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                                                                 EXHIBIT 10.11.1

                               FIRST AMENDMENT TO
                               EXECUTIVE AGREEMENT

     This First Amendment to Executive Agreement (this "Amendment") is made and
entered into as of the ____ day of _________ ____ (the "Effective Date") between
Tuboscope Inc., a Delaware corporation and its subsidiaries (collectively
"Tuboscope") and ________________________ (the "Executive")*.

     WHEREAS, the Executive and Tuboscope have previously entered into an
Executive Agreement with an Effective Date of __________________; and

     WHEREAS, Tuboscope and Executive wish to modify the Executive Agreement in
certain respects by the addition of a new subparagraph 5.G. and a new Section
14; and

     WHEREAS, Tuboscope believes it to be in the best interests of its
stockholders to attract, retain and motivate key executive officers and ensure
continuity of management and that this Amendment will further those interests.

     In consideration of Executive's continued employment as an executive
officer with Tuboscope and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Tuboscope and
Executive agree as follows:

1.   Additional Subparagraph 5.G.

     An additional subparagraph G as set forth below is hereby added to the end
of Section 5 and for all purposes made a part of the Executive Agreement as
follows:

     G.   Executive (or in the event of his death, his estate) shall be entitled
          to exercise his respective grants of vested stock options until either
          (i) 24 months following the Date of Termination for a cash exercise of
          such option or (ii) 12 months following the Date of Termination for an
          immediate cashless exercise or an exercise through the Corporation's
          cashless exercise program; provided, however, that if any of the
          options are not in the money on the Date of Termination (i.e., the
          exercise price of such option exceeds the fair market value of the
          Common Stock on the Date of Termination), then the 24 month or 12
          month exercise period referred to above shall not commence for such
          options until the last day of a thirty trading day period following
          the Date of Termination during which the average closing market price
          of the Common Stock is at least equal to the exercise price of such
          options. Notwithstanding the provisions of this Section G, no option
          may be exercised at any time past the term of such option.
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* This Agreement has been entered into between Tuboscope Inc. and each of the
  following members of Tuboscope's senior management team: John F. Lauletta,
  Joseph C. Winkler, Charles N. Gricher, James F. Maroney, III, Joe E. McAnally,
  John M. Nelson, Kenneth L. Nibling, Haynes B. Smith, III, Peter J. Stuart and
  Clay C. Williams.

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2.   Additional Section 14.

     An additional Section 14 as set forth below is hereby added to and for all
purposes made a part of the Executive Agreement as follows:

14.  Excise Taxes and Gross-Up Payments.

     A.   The benefits of this Section 14 shall only apply if the aggregate
          payments and distributions to Executive or for Executive's benefit
          (whether paid or payable or distributed or distributable) pursuant to
          the terms of this Agreement (the "Payment") exceeds 2.99 multiplied by
          the Executive's "base amount" (as defined under Section 280G(b)(3) of
          the Code) by 12.5% or greater. Only if the Payment to Executive
          satisfies or exceeds such threshold, then Executive (i) shall be
          entitled to the benefits and payments set forth in this Section 14,
          and (ii) shall be referred to in this Section 14 as "Tax Eligible
          Executive".

     B.   If it shall be determined that Executive is a Tax Eligible Executive
          and any or all of the Payment would be subject to the excise tax
          imposed by Section 4999 of the Code (the "Excise Tax"), then Tax
          Eligible Executive shall be entitled to receive from the Corporation
          an additional payment (the "Gross-Up Payment") in an amount such that
          the net amount of the Payment and the Gross-Up Payment retained by Tax
          Eligible Executive after the calculation and deduction of all Excise
          Taxes (including any interest or penalties imposed with respect to
          such taxes) on the Payment and all federal, state and local income
          tax, employment tax and Excise Tax (including any interest or
          penalties imposed with respect to such taxes) on the Gross-Up Payment
          provided for in this Section 14, and taking into account any lost or
          reduced tax deductions on account of the Gross-Up Payment, shall be
          equal to the Payment.

     C.   All determinations required to be made under this Section 14,
          including whether Executive is a Tax Eligible Executive and whether
          and when the Gross-Up Payment is required and the amount of such
          Gross-Up Payment, and the assumptions to be utilized in arriving at
          such determinations (consistent with the provisions of the Section
          14), shall be made by the Corporation's independent certified public
          accountants (the "Accountants"). The Accountants shall provide Tax
          Eligible Executive and the Corporation with detailed supporting
          calculations with respect to such Gross-Up Payment within fifteen (15)
          business days of the receipt of notice from Executive or the
          Corporation that Executive has received or will receive a Payment. In
          the event that the Accountants are also serving as accountant or
          auditor for the individual, entity or group effecting the Change in
          Control, Tax Eligible Executive shall appoint another nationally
          recognized public accounting firm to make the determinations required

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          hereunder (which accounting firm shall then be referred to as the
          Accountants hereunder). All fees and expenses of the Accountants shall
          be borne solely by the Corporation. All determinations by the
          Accountants shall be binding upon the Corporation and Tax Eligible
          Executive.

     D.   For the purposes of determining whether any of the Payments will be
          subject to the Excise Tax and the amount of such Excise Tax, such
          Payments will be treated as "parachute payments" within the meaning of
          Section 28OG of the Code, and all "parachute payments" in excess of
          the "base amount" (as defined under Section 280G(b)(3) of the Code)
          shall be treated as subject to the Excise Tax, unless and except to
          the extent that in the opinion of the Accountants such payment (in
          whole or in part) either do not constitute "parachute payments" or
          represent reasonable compensation for services actually rendered
          (within the meaning of Section 280G(b)(4) of the Code) in excess of
          the "base amount" or such "parachute payments" are otherwise not
          subject to such Excise Tax. For purposes of determining the amount of
          the Gross-Up Payment, Tax Eligible Executive shall be deemed to pay
          federal income taxes at the highest applicable marginal rate of
          federal income taxation for the calendar year in which the Gross-Up
          Payment is to be made and to pay any applicable state and local income
          taxes at the highest applicable marginal rate of taxation for the
          calendar year in which the Gross-Up Payment is to be made, net of the
          maximum reduction in federal income taxes that could be obtained from
          the deduction of such state or local taxes if paid if such year
          (determined without regard to limitations on deductions based upon the
          amount of Tax Eligible Executive's adjusted gross income); and to have
          otherwise allowable deductions for federal, state and local income tax
          purposes at least equal to those disallowed because of the inclusion
          of the Gross-Up Payment in Tax Eligible Executive's adjusted gross
          income.

     E.   To the extent practicable, any Gross-Up Payment with respect to any
          Payment shall be paid by the Corporation at the time Tax Eligible
          Executive is entitled to receive the Payment and in no event will any
          Gross-Up Payment be paid later than thirty (30) days after the receipt
          by Tax Eligible Executive of the Accountant's determination. As a
          result of uncertainty in the application of Section 4999 of the Code
          at the time of the initial determination by the Accountants hereunder,
          it is possible that the Gross-Up Payment made will have been an amount
          less than the Corporation should have paid pursuant to this Section 14
          (the "Underpayment"). In the event that the Corporation exhausts its
          remedies pursuant to Section 14 and Tax Eligible Executive is required
          to make a payment of any Excise Tax, the Underpayment shall be
          promptly paid by the Corporation to or for Tax Eligible Executive's
          benefit.

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     F.   Executive shall notify the Corporation in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Corporation of the Gross-Up Payment. Such notification
          shall be given as soon as practicable after Executive is informed in
          writing of such claim and shall apprise the Corporation of the nature
          of such claim and the date on which such claim is requested to be
          paid. Tax Eligible Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on which
          Tax Eligible Executive gives such notice to the Corporation (or such
          shorter period ending on the date that any payment of taxes, interest
          and/or penalties with respect to such claim is due). If the
          Corporation notifies Tax Eligible Executive in writing prior to the
          expiration of such thirty (30) day period that it desires to contest
          such claim, Tax Eligible Executive shall:

          (i)   give the Corporation any information reasonably requested by
                the Corporation relating to such claim

          (ii)  take such action in connection with contesting such claim as the
                Corporation shall reasonably request in writing from time to
                time, including, without limitation, accepting legal
                representation with respect to such claim by an attorney
                reasonably selected by the Corporation;

          (iii) cooperate with the Corporation in good faith in order to
                effectively contest such claim; and

          (iv)  permit the Corporation to participate in any proceedings
                relating to such claims; provided, however. that the Corporation
                shall bear and pay directly all costs and expenses (including
                additional interest and penalties) incurred in connection with
                such contest and shall indemnify Tax Eligible Executive for,
                advance expenses to Tax Eligible Executive for, defend Tax
                Eligible Executive against and hold Tax Eligible Executive
                harmless from, on an after-tax basis, any Excise Tax or income
                tax (including interest and penalties with respect thereto)
                imposed as a result of such representation and payment of all
                related costs and expenses. Without limiting the foregoing
                provisions of this Section 14, the Corporation shall control all
                proceedings taken in connection with such contest and, at its
                sole option, may pursue or forego any and all administrative
                appeals, proceedings, hearings and conferences with the taxing
                authority in respect of such claim and may, at its sole option,
                either direct Tax Eligible Executive to pay the tax claimed and
                sue for a refund or contest the claim in any permissible manner,
                and Tax Eligible Executive agrees to prosecute such contest to a
                determination before any administrative tribunal, in a court of
                initial jurisdiction and in one or more

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                appellate courts, as the Corporation shall determine; provided,
                however, that if the Corporation directs Tax Eligible Executive
                to pay such claim and sue for a refund, the Corporation shall
                advance the amount of such payment to Tax Eligible Executive, on
                an interest-free basis, and shall indemnify Tax Eligible
                Executive for, advance expenses to Tax Eligible Executive for,
                defend Tax Eligible Executive against and hold Tax Eligible
                Executive harmless from, on an after-tax basis, any Excise Tax
                or income tax (including interest or penalties with respect
                thereto) imposed with respect to such advance or with respect to
                any imputed income with respect to such advance (including as a
                result of any forgiveness by the Corporation of such advance);
                provided, further, that any extension of the statute of
                limitations relating to the payment of taxes for the taxable
                year of Tax Eligible Executive with respect to which such
                contested amount is claimed to be due is limited solely to such
                contested amount. Furthermore, the Corporation's control of the
                contest shall be limited to issues with respect to which a
                Gross-Up Payment would be payable hereunder and Tax Eligible
                Executive shall be entitled to settle or contest, as the case
                may be, any other issue raised by the Internal Revenue Service
                or any other taxing authority.

Effectiveness of Other Terms.

     All other terms of the Executive Agreement not specifically addressed in
this Amendment shall continue in full force and effect.

     IN WITNESS WHEREOF, Tuboscope and the Executive have executed this
Amendment to be effective the date first above written.

EXECUTIVE                              TUBOSCOPE INC.,
                                       a Delaware corporation

/s/                                    By
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