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________________________________________________________________________________
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 1, 2000


                                   AROC Inc.
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            (Exact name of registrant as specified in its charter)


     Delaware                          333-85237              74-2932492
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(State or other jurisdiction of      (Commission File        (IRS Employer
         incorporation)                   Number)          Identification No.)


4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma                74135
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(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:   (918) 491-1100


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         (Former name or former address, if changed since last report)


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Item 1.  Changes in Control of Registrant
         --------------------------------

     Effective May 1, 2000, AROC Inc., a Delaware company (the "Company"),
designated 2,200,000 shares of its authorized preferred stock as Series A
Preferred Stock. The Series A Preferred Stock accrues cumulative dividends at
the rate of $5.00 per share per year, payable semiannually. Until May 1, 2002,
dividends are payable in kind through the issuance of additional shares of
preferred stock at a price equal to the fair market value of the preferred stock
at the time of the payment. The preferred stock has a liquidation preference of
$50.00 per share and may be redeemable at $50.00 per share at either the
Company's or the holder's option upon the occurrence of certain events. Each
share of preferred stock is convertible at any time into 384.6 shares of the
Company's common stock and has the right to vote in all matters on the same
basis as if the preferred stock had been converted into common stock. The terms
of the preferred stock prohibit the Company from taking certain actions without
the consent of the holders of the preferred stock.

     On May 1, 2000, the Company sold to affiliates of EnCap Investments, L.L.C.
("EnCap") and Bank of America, N.A. ("Bank of America") 850,163 shares of the
Company's newly created Series A Preferred Stock for a total consideration of
approximately $42.5 million, received in satisfaction of outstanding obligations
to those parties and in consideration of cash and the purchase of an oil and gas
property interest.

     On May 1, 2000, the Company also acquired from affiliates of EnCap direct
or indirect ownership of oil and gas properties having a net present value,
discounted at 10%, of approximately $62 million at May 1, 2000, using non-
escalated prices of $2.50 per mcf of gas and $22.00 per barrel of oil. The
properties include approximately 280 wells located in Texas, Louisiana, New
Mexico and Wyoming. The properties were acquired in exchange for the issuance to
the EnCap affiliates of an aggregate of 930,140 shares of the Company's Series A
Preferred Stock.

     On May 1, 2000, the Company also issued to affiliates of EnCap warrants to
purchase 39,541,233 shares of the Company's common stock at a price of $0.01 per
share at any time until April 30, 2007 in connection with receiving $17,000,000
in cash pursuant to a subordinated debt agreement with the EnCap affiliates
discussed in Item 5 below. The subordinated notes bear interest at the rate of
12% per year, payable semiannually. Principal is due May 1, 2007. Until May 1,
2002, interest is payable in kind by increasing the principal amount of the
debt.

     As a result of these transactions, the Company has outstanding 55,278,837
shares of common stock, 10,000,000 convertible restricted voting shares,
warrants to purchase 45,813,963 shares of common stock, and 1,780,303 shares of
Series A Preferred Stock that are convertible into an aggregate of 684,731,854
shares of common stock. EnCap and its affiliates have the right to vote
approximately 80% of the Company's voting securities and Bank of America and its
affiliates have the right to vote approximately 11.6% of the Company's voting
securities.

                                       1
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Item 2. Acquisition or Disposition of Assets
        ------------------------------------

     See the discussion under Item 1 regarding the purchase of certain oil and
gas properties by the Company in exchange for the issuance of Series A Preferred
Stock by the Company.

Item 5. Other Events.
        ------------

     Pursuant to a Credit Agreement dated as of May 1, 2000, among AROC Inc.,
Toronto Dominion (Texas), Inc., individually and as Agent, and the lenders named
in that agreement (the "Credit Agreement"), the Company obtained a new
$35,000,000 credit facility. The credit facility is secured by a first lien on
substantially all of the Company's assets and the credit facility imposes
certain restrictions on the Company's activities, including the payment of
dividends and purchases of stock. The credit facility provides for a revolving
line of credit for three years. Borrowings under the credit facility bear
interest at either the LIBOR rate plus from 1.75% to 3.0% or the agent's prime
rate plus from .25% to 1.5%, at the Company's election. Interest is payable
quarterly beginning July 31, 2000. Principal is payable in full on the third
anniversary of the closing of the credit facility. The borrowing base for the
credit facility will typically be redetermined semiannually, although the
lenders have the right to make a redetermination at any time.

     Also on May 1, 2000, the Company entered into a Purchase Agreement with
affiliates of EnCap providing for the sale to the EnCap affiliates of a total of
$17,000,000 in subordinated notes in exchange for a cash in that amount. The
subordinated notes bear interest at the rate of 12% per year, payable
semiannually.  Principal is due May 1, 2007.  Until May 1, 2002, interest is
payable in kind by increasing the principal amount of the debt.

     A portion of the proceeds of the cash received from the credit facility and
the sale of the subordinated debt were used to satisfy the Company's obligations
under its previous credit facility with Bank of America and the remainder will
be used for working capital.

Item 7. Financial Statements and Exhibits.
        ---------------------------------

     (a)  Financial statements of businesses acquired.

     It is impractical to file financial statements at this time. The Registrant
will file such statements as soon as practical. It is expected that such
statements will be filed by amendment to this Form 8-K on or before July 15,
2000.


     (b)  Pro forma financial information.

     It is impractical to file pro forma financial information at this time. The
Registrant will file such information as soon as practical. It is expected that
such information will be filed by amendment to this Form 8-K on or before July
15, 2000.

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     (c)  Exhibits

          3.1  Certificate of Designation of the Series A Preferred Stock of the
               Company as filed with the Secretary of State of the State of
               Delaware May 1, 2000.

          4.1  Warrant Agreement dated April 30, 2000, relating to the issuance
               of Series J Warrants of the Company

          10.1 Purchase and Sale Agreement, dated April 30, 2000, by and between
               EnCap Equity 1996 Limited Partnership and AROC Inc.

          10.2 Purchase and Sale Agreement, dated April 30, 2000, by and among
               Energy Capital Investment Company PLC, ECIC Corporation and AROC
               Inc.

          10.3 Purchase and Sale Agreement, dated April 30, 2000, by and between
               EnCap Equity 1994 Limited Partnership and AROC Inc.

          10.4 Purchase and Sale Agreement, dated April 30, 2000, by and between
               Mountaineer Limited Partnership and AROC Inc.

          10.5 Purchase Agreement, dated May 1, 2000, by and between AROC Inc.,
               EnCap Equity 1996 Limited Partnership, Energy Capital Investment
               Company PLC and El Paso Capital Investments, L.L.C.

          10.6 Preferred Stock Purchase Agreement, dated as of May 1, 2000,
               among Bank of America, N.A., EnCap 1996 Limited Partnership,
               Energy Capital Investment Company PLC, El Paso Capital
               Investments, L.L.C., EF-II Holdings, LLC, Picosa Creek Limited
               Partnership, EnCap Investments, L.L.C., and AROC Inc.

          10.7 Amended and Restated Registration Rights Agreement, dated as of
               April 30, 2000, by and among AROC Inc., EnCap 1996 Limited
               Partnership, EnCap 1996 Limited Partnership, Energy Capital
               Investment Company PLC, Shahara Oil, L.L.C., El Paso Capital
               Investments, L.L.C., and Picosa Creek Limited Partnership.

          10.8 Amended and Restated Registration Rights Agreement, dated as of
               April 30, 2000, by and among AROC Inc., Bank of America, N.A.,
               and LaSalle Street Natural Resources Corporation.

          10.9 Credit Agreement dated as of May 1, 2000, among AROC Inc.,
               Toronto Dominion (Texas), Inc., individually and as Agent, and
               the Lenders.

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                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              AROC INC.
                              (Registrant)


Date:   May 17, 2000          By: /s/ John A. Keenan
                                  ----------------------------------------------
                              Name: John A. Keenan
                              Title: President and Chief Executive Officer


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                               INDEX TO EXHIBITS

Exhibit Number           Description of Exhibit
--------------           ----------------------

3.1            Certificate of Designation of the Series A Preferred Stock of
               AROC Inc. as filed with the Secretary of State of the State of
               Delaware May 1, 2000.

4.1            Warrant Agreement dated April 30, 2000, relating to the issuance
               of Series J Warrants of AROC Inc.

10.1           Purchase and Sale Agreement, dated April 30, 2000, by and between
               EnCap Equity 1996 Limited Partnership and AROC Inc.

10.2           Purchase and Sale Agreement, dated April 30, 2000, by and among
               Energy Capital Investment Company PLC, ECIC Corporation and AROC
               Inc.

10.3           Purchase and Sale Agreement, dated April 30, 2000, by and between
               EnCap Equity 1994 Limited Partnership and AROC Inc.

10.4           Purchase and Sale Agreement, dated April 30, 2000, by and between
               Mountaineer Limited Partnership and AROC Inc.

10.5           Purchase Agreement, dated May 1, 2000, by and between AROC Inc.,
               EnCap Equity 1996 Limited Partnership, Energy Capital Investment
               Company PLC and El Paso Capital Investments, L.L.C.

10.6           Preferred Stock Purchase Agreement, dated as of May 1, 2000,
               among Bank of America, N.A., EnCap 1996 Limited Partnership,
               Energy Capital Investment Company PLC, El Paso Capital
               Investments, L.L.C., EF-II Holdings, LLC, Picosa Creek Limited
               Partnership, EnCap Investments, L.L.C., and AROC Inc.

10.7           Amended and Restated Registration Rights Agreement, dated as of
               April 30, 2000, by and among AROC Inc., EnCap Equity 1996 Limited
               Partnership, EnCap Equity 1994 Limited Partnership, Energy
               Capital Investment Company PLC, an English investment company,
               EnCap Investments L.L.C., Shahara Oil, L.L.C., Creek Limited
               Partnership, EF-II Holdings, LLC, and El Paso Capital
               Investments.

10.8           Amended and Restated Registration Rights Agreement, dated as of
               April 30, 2000, by and among AROC Inc., Bank of America, N.A.,
               and LaSalle Street Natural Resources Corporation.

10.9           Credit Agreement dated as of May 1, 2000, among AROC Inc.,
               Toronto Dominion (Texas), Inc., individually and as Agent, and
               the Lenders.

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