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                                                                  EXHIBIT 10(kk)

                   AMENDED AND RESTATED EXECUTIVE AGREEMENT


This Amended and Restated Executive Agreement is made and entered into as of
23rd day of June, 1993, between Tuboscope Vetco International Inc., a Texas
corporation (the "Company"), Tuboscope Vetco International Corporation, a
Delaware Corporation ("Tuboscope"), and _______________________ (the
"Executive"). The Company and Tuboscope are hereinafter sometimes jointly
referred to as "the Companies".

WHEREAS, the Executive is employed as an Executive Officer of Tuboscope and the
Company; and

WHEREAS, the Boards of Directors of the Companies have, by and through their
respective Executive Committees, authorized certain "Change of Control Severance
Protections" in order to retain and motivate management and to ensure continuity
of management thereby entering an Executive Agreement dated ______________,
________ (the "Agreement"); and,

WHEREAS, the Boards of Directors of the Companies have, by and through their
respective Executive Committees, authorized certain changes in the Agreement in
order to retain and further motivate the Executive and to further ensure
continuity of management and/or transition of the Companies; and,

WHEREAS, the parties wish to amend and restate the Agreement to reflect these
additional changes and thereby enter this Amended and Restated Executive
Agreement ("this Agreement");

NOW THEREFORE, in consideration of the premises and mutual promises contained
herein the sufficiency and receipt of which are hereby acknowledged the parties
agree as set forth below:

1.   Definitions
     -----------

     For the purposes of this Agreement, the following terms shall have the
     following respective meanings:

     (a)  "Annual Base Salary" shall mean the Annual Base Salary being earned by
           ------------------
          the Executive on the date that the relevant Change of Control occurs.

     (b)  "Annual Incentive Compensation Opportunity" shall mean the maximum
           -----------------------------------------
          amount of cash bonus for which Executive could be eligible during the
          fiscal year in which the relevant Change of Control occurs.

     (c)  "Cause" shall mean a willful and continued failure to substantially
           -----
          perform the duties of Executive's office or the willful engagement in
          conduct which is materially injurious to either of the Companies.

     (d)  A "Change in Control" shall be deemed to have occurred if:
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                                                                  EXHIBIT 10(kk)


          (i)  any "person", as such term is used in Sections 13(d) and 14(d)(2)
               of the Securities Exchange Act of 1934, as amended (the "1934
               Act") (other than Tuboscope with respect to the Company) is,
               becomes or enters a contract to become, the "beneficial owner",
               as such term is used in Rule 13d-3 promulgated under the 1934
               Act, directly or indirectly, of securities representing fifty
               percent (50 %) or more of the common stock of Tuboscope or the
               Company; or

          (ii) all or substantially all of the business of either of the
               Companies is disposed of, or a contract is entered to dispose of
               all of the business of either of the Companies pursuant to a
               merger, consolidation or other transaction in which (x) the
               respective Company is not the surviving company, or (y) the
               stockholders of the respective Company prior to the transaction
               do not continue to own at least sixty percent (60%) of the
               surviving corporation; or ,

         (iii) either of the Companies is materially or completely liquidated;
               or

          (iv) any person (other than either of the Companies) purchases any
               common stock of either of the Companies in a tender or exchange
               offer with the intent, expressed or implied, of purchasing or
               otherwise acquiring control of either of the Companies; or

          (v)  a majority of the board of directors of either of the Companies
               is replaced over a two (2) year period unless such replacements
               have been approved by at least two-thirds (2/3) of those
               remaining directors who were directors at the beginning of such
               two (2) year period.

     (e)  "Good Reason" shall mean:
           -----------

          (i)  a material reduction in Executive's authority, duties or
               responsibilities (including status, offices, titles and reporting
               requirements) from those of Executive at the time of the relevant
               Change in Control on the basis of which Executive reasonably
               determines that he can no longer carry out his job in the manner
               contemplated prior to the Change in Control;

          (ii) Executive is assigned any duties or responsibilities that are
               inconsistent, in any material respect, with the scope of duties
               and responsibilities associated with the Executive's position
               immediately prior to the Change in Control;

         (iii) any reduction in Executive's Annual Base Salary or Annual
               Incentive Compensation Opportunity;
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                                                                  EXHIBIT 10(kk)


          (iv) any material reduction (in the aggregate) in Executive's employee
               benefits;

          (v)  the Companies fail to obtain a written agreement satisfactory to
               Executive from any successor or assigns of either of the
               Companies to assume and perform this Agreement as provided in
               paragraph 5;

          (vi) either of Companies requires Executive to be based at any office
               located more than thirty (30) miles from the Companies current
               offices without Executive's consent;

     (f)  "Fair Value" shall mean the closing sales price (on a national
           ----------
          securities exchange or automated quotation system) of the common stock
          into which Executive's options can be exercised on the date of Change
          in Control.

2.   Acceleration of Options And Cash Out

     In the event of a Change of Control, all of Executive's unvested stock
     options and other grants of long term incentives shall vest without further
     action by either of the Companies or Executive and the Companies shall pay
     to Executive, in cancellation of all of the options granted to Executive by
     Tuboscope prior to the Change in Control and not previously exercised, cash
     in an amount equal to the difference between (i) the Fair Value of the
     common stock into which such options are exercisable and (ii) the exercise
     price of such options.

3.   Termination Payments After a Change in Control

     If within twenty-four (24) months after a Change in Control, (a)
     Executive's employment with the Companies is terminated for any reason
     other than for Cause, death or disability or (b) Executive voluntarily
     terminates his employment with the Companies for Good Reason, the Companies
     shall, in lieu of any other severance obligation:

     (a)  pay to Executive two and one-half (2-1/2) times the sum of his (i)
          Annual Base Salary and (ii) Annual Incentive Compensation Opportunity
          then in effect; provided if the sum of Executive's (i) Annual Base
          Salary and (ii) Annual Incentive Compensation Opportunity for either
          of the two (2) years previous to the Change of Control is greater than
          the Executive will be paid two and one-half (2-1/2) times the greater
          amount;

     (b)  continue to provide to Executive basic health and life insurance
          coverage substantially comparable to the coverage in effect upon the
          date of Executive's termination (including coverage of Executive's
          family) for thirty (30) months after such termination or until
          Executive is re-employed and eligible for basic 
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                                                                  EXHIBIT 10(kk)


          health and life insurance benefits from his employer which are equal
          to or better than those provided by the Companies on the date of
          termination, provided, however, that if Executive is not eligible for
          coverage with any new employer for "preexisting conditions" and the
          like, the Companies shall continue to provide coverage for such
          conditions through the end of the thirty (30) month period; in
          consideration for such coverage, Executive shall continue to pay an
          amount equal to the amount paid by him for such coverage by the
          Companies prior to his termination or such amount as other then
          current executive employees of the Companies pay for such coverage;

     (c)  (i) permit Executive to participate in the Companies' 401(k) Plan for
          thirty (30) months after the date of termination and continue to
          contribute to his account an amount equal to three percent (3%) of
          Executive's Annual Base Salary for each year or partial year of such
          continuance or, (ii) pay to Executive an amount equal to two and one-
          half (2-1/2) times three percent (3%) of Executive's Annual Base
          Salary at the date of termination (2-1/2 x [Annual Base Salary x
          .03]); in addition, if Executive is not fully vested in his 401 (k)
          account on the date of termination, the Companies shall either fully
          vest Executive in such account or pay Executive an amount equal to the
          unvested portion of such account; any amounts payable pursuant to this
          subparagraph 3(c) shall be grossed up so that the amount Executive
          actually receives after payment of any federal and state taxes payable
          on such amount, equals the amounts described above;

     (d)  either transfer to Executive ownership and title to the Executive's
          company car or, if Executive receives a monthly car allowance in lieu
          of a company car, pay Executive an amount equal to two and one-half 
          (2-1/2) times Executive's annual car allowance;

     (e)  pay Executive an amount such that after paying any federal or state
          taxes on any payments to be received pursuant to subparagraph 3(c).
          and 3(d) above and the amount payable pursuant to this subparagraph
          3(e), the Executive shall retain an amount equal to the amounts
          payable under subparagraphs 3(c) and 3(d);

     (f)  provide Executive with the full "Executive Plan" outplacement services
          of Drake, Beam & Morin, or such other outplacement services as
          reasonably acceptable to Executive;

     (g)  if it shall be determined that any payment to or for the benefit of
          Executive pursuant to subparagraphs 3(a)-(g), (collectively, the
          "payments") would be subject to the excise tax imposed by Section 4999
          of the Internal Revenue Code (or any successor provision) or any
          interest or penalties are incurred by Executive with respect to such
          excise tax (such excise tax together with any 
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                                                                  EXHIBIT 10(kk)


          such interest and penalties, the "Excise Tax"), pay Executive an
          additional amount (a "Gross-Up Payment") such that after payment by
          Executive of all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any income
          taxes (and any interest and penalties imposed with respect thereto)
          and Excise Tax imposed upon the Gross-Up Payment, Executive will
          retain an amount of the Gross-Up Payment equal to the Excise Tax on
          the payments;

     (h)  all payments due pursuant to this paragraph 3. shall be made within
          five (5) business days of the date of termination.

4.   Term

     This Agreement shall remain in full force and effect until such time as

     (a)  if prior to a Change of Control, Executive is no longer employed by
          either of the Companies as an executive officer; or

     (b)  if subsequent to a Change of Control, all rights, benefits or payments
          owing to Executive hereunder have been satisfied.

5.   Assumption By Successor

     The Companies will require any successor (whether direct or indirect, by
     purchase, merger, consolidation or otherwise) to all or substantially all
     of the business and/or assets of either of the Companies to assume
     expressly and agree to perform this Agreement in the same manner and to the
     same extent that the Companies would be required to perform if no
     succession had taken place.

6.   No Mitigation - No Offset

     If Executive is terminated not for Cause or voluntarily terminates for Good
     Reason, Executive shall be under no obligation to seek other employment and
     there shall be no offset against amounts due Executive under this Agreement
     on account of any remuneration attributable to any subsequent employment
     Executive may obtain.

7.   Attorney's Fees

     If Executive reasonably determines that it is necessary to initiate any
     legal action (including any arbitration proceeding as described in
     paragraph 8) to obtain any payments, benefits or rights provided by this
     Agreement to him, the Companies shall reimburse Executive for all
     attorneys' fees, arbitrator's fees, costs and other related expenses
     incurred by him to the extent Executive is awarded any relief in said
     action.
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                                                                  EXHIBIT 10(kk)


8.   Dispute Resolution

     If any dispute arises out of this Agreement, the "complaining party" shall
     give the "other party" written notice of such dispute. The other party
     shall have ten (10) business days to resolve the dispute to the complaining
     party's satisfaction. If the dispute is not resolved by the end of such
     period, the complaining party may by written notice (the "Notice") demand
     arbitration of the dispute as set out below, and each party hereto
     expressly agrees to submit to, and be bound by, such arbitration.

     (a)  Each party, will, within ten (10) business days of the Notice,
          nominate an arbitrator. Each nominated arbitrator must be someone
          experienced in dispute resolution and of good character without moral
          turpitude and not within the employ or direct or indirect influence of
          the nominating party. The two nominated arbitrators will, within ten
          (10) business days of nomination, agree upon a third arbitrator. If
          two (2) appointed arbitrators can not agree on a third arbitrator
          within such period, the parties may seek such an appointment through
          any permitted court proceeding or by the American Arbitration
          Association ("AAA"). The three arbitrators will set the Rules and
          timing of the arbitration, but will generally follow the Rules of the
          AAA and this Agreement where same are applicable and shall provide for
          written fact findings.

     (b)  The arbitration hearing will in no event take place more than ninety
          (90) days after the appointment of the third arbitrator.

     (c)  The arbitration will take place in Houston, Texas unless otherwise
          unanimously agreed to by the parties.

     (d)  The results of the arbitration and the decision of the arbitrators
          will be final and binding on the parties and each party agrees and
          acknowledges that these results shall be enforceable in a court of
          law.

9.   This Agreement will be governed by and construed in accordance with the
     internal substantive laws, and not the choice of law rules, of the State of
     Texas.
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                                                                  EXHIBIT 10(kk)


IN WITNESS WHEREOF, the Company, Tuboscope and the Executive have executed this
Agreement on the 23rd day of June, 1993.

EXECUTIVE                                    TUBOSCOPE VETCO INTERNATIONAL INC.,
                                             a Texas Corporation                


______________________________               By: ______________________________

 







                                             TUBOSCOPE VETCO INTERNATIONAL
                                             CORPORATION, a Delaware Corporation



                                             By: _______________________________
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                                                                  EXHIBIT 10(kk)

          FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE AGREEMENT

Tuboscope Vetco International Inc., a Texas corporation (the "Company"),
Tuboscope Vetco International Corporation, a Delaware corporation (the
"Corporation"), and ______________________ (the "Executive") have previously
entered into an Executive Agreement dated as of ________, ______ as amended June
23, 1993 (the "Amended Agreement"). The Company and the Corporation are
hereinafter sometimes jointly referred to as "the Companies".

WHEREAS, the Companies are contemplating a transaction pursuant to which the
Companies would combine their business enterprises with those of another
company; (the contemplated transaction hereinafter referred to as the
"Transaction"); and

WHEREAS, the Companies and Executive wish to modify the Amended Agreement in
certain respects generally and in particular respects in contemplation of the 
Transaction;

NOW, THEREFORE, in consideration of the premises and mutual promises contained
herein the sufficiency and receipt of which are hereby acknowledged the parties
agree as set forth below:

1.1 Paragraph 2 of the Amended Agreement is amended to read hereafter as
follows:

     "In the event of Change of Control, all of Executive's unvested stock
     options shall vest without further action by either of the Companies or
     Executive. Notwithstanding anything to the contrary contained in the
     agreements covering such stock options, such stock options shall be
     exercisable for the two (2) full calendar years following the Executive's
     termination of employment with the Companies pursuant to the other terms of
     the Amended and Restated Stock Option Plan for Key Employees and Directors
     of Tuboscope Vetco International Corporation."

2.   Subparagraph 3(g) of the Amended Agreement is amended by inserting
     "paragraph 2 and" immediately prior to "subparagraphs 3(a)-(g)" in the
     second line.
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                                                                  EXHIBIT 10(kk)

IN WITNESS WHEREOF, the Company, the Corporation, and the Executive have
executed this Agreement on this 3rd day of January, 1996.

EXECUTIVE                                    TUBOSCOPE VETCO INTERNATIONAL, INC.
                                             

                         

________________________________             By: _______________________________



                                             TUBOSCOPE VETCO INTERNATIONAL
                                             CORPORATION


                                             By: _______________________________