Vice President, Secretary and
General Counsel
11700 Old Katy Road, Suite 300
Houston, Texas 77079
(281) 372-2300
 
 
 CALCULATION OF REGISTRATION FEEProposedProposed
    
    
    
    MaximumAmount
    
    
    
    Maximum
    
    
    
    Aggregate
    
    
    
    Amount ofTitle of Securities to
    
    
    to be
    
    
    
    Offering Price
    
    
    
    Offering
    
    
    
    Registrationbe Registered
    
    
    Registered(1)
    
    
    
    Per Share(2)
    
    
    
    Price(2)
    
    
    
    FeeCommon stock, $0.01 par value per share
    
    
    
    145,000
    
    
    
    $
    5.00
    
    
    
    $
    725,000
    
    
    
    $
    23
 (1)
    
    Represents 145,000 shares issuable pursuant to outstanding options under the Pumpco
Services, Inc. 2005 Stock Incentive Plan, as amended (the Plan)
assumed by the Registrant in connection
with its acquisition of Pumpco Services, Inc. In accordance with Rule 416(a) of the
Securities Act of 1933, as amended, this registration statement shall also cover any
additional shares of common stock which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or similar transaction.(2)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
and (c) under the Securities Act of 1933, as amended. The price per share and aggregate
offering prices for the shares registered hereby are calculated on the basis of the weighted
average exercise price per share of the outstanding options. The Plan has been terminated as
to future grants.




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TABLE OF CONTENTS  PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSPART II            INFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 3. Incorporation of Documents by Reference.Item 4. Description of Securities.Item 5. Interests of Named Experts and Counsel.Item 6. Indemnification of Directors and Officers.Item 7. Exemption from Registration Claimed.Item 8. Exhibits.Item 9. Undertakings.SIGNATURESOpinion of James F. Maroney, EsqConsent of Grant Thornton LLPConsent of KPMG LLPConsent of Deloitte & Young LLPPumpco Services, Inc. 2005 Stock Incentive Plan    Table of Contents  INTRODUCTION
  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference .
  (1)
    
    Registration Statement on Form 8-A (No. 001-32858 ) filed with the Commission
under the Securities Act of 1933, as amended (the Securities Act), on April 20, 2006;
 (2)
    
    Annual Report on Form 10-K filed with the Commission under
the Securities Exchange Act of 1934, as amended (the Exchange Act) on March 9, 2007 for the
fiscal year ended December 31, 2006; and
 (3)
    
    Current Reports on Form 8-K filed with the Commission under
the Exchange Act on February 2, 2007, February 22, 2007 and March 26, 2007 and the Current Report on Form
8-K/A filed with the Commission under the Exchange Act on January 19, 2007.
  
 Item 4. Description of Securities .
  
 Item 5. Interests of Named Experts and Counsel .
  
 Item 6. Indemnification of Directors and Officers .
  2




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
    
    us, except for:
 
    
    claims regarding the indemnitees rights under the indemnification agreement;
    
    claims to enforce a right to indemnification under any statute or law;
    
    counter-claims against us in a proceeding brought by us against the indemnitee; or
 
    
    any other person, except for claims approved by our board of directors.
  
 Item 7. Exemption from Registration Claimed .
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Item 8. Exhibits .
  
 Item 9. Undertakings .
   (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 this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and(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
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SIGNATURES
  Complete Production Services, Inc.By:/s/ Joseph C. WinklerJoseph C. Winkler,
Chairman and Chief Executive Officer
 POWER OF ATTORNEY
   Signature
    
    Title/s/ Joseph C. Winkler

Joseph C. Winkler
    
    Chairman and Chief Executive Officer
(Principal Executive Officer)/s/ J. Michael Mayer

J. Michael Mayer
    
    Senior Vice President and Chief Financial
Officer (Principal Financial Officer)/s/ Robert L. Weisgarber

Robert L. Weisgarber
    
    Vice President - Accounting and Controller
(Principal Accounting Officer)/s/ Andrew L. Waite

Andrew L. Waite
    
    Director/s/ Robert S. Boswell

Robert S. Boswell
    
    Director/s/ Harold G. Hamm

Harold G. Hamm
    
    Director/s/ Michael McShane

Michael McShane
    
    Director/s/ W. Matt Ralls

W. Matt Ralls
    
    Director
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Signature
    
    Title/s/ R. Graham Whaling

R. Graham Whaling
    
    Director/s/ Marcus A. Watts

Marcus A. Watts
    
    Director/s/ James D. Woods

James D. Woods
    
    Director
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INDEX TO EXHIBITS
 EXHIBIT4.1
    
    Form of Amended and Restated Stockholders Agreement by and among Complete Production
Services, Inc. and the stockholders listed therein (incorporated by reference to Exhibit
10.3 to the Registration Statement on Form S-1/A filed with the Commission on March 20,
2006).5.1+
    
    Opinion of James F. Maroney, Esq. regarding the legality of the securities being registered.23.1+
    
    Consent of James F. Maroney, Esq. (included in Exhibit 5.1).23.2+
    
    Consent of Grant Thornton LLP.23.3+
    
    Consent of KPMG LLP.23.4+
    
    Consent of Deloitte & Touche
LLP.24+
    
    Power of Attorney (included with the signature page to this Registration Statement).99.1+
    
    Pumpco Services, Inc. 2005 Stock
Incentive Plan, as amended.
  7