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                                                                  EXHIBIT 10(ll)

                    FIRST AMENDMENT TO AMENDED AND RESTATED

                             EMPLOYMENT AGREEMENT



Tuboscope Vetco International Inc., a Texas corporation (the "Company"),
Tuboscope Vetco International Corporation, a Delaware corporation (the
"Corporation"), and Martin R. Reid (the "Executive") have previously entered
into an Amended and Restated Employment Agreement dated as of 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 is 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.   Paragraph 12.02 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 five (5) full calendar years following the Change of
     Control 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 12.03(a) of the Amended Agreement is amended to read hereafter
     as follows:

     "(a) pay to Executive two and one half (2-1/2) times the sum of his Annual
          Base Salary and Annual Incentive Compensation Opportunity then in
          effect; provided, however, that if the sum of Executive's Annual Base
          Salary and Annual Incentive Compensation Opportunity for any of the
          three (3) years previous to the Change of Control is greater than
          Executive's Annual Base Salary and Annual Incentive Compensation
          Opportunity then in effect, the Executive will be paid two and one
          half (2-1/2) times the greater amount."

3.   Subparagraph 12.03(f) of the Amended Agreement is amended by inserting
     "paragraph 12.02 and" immediately prior to "subparagraphs 12.03(a)-(f)" in
     the second line.
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                                                                  EXHIBIT 10(ll)

          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.


/s/  MARTIN R. REID             By: /s/  WILLIAM V. LARKIN, JR.     
------------------------            -------------------------------- 
Martin R. Reid                      William V. Larkin, Jr.          
                                    President                        



                                TUBOSCOPE VETCO INTERNATIONAL
                                CORPORATION


                                By: /s/  WILLIAM V. LARKIN, JR.
                                    -------------------------------- 
                                    William V. Larkin, Jr.
                                    President

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