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                                                                     EXHIBIT 3.2

                 SECOND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                                TUBOSCOPE INC.

          Tuboscope Inc., a corporation organized and existing under the laws of
the State of Delaware (hereinafter referred to as the "Corporation"), hereby
certifies as follows:

          1.  The name of the Corporation is Tuboscope Inc.  The Corporation
was originally incorporated under the name Brentwood - Tuboscope Corporation,
and the original Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on March 29, 1988.

          2.  Pursuant to Section 245 of the General Corporation Law of the
State of Delaware, this Second Restated Certificate of Incorporation only
restates and integrates and does not further amend the provisions of the
Restated Certificate of Incorporation of the Corporation as theretofore amended
or supplemented, and there is no discrepancy between those provisions and the
provisions of this Second Restated Certificate of Incorporation.

          3.  The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated to read in its entirety as
follows:

          "FIRST:  The name of this corporation is Tuboscope Inc. (hereinafter
     referred to as the "Company").

          SECOND:  The address of the Company's registered office in the State
     of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, County of New
     Castle. The name of the Company's registered agent at that address is The
     Prentice-Hall Corporation System, Inc.

          THIRD:   The purpose of the Company is to engage in any lawful act or
     activity for which a corporation may be organized under the General
     Corporation Law of the State of Delaware.

          FOURTH:  The Company shall be authorized to issue two classes of
     shares of stock to be designated respectively, "Common Stock" and
     "Preferred Stock." The total number of shares which the Company shall have
     authority to issue is 65,000,000. The total authorized number of shares of
     Common Stock shall be 60,000,000 and each such share shall have a par value
     of $.01. The total authorized number of shares of Preferred Stock shall be
     5,000,000 and each such share shall have a par value of $.01.

          The shares of Preferred Stock may be issued from time to time in one
     or more series. The Board of Directors is hereby vested with authority to
     fix by
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     resolution or resolutions the designations and preferences, powers, and
     relative, participating, optional or other rights and restrictions thereof,
     including, without limitation, the dividend rate, conversion rights, voting
     rights, redemption price and liquidation preference, on any series of
     shares of Preferred Stock, and fix the number of shares constituting any
     such series, and to increase or decrease the number of shares of any such
     series (but not below the number of shares thereof then outstanding.) If
     the number of shares of any such series shall be so decreased, the shares
     constituting such decrease shall resume the status which they had prior to
     the adoption of the resolution or resolutions originally fixing the number
     of shares of such series.

          FIFTH: A director of the Company shall not be personally liable to the
     Company or its stockholders for monetary damages for breach of fiduciary
     duty as a director, except for liability (i) for any breach of the
     director's duty of loyalty to the Company or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under Section 174 of the General
     Corporation Law of the State of Delaware, or (iv) for any transaction from
     which the director derived an improper personal benefit.

          If the General Corporation Law of the State of Delaware is hereafter
     amended to authorize the further elimination or limitation of the liability
     of a director, then the liability of a director of the Company shall be
     eliminated or limited to the fullest extent permitted by the General
     Corporation Law of the State of Delaware, as so amended.

          Any repeal or modification of the foregoing provisions of this Article
     FIFTH by the stockholders of the Company shall be prospective only and
     shall not adversely affect any right or protection of a director of the
     Company existing at the time of such repeal or modification for or with
     respect to any acts or omissions of a director occurring prior to such
     repeal or modification.

          SIXTH: The following provisions are inserted for the management of the
     business and the conduct of the affairs of the Company, and for further
     definition, limitation, and regulation of the powers of the Company and of
     its directors and stockholders:

               A.  The business and affairs of the Company shall be managed by
     or under the direction of the Board of Directors (the "Board"). In addition
     to the powers and authority expressly conferred upon the Board by statute
     or by this Restated Certificate of Incorporation or the bylaws of the
     Company, the Board is hereby empowered to exercise all such powers and do
     all such acts and things as may be exercised or done by the Company.

               B.  The Board is expressly authorized to make, alter or repeal
     the bylaws of the Company.

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               C.   Unless otherwise provided by the bylaws of the Company, the
     directors of the Company need not be elected by written ballot.

               D.   No director may serve as a director of the Company if a
     majority of the directors then in office determine that such director holds
     a position with another company which the directors judge to be a
     competitor of the Company.

               E.   The number of directors which shall constitute the whole
     Board shall be not less than one (1) nor more than ten (10). The Board
     shall be fixed from time to time, within the limits specified above,
     exclusively by the Board pursuant to a resolution adopted by a majority of
     the total number of authorized directors (whether or not there exist any
     vacancies in previously authorized directorships at the time any such
     resolution is presented to the Board for adoption). Newly created
     directorships resulting from any increase in the authorized number of
     directors or any vacancies in the Board resulting from death, resignation,
     retirement, disqualification, removal from office, or other cause shall be
     filled only by a majority vote of the directors then in office, though less
     than a quorum, and directors so chosen shall hold office for a term
     expiring at the annual meeting of stockholders. No decrease in the number
     of directors constituting the Board shall shorten the term of any incumbent
     director. Any one or more of the directors, or the entire Board, may be
     removed from office at any time, but only for cause and only by the
     affirmative vote of the holders of at least 66-2/3% of the outstanding
     shares of Common Stock of the Company entitled to vote generally in the
     election of directors cast at a meeting of the stockholders called for that
     purpose.

               F.   Any action required or permitted to be taken by the
     stockholders of the Company must be effected at a duly called annual or
     special meeting of stockholders of the Company and may not be effected by
     any consent in writing by the stockholders of the Company.

               G.   The provisions of this paragraph or paragraphs D, E and F of
     this Article may be amended or repealed or provisions inconsistent
     therewith may be adopted only by the affirmative vote of the holders of at
     least 66-2/3% of the outstanding shares of the Common Stock of the Company
     entitled to vote cast at a meeting called for that purpose."

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          IN WITNESS WHEREOF, the Corporation has caused this Second Restated
Certificate of Incorporation to be signed by James F. Maroney, III, its Vice
President, Secretary and General Counsel, this 13th day of May, 1999.



                                    TUBOSCOPE INC.,
                                    a Delaware corporation


                                    By:  /s/ JAMES F. MARONEY, III
                                         ----------------------------
                                         James F. Maroney, III
                                         Vice President, Secretary and
                                         General Counsel

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