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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-K/A
 
(MARK ONE)
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
    OF 1934 (FEE REQUIRED)
 
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
 
                                      OR
 
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934 (NO FEE REQUIRED)
 
    FOR THE TRANSITION PERIOD FROM       TO
 
                                TUBOSCOPE INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
         DELAWARE                   0-18312                  76-0252850
      (STATE OR OTHER        (COMMISSION FILE NO.)        (I.R.S. EMPLOYER
       JURISDICTION                                      IDENTIFICATION NO.)
    OF INCORPORATION OR
       ORGANIZATION)
 
  2835 HOLMES ROAD, HOUSTON, TEXAS                        77051
   (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
              OFFICES)
 
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 799-5100
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                     NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
                         COMMON STOCK, $.01 PAR VALUE
                               (TITLE OF CLASS)
 
                               ----------------
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
                               Yes [X]   No [_]
 
  The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 19, 1998, was $929,068,035 based on the closing
sales price of such stock on such date.
 
  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
 
  The number of shares outstanding of the registrant's common stock, as of
February 19, 1998 was 44,241,335.
 
                               ----------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
  Portions of the registrant's Proxy Statement for its 1998 Annual Meeting are
incorporated by this reference into Part II and Part III, respectively, as set
forth herein.
 
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  Item 6 of Part II of Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of Tuboscope Inc. is amended in its entirety as follows:
 
ITEM 6. SELECTED FINANCIAL DATA
 
  The information below is presented in order to highlight significant trends
in the Company's results from operations and financial condition. See Note 3 of
the Notes to the Consolidated Financial Statements regarding the 1997 and 1996
acquisitions.
 
<TABLE>
<CAPTION>
                                    YEARS ENDED DECEMBER 31,
                          --------------------------------------------------
                            1997     1996         1995      1994      1993
                          -------- --------     --------  --------  --------
                            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE
                                             DATA)
<S>                       <C>      <C>          <C>       <C>       <C>
STATEMENT OF OPERATIONS
 DATA:
Revenue.................. $525,231 $341,431     $190,015  $192,175  $183,340
Cost of sales............  362,251  243,854      138,367   140,462   137,188
Gross profit.............  162,980   97,577       51,648    51,713    46,152
Selling, general and
 administrative expense..   51,475   35,662       20,732    21,511    26,773
Research and engineering
 costs...................   10,580    6,595        3,456     3,154     3,678
Write-off of assets and
 restructure costs.......      --    76,601          --        --     13,256
                          -------- --------     --------  --------  --------
Operating profit (loss)..  100,925  (21,281)(1)   27,460    27,048     2,445(1)
Interest expense.........   14,456   13,414       12,328    12,190    10,595
Other (income) expense,
 net.....................    1,520      293          (73)      569     2,657
                          -------- --------     --------  --------  --------
Income (loss) before
 income taxes and
 extraordinary loss......   84,949  (34,988)      15,205    14,289   (10,807)
Provision (benefit) for
 income taxes............   31,845    8,238        6,386     6,001    (2,445)
Income (loss) before
 extraordinary loss......   53,104  (43,226)       8,819     8,288    (8,362)
Extraordinary loss, net
 of income tax...........      --    (6,373)         --       (764)   (4,497)
                          -------- --------     --------  --------  --------
Net income (loss)........   53,104  (49,599)       8,819     7,524   (12,859)
Dividends applicable to
 redeemable preferred
 stock...................      --       --           700       700       700
                          -------- --------     --------  --------  --------
Net income (loss)
 applicable to common
 stock................... $ 53,104 $(49,599)    $  8,119  $  6,824  $(13,559)
                          ======== ========     ========  ========  ========
Earnings (loss) per
 common share............ $   1.22 $  (1.35)    $    .44  $    .37  $   (.74)
                          ======== ========     ========  ========  ========
Earnings (loss) per
 common share assuming
 dilution................ $   1.14 $  (1.35)    $    .44  $    .37  $   (.74)
                          ======== ========     ========  ========  ========
OTHER DATA:
EBITDA(2)................ $125,515 $ 72,633     $ 42,570  $ 40,859  $ 27,262
Ratio of EBITDA to
 interest expense(3).....     8.7x     5.4x         3.5x      3.4x      2.6x
Ratio of earnings to
 fixed charges(4)........     6.8x     3.9x         2.2x      2.1x      1.2x
Depreciation and
 amortization............ $ 26,110 $ 17,606     $ 15,037  $ 14,380  $ 14,218
Capital expenditures..... $ 35,190 $ 18,681     $  7,645  $  7,549  $ 14,640
BALANCE SHEET DATA (END
 OF PERIOD):
Working capital.......... $ 81,294 $ 74,393     $ 44,623  $ 35,926  $  5,279
Total assets.............  686,167  505,165      306,679   317,027   310,108
Total debt...............  218,377  184,743      111,617   123,851   101,489
Preferred stock..........      --       --        10,175    10,175    10,175
Common stockholders'
 equity..................  300,033  218,902      121,441   113,424   105,256
</TABLE>
--------
(1) The 1996 operating loss includes $63.1 million of charges for the write-off
    of certain assets, $11.3 million of Drexel transaction costs, and $2.2
    million of charges for the write-off of Italian operations. Excluding these
    costs, operating profit in 1996 was $55.3 million. The 1993 operating
    profit includes restructuring charges of $13.3 million. Excluding these
    costs, operating profit in 1993 was $15.7 million.
(2) "EBITDA" means earnings before interest, taxes, depreciation, amortization,
    restructuring charges, write-off of long-lived assets, Drexel transaction
    costs, write-off of Italian operations and extraordinary items and should
    not be considered as an alternative to net income or any other generally
    accepted accounting principles measure of performance as an indicator of
    the Company's operating performance or as a measure of liquidity. The
    Company believes EBITDA is a widely accepted financial indicator of a
    company's ability to service debt.
(3) Ratio of EBITDA to interest expense represents an industry ratio that
    provides an investor with information as to the Company's current ability
    to meet its interest costs.
(4) For the purpose of this calculation, "earnings" consist of net income
    (loss) before income taxes, write-off of long-lived assets, Drexel
    transaction costs, write-off of Italian operations, restructuring charges,
    extraordinary items, and fixed charges. "Fixed charges" consist of interest
    expense and amortization of debt discount and related expenses believed by
    management to be representative of the interest factor thereon. Earnings
    were insufficient to cover fixed charges by $35.0 million in 1996 if the
    write-off of long-lived assets, Drexel transaction costs, and the write-off
    of Italian operations is included in earnings. Earnings were insufficient
    to cover fixed charges by $10.8 million in 1993 if restructuring charges
    are included in 1993 earnings.
 
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                                   SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                          TUBOSCOPE INC.
 
 
Dated: February 19, 1998                            /s/ L. E. Simmons
                                          By:__________________________________
                                                      L. E. Simmons
                                                  Chairman of the Board
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
              SIGNATURE                      TITLE                  DATE
 
    /s/    L. E. Simmons             Chairman of the         February 19, 1998
-----------------------------------   Board
           L. E. Simmons
 
    /s/  John F. Lauletta            Director, President     February 19, 1998
-----------------------------------   and Chief Executive
         John F. Lauletta             Officer (Principal
                                      Executive Officer)
 
    /s/  Joseph C. Winkler           Executive Vice          February 19, 1998
-----------------------------------   President, Chief
         Joseph C. Winkler            Financial Officer and
                                      Treasurer (Principal
                                      Financial and
                                      Accounting Officer)
 
    /s/ Martin I. Greenberg          Vice President,         February 19, 1998
-----------------------------------   Controller,
        Martin I. Greenberg           Assistant Treasurer
                                      and Assistant
                                      Secretary
 
    /s/   Jerome R. Baier            Director                February 19, 1998
-----------------------------------
          Jerome R. Baier
 
    /s/   Eric L. Mattson            Director                February 19, 1998
-----------------------------------
          Eric L. Mattson
 
    /s/ Douglas E. Swanson           Director                February 19, 1998
-----------------------------------
        Douglas E. Swanson
 
 
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