CORE LABORATORIES N V, 424B1, 1997-11-21

CORE LABORATORIES N V
424B1, 1997-11-21
TESTING LABORATORIES

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<PAGE> 1
Filed pursuant to Rule 424(b)(1)
Registration No. 333-39265

3,749,537 SHARES

LOGO

CORE LABORATORIES N.V.

COMMON SHARES
------------------
Of the 3,749,537 Common Shares, par value NLG 0.03 per share (the "Common
Shares"), offered hereby (the "Offering"), 1,400,000 shares are being offered by
Core Laboratories N.V., a Netherlands corporation ("Core Laboratories" or the
"Company"), and 2,349,537 shares are being sold by certain shareholders of the
Company (the "Selling Shareholders"). The Company will not receive any of the
proceeds from the sale of shares by the Selling Shareholders. See "Principal and
Selling Shareholders" and "Underwriting."

The Common Shares are quoted on the Nasdaq Stock Market under the symbol
"CRLBF." On November 20, 1997, the last reported sale price of the Common Shares
on the Nasdaq Stock Market was $37.375 per share. See "Price Range of Common
Shares."

------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE COMMON SHARES.

------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C> <C>
=======================================================================================================================
PRICE UNDERWRITING
TO DISCOUNTS AND PROCEEDS TO PROCEEDS TO SELLING
PUBLIC COMMISSIONS COMPANY(1) SHAREHOLDERS(2)
- -----------------------------------------------------------------------------------------------------------------------
Per Share.............................. $36.00 $1.62 $34.38 $34.38
- -----------------------------------------------------------------------------------------------------------------------
Total(3)............................... $134,983,332 $6,074,250 $48,132,000 $80,777,082
=======================================================================================================================
</TABLE>

(1) Before deducting expenses payable by the Company estimated at $960,000.

(2) Before deducting expenses payable by one of the Selling Shareholders
estimated at $5,000.

(3) The Company and one of the Selling Shareholders have granted to the
Underwriters an option exercisable within 30 days after the date of this
Prospectus to purchase up to an additional 224,972 Common Shares from the
Company and 337,459 Common Shares from such Selling Shareholder on the same
terms as set forth above, at the Price to Public, less the Underwriting
Discounts and Commissions, solely for the purpose of covering
over-allotments, if any. If such option were exercised in full, the total
Price to Public, total Underwriting Discounts and Commissions, total
Proceeds to Company and total Proceeds to Selling Shareholders would be
$155,230,848, $6,985,388, $55,866,537 and $92,378,923, respectively. See
"Underwriting."

------------------
The Common Shares are offered by the several Underwriters, subject to prior
sale, when, as and if delivered to and accepted by them, subject to the right of
the Underwriters to reject any order in whole or in part. It is expected that
delivery of the Common Shares will be made at the offices of BT Alex. Brown
Incorporated, Baltimore, Maryland, on or about November 26, 1997.

BT ALEX. BROWN
CREDIT SUISSE FIRST BOSTON
BEAR, STEARNS & CO. INC.
MORGAN KEEGAN & COMPANY, INC.

THE DATE OF THIS PROSPECTUS IS NOVEMBER 20, 1997.
<PAGE> 2

[ARTWORK]

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements
other than statements of historical facts included or incorporated by reference
in this Prospectus, including, without limitation, statements regarding the
Company's financial position, business strategy, budgets, and plans and
objectives of management for future operations are forward-looking statements.
In addition, the words "anticipate," "estimate," "expect," and similar
expressions are intended to identify forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations ("Cautionary Statements") are
disclosed under "Risk Factors" and elsewhere in this Prospectus and the
documents incorporated by reference herein. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by the Cautionary Statements.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THIS OFFERING
AND MAY BID FOR AND PURCHASE THE COMMON SHARES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON SHARES ON
THE NASDAQ STOCK MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."

2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus or incorporated by reference
herein and by the consolidated financial statements, including the notes
thereto, incorporated by reference in this Prospectus. Unless otherwise
indicated, (i) the information in this Prospectus assumes the Underwriters'
over-allotment option with respect to the sale of the Common Shares will not be
exercised and (ii) no share or per share information in this Prospectus has been
adjusted to give effect to the two-for-one split of the Common Shares which is
payable on December 19, 1997 to shareholders of record as of the close of
business on December 1, 1997. References to "Core Laboratories" or the "Company"
in this Prospectus include Core Laboratories N.V. and, unless the context
otherwise requires, its subsidiaries.

THE COMPANY

GENERAL

The Company is one of the leading providers of petroleum reservoir
description data and production management services for maximizing hydrocarbon
recovery from new and existing fields. The Company's customers include major,
independent, national and international oil and gas producers. The Company is
the world's largest provider of petroleum reservoir rock and fluids analyses and
multidisciplinary reservoir description studies. The Company is also a leading
provider of field services evaluating the efficiencies of well completions and
the effectiveness of enhanced oil recovery projects. In addition, the Company
manufactures and sells petroleum reservoir rock and fluid analysis
instrumentation and other integrated systems. The Company also provides
analytical and field services to characterize properties of crude oil and
petroleum products to the oil industry.

The business of the Company was established in 1936 and was operated as a
division of Western Atlas International, Inc. ("WAII") from 1987 to 1994. In
1994, the Company's initial shareholders, including 14 members of management,
purchased the business and substantially all of the assets of the Company from
WAII because of their belief in the potential opportunities for expansion of the
Core Laboratories business. The Company is incorporated under the laws of The
Netherlands, and its principal executive offices are located at Herengracht 424,
1017 BZ Amsterdam, The Netherlands, and its telephone number is (31-20)
624-3699.

BUSINESS STRATEGY

The Company's business strategy is to continue the expansion of its
operations through (i) continued development of proprietary hydrocarbon
production enhancement technologies, services and products through client-driven
research and development, (ii) expanded technology services and product lines
offered throughout the Company's global infrastructure, and (iii) acquisition of
complementary businesses that add key technologies or market presence and
enhance existing products and services.

Client-Driven Research and Development

services, including advanced reservoir rock and fluids analyses, that assist in
the development of more complete and comprehensive analyses of reservoir
characteristics and hydrocarbon fluids. The Company will continue to concentrate
its efforts on technologies that enhance development and production
efficiencies, as opposed to those related to the more volatile exploration
sector of the oil and gas industry.

International Expansion of Services and Products

Another component of the Company's business strategy is to broaden the
spectrum of services and products offered to its clients internationally. This
goal is expected to be accomplished through the integration of the services and
products acquired by the Company through the transactions described below into
many of the Company's over 70 offices located in more than 50 different
countries. Management believes this integration will expand the related markets
served by ProTechnics, Scott Pickford, Saybolt (each as defined herein) and
other businesses acquired in the future.

Acquisitions

The Company continually reviews potential acquisition possibilities in
existing or related business areas to add key technologies, enhance market
presence or complement existing businesses. The recent acquisitions of
ProTechnics, Scott Pickford and Saybolt and the anticipated acquisition of
Stim-Lab reflect the Company's desire to broaden the services offered to its
clients.

ProTechnics Merger. On December 31, 1996, the Company issued approximately
1.1 million Common Shares in exchange for substantially all of the outstanding
capital stock of ProTechnics Company. ProTechnics Company and its subsidiaries
("ProTechnics"), headquartered in Houston, Texas, is one of the leading
providers of services that measure the effectiveness of well stimulations and
completions utilizing its proprietary ZeroWash(R) and SpectraScan(R)
technologies. ProTechnics, supported by measured petrophysical and fluid data
sets generated by Core Laboratories, is also the leader in determining the
efficiencies of enhanced recovery projects through field tracer surveys.

Scott Pickford Acquisition. On March 1, 1997, the Company acquired control
of a majority of the outstanding shares of Scott Pickford plc and its
subsidiaries ("Scott Pickford"). The Company has since acquired the remaining
shares; the total consideration paid for Scott Pickford was approximately $15.1
million. Scott Pickford provides petroleum reservoir management, geoscience,
geophysical and engineering services to its customers by utilizing petrophysical
and phase behavior data sets measured by Core Laboratories and ProTechnics.
Scott Pickford specializes in large field studies and equity determinations
primarily in the North Sea.

Saybolt Acquisition. On May 12, 1997, the Company consummated the
acquisition of all the outstanding shares of Saybolt International B.V., a
privately held Netherlands company, for $67 million in cash and the assumption
of $5 million of net debt. Saybolt International B.V. and its subsidiaries
("Saybolt") operates in over 50 countries and provides analytical and field
services to characterize properties of crude oil and petroleum products for the
oil industry. These services complement phase behavior data sets measured on
reservoir fluids by Core Laboratories. Saybolt has an existing presence in the
Commonwealth of Independent States which provides the operating experience and
base from which Core Laboratories can offer reservoir description and production
management services.

Impact of Business Strategy

The Company believes that the implementation of these strategies has
already contributed to the significant increase in income before interest
expense, income tax and extraordinary item to $17.7 million for the nine months
ended September 30, 1997, from $9.4 million for the nine months ended September
30, 1996, and $7.4 million for the nine months ended September 30, 1995.
4
<PAGE> 5

RECENT DEVELOPMENTS

Pending Stim-Lab Merger

On October 22, 1997, the Company signed a letter of intent to acquire the
outstanding shares of Stim-Lab, Inc., a privately-held Duncan, Oklahoma oilfield
services company ("Stim-Lab") in exchange for approximately 230,000 Common
Shares. Stim-Lab, with additional offices in Houston, Texas and Edinburgh,
Scotland, is a leading provider of analytical and field services used to
maximize the efficiencies and effectiveness of petroleum reservoir stimulations.
Currently, Stim-Lab heads four industry consortia which evaluate fracture
proppants, gels, acid stimulations and horizontal well completions. Both Core
Laboratories and ProTechnics utilize results from these consortia to better
design well completion and stimulation programs.

Two-for-One Stock Split

On October 22, 1997, the Company announced a two-for-one split of the
outstanding Common Shares, payable on December 19, 1997 to shareholders of
record as of the close of business on December 1, 1997.

THE OFFERING

Common Shares offered:
By the Company.................... 1,400,000
By the Selling Shareholders....... 2,349,537

Common Shares to be outstanding
after the Offering(1)............... 12,022,612

Use of proceeds..................... Repayment of a portion of the debt
outstanding under the Credit Facility,
including debt associated with the
acquisitions of Saybolt and Scott
Pickford. See "Use of Proceeds."

Nasdaq Stock Market symbol.......... CRLBF

- ---------------

(1) Based upon shares outstanding as of September 30, 1997, and does not include
650,000 Common Shares reserved, as of September 30, 1997, for the exercise
of outstanding options granted pursuant to the Company's stock option plans.
5
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(in thousands, except per share data)

The following table presents certain consolidated financial data for the
Company for the periods indicated. The following information should be read
together with the consolidated financial statements of the Company, including
the notes thereto, incorporated by reference in this Prospectus. Results for any
interim period are not necessarily indicative of results for a full year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ------------------
1997(1) 1996(2) 1996(2) 1995(2)
----------- ----------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
SERVICES AND SALES.............................. $142,887 $76,883 $105,368 $87,593
OPERATING EXPENSES:
Costs of services and sales................... 113,865 61,787 84,643 71,786
General and administrative expenses........... 4,359 2,717 3,559 2,719
Depreciation and amortization................. 7,170 3,340 4,600 3,262
Transaction costs associated with merger(3)... -- -- 355 --
Other income, net............................. (169) (406) (603) (130)
-------- ------- -------- -------
Total operating expenses.............. 125,225 67,438 92,554 77,637
Income before interest expense, income tax and
extraordinary item......................... 17,662 9,445 12,814 9,956
INTEREST EXPENSE................................ 4,132 1,104 1,418 3,000
-------- ------- -------- -------
Income before income tax and extraordinary
item....................................... 13,530 8,341 11,396 6,956
INCOME TAX EXPENSE.............................. 4,059 2,720 3,719 2,174
-------- ------- -------- -------
Income before extraordinary item.............. 9,471 5,621 7,677 4,782
EXTRAORDINARY ITEM(4)........................... -- -- -- (911)
-------- ------- -------- -------
NET INCOME...................................... 9,471 5,621 7,677 3,871
LESS -- Net income applicable to preferred loan
stock......................................... -- -- -- (334)
-------- ------- -------- -------
NET INCOME APPLICABLE TO COMMON SHARES.......... $ 9,471 $ 5,621 $ 7,677 $ 3,537
======== ======= ======== =======
PER SHARE DATA:
Income before extraordinary item.............. $ 0.87 $ 0.53 $ 0.72 $ 0.52
Extraordinary item............................ -- -- -- (0.11)
-------- ------- -------- -------
Net income.................................... $ 0.87 $ 0.53 $ 0.72 $ 0.41
======== ======= ======== =======
WEIGHTED AVERAGE SHARES OUTSTANDING............. 10,884 10,667 10,691 8,594
======== ======= ======== =======
BALANCE SHEET DATA(5):
Working capital................................. $ 38,015 $24,652 $ 25,205 $24,459
Total assets.................................... 227,669 74,168 79,691 71,379
Long-term debt, including current maturities.... 112,840 17,391 16,024 16,269
Shareholders' equity............................ 57,067 45,271 47,411 39,665
</TABLE>

- ---------------

(1) Includes the operations of Scott Pickford beginning on March 1, 1997 and
Saybolt beginning on May 1, 1997, the acquisitions of which were accounted
for as purchases.

(2) Historical results have been restated to reflect the operations of
ProTechnics, the acquisition of which on December 31, 1996 was accounted for
as a pooling-of-interests.

(3) Transaction costs associated with the merger of ProTechnics.

(4) Extraordinary loss due to write-off of deferred debt costs and prepayment
penalties related to retirement of debt using proceeds from the initial
public offering.

(5) At end of period.
6
<PAGE> 7

RISK FACTORS

Prospective purchasers of the Common Shares offered hereby should carefully
consider the following risk factors in addition to the other information
presented or incorporated by reference in this Prospectus.

RELIANCE ON THE OIL AND GAS INDUSTRY

The Company's business and operations are substantially dependent upon the
condition of the global oil and gas industry. The oil and gas industry is highly
cyclical and has been subject to significant economic downturns at various times
as a result of numerous factors affecting the supply of and demand for oil and
natural gas, including the level of drilling activity, worldwide economic
conditions, interest rates and the cost of capital, environmental regulation,
tax policies, political requirements of national governments, coordination by
the Organization of Petroleum Exporting Countries (OPEC), the cost of producing
oil and natural gas, and technological advances. There can be no assurance that
any future downturns in the oil and gas industry, or in the oilfield reservoir
rock and fluids analyses business, will not be severe or that any such downturn
will not have a material adverse effect on the Company's financial condition or
results of operations. See "Business."

RELIANCE ON NEW PRODUCT DEVELOPMENT AND POSSIBLE TECHNOLOGICAL OBSOLESCENCE

The market for the Company's products and services is characterized by
changing technology. As a result, the Company's success is dependent upon its
ability to develop new products and services on a cost-effective basis and to
introduce them into the marketplace in a timely manner. The Company intends to
continue committing substantial financial resources and effort to the
development of new products and services. There can be no assurance that the
Company will successfully differentiate itself from its competitors, that the
market will consider the Company's proposed products and services to be superior
to its competitors' products and services or that the Company will be able to
adapt to evolving markets and technologies, develop new products, or achieve and
maintain technological advantages. See "Business -- Operations."

RELIANCE ON PATENTS, PROPRIETARY TECHNOLOGIES AND LICENSES

The Company's success depends in part on its ability to obtain patents,
licenses and other intellectual property rights covering its products and
services. To that end, the Company has obtained certain patents and intends to
continue to seek patents on its inventions and services. The process of seeking
patent protection can be long and expensive, and there can be no assurance that
patents will issue from currently pending or future applications or, if patents
are issued, that they will be of sufficient scope or strength to provide
meaningful protection or any commercial advantage to the Company. In addition,
effective copyright and trade secret protection may be unavailable or limited in
certain countries. Litigation, which could demand financial and management
resources, may be necessary to enforce patents or other intellectual property
rights of the Company. Also, there can be no assurance that the Company can
obtain licenses or other rights to necessary intellectual property on acceptable
terms. See "Business -- Patents and Trademarks."

DEPENDENCE ON INTERNATIONAL OPERATIONS

The Company operates facilities in over 50 countries. Non-U.S. operations
accounted for approximately 55% of the Company's revenues during the nine months
ended September 30, 1997. The Company's business is subject to various risks
beyond its control, such as instability of foreign economies and governments,
currency fluctuations, potential income tax liabilities in multiple
jurisdictions and changes in laws and policies affecting trade and investment.
Any of such factors might cause facilities in some countries to become
unprofitable, possibly resulting in the closing of such facilities. The Company
attempts to limit its exposure to foreign currency fluctuations by limiting the
amount by which its foreign contracts are denominated in a currency other than
U.S.

7
<PAGE> 8

dollars to an amount generally equal to expenses expected to be incurred in such
foreign currency. The Company has not historically engaged in and does not
currently intend to engage in any significant hedging or currency trading
transactions designed to compensate for adverse currency fluctuations.

RISKS OF ACQUISITION STRATEGY

As a key component of its business strategy, the Company has pursued and
intends to continue to pursue acquisitions of complementary assets and
businesses. Certain risks are inherent in any acquisition strategy, such as
increasing leverage and debt service requirements and combining disparate
company cultures and facilities, which could adversely affect the Company's
operating results. The success of any completed acquisition will depend in part
on the Company's ability to integrate effectively the acquired business into the
Company. The process of integrating such acquired businesses may involve
unforeseen difficulties and may require a disproportionate amount of
management's attention and the Company's financial and other resources. Possible
future acquisitions may be for purchase prices significantly higher than those
paid for recent and pending acquisitions. No assurance can be given that the
Company will be able to continue to identify additional suitable acquisition
opportunities, negotiate acceptable terms, obtain financing for acquisitions on
satisfactory terms or successfully acquire identified targets. The Company's
failure to achieve consolidation savings, to incorporate the acquired businesses
and assets into its existing operations successfully or to minimize any
unforeseen operational difficulties could have a material adverse effect on the
Company's financial condition and results of operations. See "Business --
Business Strategy -- Acquisitions."

ENVIRONMENTAL REGULATION

The Company is subject to a variety of governmental regulations relating to
the use, storage, discharge and disposal of chemicals and gases used in its
analytical and manufacturing processes. Environmental claims or the failure to
comply with present or future regulations could result in the assessment of
damages or imposition of fines against the Company or the suspension or
cessation of operations. New regulations could require the Company to acquire
costly equipment or to incur other significant expenses. Any failure by the
Company to control the use of, or adequately restrict the discharge of,
hazardous substances could subject it to future material liabilities. In
addition, public interest in the protection of the environment has increased
dramatically in recent years and the Company anticipates that the trend of more
expansive and stricter environmental laws and regulations will continue, the
occurrence of which may result in increased capital expenditures or operating
expenses by the Company.

COMPETITION

UNCERTAINTY IN SERVICE OF PROCESS AND ENFORCING UNITED STATES JUDGMENTS AGAINST
NETHERLANDS CORPORATIONS, DIRECTORS AND OTHERS

The Company is a Netherlands company and a substantial portion of the
Company's assets are located outside the United States. In addition, members of
the Supervisory Board of the Company and certain Selling Shareholders named
herein are residents of countries other than the United States. As a result, it
may not be possible for investors to effect service of process within the United
States upon such persons or to enforce against such persons or the Company
judgments of courts of the United States predicated upon civil liabilities under
the United States federal securities laws. Because there is no treaty between
the United States and The Netherlands providing for the reciprocal recognition
and enforcement of judgments, United States judgments are not automatically

8
<PAGE> 9

enforceable in The Netherlands. However, a final judgment of the payment of
money obtained in a United States court and not rendered by default, which is
not subject to appeal or any other means of contestation and is enforceable in
the United States, would in principle be upheld and be regarded by a Netherlands
court of competent jurisdiction as conclusive evidence when asked to render a
judgment in accordance with such final judgment by a United States court,
without substantive re-examination or relitigation on the merits of the subject
matter thereof, provided that such judgment has been rendered by a court of
competent jurisdiction, in accordance with rules of proper procedure, that it
has not been rendered in proceedings of a penal or revenue nature and that its
content and possible enforcement are not contrary to public policy or public
order of The Netherlands. Notwithstanding the foregoing, there can be no
assurance that United States investors will be able to enforce against the
Company, or members of the Supervisory Board, certain Selling Shareholders, or
certain experts named herein who are residents of The Netherlands or countries
other than the United States, any judgments in civil and commercial matters,
including judgments under the federal securities laws. In addition, there is
doubt as to whether a Netherlands court would impose civil liability on the
Company or on the members of the Supervisory Board in an original action
predicated solely upon the federal securities laws of the United States brought
in a court of competent jurisdiction in The Netherlands against the Company or
such members.

POSSIBLE ANTITAKEOVER EFFECTS

The Company's Amended and Restated Articles of Association and the
applicable law of The Netherlands contain provisions that may be deemed to have
anti-takeover effects. Among other things, these provisions establish the
authority of the Company's Supervisory Board to designate certain rights
(including conversion rights) applicable to preference shares, par value NLG
0.03 per share, of the Company ("Preference Shares") and to approve the issuance
of Preference Shares upon a fractional payment of the aggregate par value
thereof (with the balance of the aggregate par value to be paid by the holder
only after it is called in by the Company). In addition, the Company's
Supervisory Board is classified into three classes, with the directors of each
class having staggered three-year terms. Such provisions may delay, defer or
prevent a takeover attempt that a shareholder might consider in the
shareholder's best interest. See "Description of Share Capital -- Preference
Shares" and "Management."

NO ANTICIPATED DIVIDENDS ON COMMON SHARES

The Company's Supervisory Board does not presently anticipate authorizing
the payment of dividends in the foreseeable future. See "Dividend Policy."

USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $47,172,000 million, after deducting underwriting discounts and
commissions and estimated offering expenses. The Company intends to use all of
such net proceeds to repay a portion of its indebtedness under its bank credit
facility (the "Credit Facility"). See "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

The Company will not receive any proceeds from the sale of the Common
Shares by the Selling Shareholders. See "Underwriting."

9
<PAGE> 10

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company at September 30, 1997 and as adjusted to give effect to (i) the sale
by the Company of the 1,400,000 Common Shares offered hereby, and (ii) the
application of the estimated net proceeds to the Company therefrom as described
under "Use of Proceeds." This table should be read in conjunction with the
consolidated financial statements of the Company, including the notes thereto,
incorporated by reference in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Total short-term debt and current portion of long-term
debt...................................................... $ 1,698 $ 1,698
======== ========
Long-term debt, less current portion:
Borrowings under Credit Facility.......................... $107,000 $ 59,828
Other long-term debt...................................... 4,494 4,494
-------- --------
Total long-term debt.............................. 111,494 64,322
-------- --------
Shareholders' equity:
Preference Shares, NLG 0.03 par value; 3,000,000 shares
authorized; no shares issued and outstanding........... -- --
Common Shares, NLG 0.03 par value; 30,000,000 shares
authorized; 10,622,612 shares issued and outstanding at
stated value (actual); 12,022,612 shares issued and
outstanding at stated value (as adjusted).............. 186 207
Additional paid-in capital................................ 35,685 82,836
Retained earnings......................................... 21,196 21,196
-------- --------
Total shareholders' equity........................ 57,067 104,239
-------- --------
Total capitalization.............................. $170,259 $170,259
======== ========
</TABLE>

The Credit Facility provides for (i) a term loan of $55 million, (ii) a
term loan denominated in British pounds having a U.S. dollar equivalency of $15
million, (iii) a committed revolving debt facility of $50 million, and (iv) a
Netherlands guilder denominated revolving debt facility with U.S. dollar
equivalency of $5 million. Loans under the Credit Facility will generally bear
interest from LIBOR plus 0.75% to a maximum of LIBOR plus 1.75%. The term loans
require quarterly principal payments beginning March 31, 1999, with the final
principal payment due June 30, 2002. The revolving debt facilities require
interest payments only, until maturity on June 30, 2002. The indebtedness
incurred under the Credit Facility was used to finance the acquisitions of
Saybolt and Scott Pickford, as well as to refinance a previous credit facility.

10
<PAGE> 11

PRICE RANGE OF COMMON SHARES

The Company's Common Shares have been trading on the Nasdaq Stock Market
under the symbol "CRLBF" since the Company's initial public offering in
September 1995. The following table sets forth the high and low sales prices per
share of the Common Shares as reported on the Nasdaq Stock Market for the
periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Year ended December 31, 1995:
Third Quarter (from initial public offering date of
September 21 to September 30, 1995).................... $13.750 $11.375
Fourth Quarter............................................ 12.750 9.500
Year ended December 31, 1996:
First Quarter............................................. $13.000 $ 9.750
Second Quarter............................................ 16.000 11.750
Third Quarter............................................. 16.500 13.625
Fourth Quarter............................................ 17.250 15.250
Year ending December 31, 1997:
First Quarter............................................. $22.000 $16.750
Second Quarter............................................ 26.125 16.375
Third Quarter............................................. 36.875 24.000
Fourth Quarter (through November 20, 1997)................ 45.750 35.000
</TABLE>

On November 20, 1997, the closing sale price of the Common Shares as
reported on the Nasdaq Stock Market was $37.375 per share.

DIVIDEND POLICY

The Company has never paid dividends on its Common Shares and currently has
no plans to pay dividends on the Common Shares. The Company expects that it will
retain all available earnings generated by its operations for the development
and growth of its business. Any future determination as to the payment of
dividends will be made in the discretion of the Company's Supervisory Board and
will depend upon the Company's operating results, financial condition, capital
requirements, general business conditions and such other factors as the
Supervisory Board deems relevant. Because the Company is a holding company that
conducts substantially all of its operations through subsidiaries, the ability
of the Company to pay cash dividends on the Common Shares is dependent upon the
ability of its subsidiaries to pay cash dividends or otherwise distribute or
advance funds to the Company and on the terms and conditions of its existing and
future credit arrangements as may exist from time to time. In addition, under
the terms of the Credit Facility, the Company is prohibited from paying cash
dividends on the Common Shares without the prior written consent of the lenders
thereunder. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

11
<PAGE> 12

SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)

The following table sets forth selected consolidated financial data for the
periods indicated. The selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements, including the
notes thereto, incorporated by reference herein. The selected consolidated
financial data for the years ended December 31, 1996 and 1995 have been derived
from the consolidated financial statements of the Company which are incorporated
herein by reference. The selected consolidated financial data for the nine
months ended September 30, 1997 and 1996 have been derived from the unaudited
interim financial statements of the Company, which, in the opinion of
management, include all adjustments (which consist of only normal recurring
adjustments) necessary for a fair presentation of the financial condition and
results of operations of the Company for those periods. Results for any interim
period are not necessarily indicative of the results for a full year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------------ ------------------
1997(1) 1996(2) 1996(2) 1995(2)
-------- ------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
Services.................................................. $122,286 $58,728 $ 80,503 $62,478
Sales..................................................... 20,601 18,155 24,865 25,115
-------- ------- -------- -------
Total revenues..................................... 142,887 76,883 105,368 87,593
OPERATING EXPENSES:
Costs of services......................................... 95,166 46,920 64,853 51,018
Costs of sales............................................ 18,699 14,867 19,790 20,768
General and administrative expenses....................... 4,359 2,717 3,559 2,719
Depreciation and amortization............................. 7,170 3,340 4,600 3,262
Transaction costs associated with merger(3)............... -- -- 355 --
Other income, net......................................... (169) (406) (603) (130)
-------- ------- -------- -------
Total operating expenses........................... 125,225 67,438 92,554 77,637
Income before interest expense, income tax and
extraordinary item...................................... 17,662 9,445 12,814 9,956
INTEREST EXPENSE............................................ 4,132 1,104 1,418 3,000
-------- ------- -------- -------
Income before income tax and extraordinary item........... 13,530 8,341 11,396 6,956
INCOME TAX EXPENSE.......................................... 4,059 2,720 3,719 2,174
-------- ------- -------- -------
Income before extraordinary item.......................... 9,471 5,621 7,677 4,782
EXTRAORDINARY ITEM(4)....................................... -- -- -- (911)
-------- ------- -------- -------
NET INCOME.................................................. 9,471 5,621 7,677 3,871
LESS -- Net income applicable to preferred loan stock....... -- -- -- (334)
-------- ------- -------- -------
NET INCOME APPLICABLE TO COMMON SHARES...................... $ 9,471 $ 5,621 $ 7,677 $ 3,537
======== ======= ======== =======
PER SHARE DATA:
Income before extraordinary item.......................... $ 0.87 $ 0.53 $ 0.72 $ 0.52
Extraordinary item........................................ -- -- -- (0.11)
-------- ------- -------- -------
Net income................................................ $ 0.87 $ 0.53 $ 0.72 $ 0.41
======== ======= ======== =======
WEIGHTED AVERAGE SHARES OUTSTANDING......................... 10,884 10,667 10,691 8,594
======== ======= ======== =======
BALANCE SHEET DATA(5):
Working capital............................................. $ 38,015 $24,652 $ 25,205 $24,459
Total assets................................................ 227,669 74,168 79,691 71,379
Long-term debt, including current maturities................ 112,840 17,391 16,024 16,269
Shareholders' equity........................................ 57,067 45,271 47,411 39,665
</TABLE>

- ---------------

(1) Includes the operations of Scott Pickford beginning on March 1, 1997 and
Saybolt beginning on May 1, 1997, the acquisitions of which were accounted
for as purchases.
(2) Historical results have been restated to reflect the operations of
ProTechnics, the acquisition of which on December 31, 1996 was accounted for
as a pooling-of-interests.
(3) Transaction costs associated with the merger of ProTechnics.
(4) Extraordinary loss due to write-off of deferred debt costs and prepayment
penalties related to retirement of debt using proceeds from the initial
public offering.
(5) At end of period.

12
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements and notes thereto incorporated by reference herein.

RESULTS OF OPERATIONS

The following table sets forth certain percentage relationships based on
the Company's consolidated statements of operations for the periods indicated;
such table reflects the merger of ProTechnics on December 31, 1996 (accounted
for as a pooling-of-interests) and the results of the acquisitions of Scott
Pickford beginning March 1, 1997 and Saybolt beginning May 1, 1997 (accounted
for as purchases). See "Business -- Acquisitions."

<TABLE>
<CAPTION>
% INCREASE (DECREASE)
NINE MONTHS ----------------------------
ENDED YEAR ENDED NINE MONTHS
SEPTEMBER 30, DECEMBER 31, ENDED YEAR ENDED
------------- ------------- SEPTEMBER 30, DECEMBER 31,
1997 1996 1996 1995 1997 VS 1996 1996 VS 1995
----- ----- ----- ----- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Services......................................... 85.6% 76.4% 76.4% 71.3% 108.2 28.9
Sales............................................ 14.4 23.6 23.6 28.7 13.5 (1.0)
----- ----- ----- -----
Total revenues............................. 100.0% 100.0% 100.0% 100.0% 85.9 20.3
===== ===== ===== =====
Operating expenses:
Costs of services................................ 66.6% 61.0% 61.5% 58.2% 102.8 27.1
Costs of sales................................... 13.1 19.3 18.8 23.7 25.8 (4.7)
General and administrative expenses.............. 3.1 3.5 3.4 3.1 60.4 30.9
Depreciation and amortization.................... 4.9 4.4 4.4 3.7 114.7 41.0
Transaction costs associated with merger ........ -- -- 0.3 -- * *
Other income, net................................ (0.1) (0.5) (0.6) (0.1) (58.4) *
----- ----- ----- -----
Total operating expenses................... 87.6 87.7 87.8 88.6 85.7 19.2
Income before interest expense, income tax and
extraordinary item............................... 12.4 12.3 12.2 11.4 87.0 28.7
Interest expense................................... 2.9 1.5 1.4 3.4 274.3 (52.7)
----- ----- ----- -----
Income before income tax and extraordinary item.... 9.5 10.8 10.8 8.0 62.2 63.8
Income tax expense................................. 2.9 3.5 3.5 2.5 49.2 71.1
----- ----- ----- -----
Income before extraordinary item................... 6.6% 7.3% 7.3% 5.5% 68.5 60.5
===== ===== ===== =====
</TABLE>

- ---------------

* Percentage not meaningful.

Nine Months Ended September 30, 1997 and 1996

Services revenue for the nine-month period ended September 30, 1997
increased 108.2% to $122.3 million. The increase was primarily due to (i)
increased worldwide demand for reservoir core and fluids analysis and (ii)
additional revenue attributable to the March 1, 1997 acquisition of Scott
Pickford and the May 12, 1997 acquisition of Saybolt.

Sales revenue for the nine month period ended September 30, 1997 was up
13.5% to $20.6 million compared to the prior year. The increase was primarily
attributed to the acquisition of Scott Pickford's manufacturing division and was
slightly off-set by decreased sales of integrated octane-measuring and process
analyzer systems due to a weaker U.S. refining market.

Costs of services as a percentage of services revenue for the nine months
ended September 30, 1997 improved slightly compared to a year ago, due to
improved cost savings and efficiencies.

Costs of sales as a percentage of sales revenue for the nine months ended
September 30, 1997 weakened compared to a year ago due to increased sales of
lower margin products.

General and administrative expenses for the nine months ended September 30,
1997 increased $1.6 million as compared to the corresponding period in 1996. The
increase was primarily due to increased personnel costs and administrative
expenses due to the Company's growth through

13
<PAGE> 14

acquisitions; however, such expenses decreased as a percent of revenues. The
Company's ongoing program to maintain tight controls over expenses has resulted
in maintaining general and administrative expenses as a percentage of sales
under 4%.

Depreciation and amortization expense for the nine months ended September
30, 1997 increased $3.8 million as compared to the same period in 1996, due
primarily to the acquisitions of Scott Pickford and Saybolt.

Interest expense for the nine months ended September 30, 1997 increased
$3.0 million as compared to 1996. The increase was primarily due to the
additional borrowings used to finance the Saybolt and Scott Pickford
acquisitions.

The Company's effective income tax rate was approximately 30% for the nine
months ended September 30, 1997 as compared to 32.6% for the nine months ended
September 30, 1996.

Years Ended December 31, 1996 and 1995

Total revenue for 1996 was $105.4 million, an increase of 20.3% from $87.6
million in the prior year. Revenue gains of 28.9% were realized by the Company's
services operations for 1996 compared to 1995. Services revenue primarily
increased as a result of (i) increased demand for reservoir core and fluids
analysis, (ii) increased demand for tracing and logging services and (iii)
additional revenue from the December 1995 acquisition of PACE Incorporated
analytical laboratories ("PACE") and the January 1996 acquisition of Gulf States
Analytical, Inc. ("GSAI"). Sales revenue for 1996 was comparable to 1995.

The combined cost of services and sales as a percentage of revenue for 1996
improved slightly compared to the previous year due to improved cost savings and
efficiencies.

General and administrative expenses increased $0.8 million in 1996 to $3.6
million. The increase was primarily attributable to costs associated with being
a publicly traded company and increased personnel costs due to growth. The
Company's ongoing program to maintain tight controls over expenses has resulted
in maintaining general and administrative expenses as a percentage of sales
under 4%. As a percentage of net sales, general and administrative expenses were
3.4% and 3.1% for 1996 and 1995, respectively.

Depreciation and amortization expense for 1996 increased to $4.6 million
from $3.3 million in 1995 primarily due to capital expenditures for new
equipment and the acquisitions of Pastech, Inc., PACE and GSAI.

Transaction costs totaling $0.4 million associated with the ProTechnics
merger, which was accounted for as a pooling-of-interests, were expensed in the
fourth quarter of 1996 and primarily consist of legal, accounting and investment
banking fees.

Other income for 1996 increased $0.5 million from 1995 due primarily to (i)
remuneration of $0.3 million from the State of California for property taken
through rights of eminent domain in connection with road construction and (ii)
exchange gains on transactions denominated in foreign currencies.

Interest expense decreased 52.7% to $1.4 million for 1996 compared to $3.0
million in 1995, due to a reduction in debt after the Company's initial public
offering of 2.8 million Common Shares in September 1995.

The Company's effective income tax rate was 32.6% and 31.3% in 1996 and
1995, respectively. The Company's tax rate is less than the statutory rate of
35% in The Netherlands, primarily as a result of lower tax rates and export
sales benefits in countries where the Company operated through subsidiaries, and
is partially offset by state and provincial taxes.

14
<PAGE> 15

LIQUIDITY AND CAPITAL RESOURCES

On May 12, 1997 the Company entered into the Credit Facility, which was
used to finance the acquisitions of Saybolt and Scott Pickford, as well as
refinance a previous credit facility. The Credit Facility provides for (i) a
term loan of $55 million, (ii) a term loan denominated in British pounds having
a U.S. dollar equivalency of $15 million, (iii) a committed revolving debt
facility of $50 million and (iv) a Netherlands guilder denominated revolving
debt facility with a U.S. dollar equivalency of $5 million. Loans under the
Credit Facility will generally bear interest from LIBOR plus 0.75% to a maximum
of LIBOR plus 1.75%. The term loans require quarterly principal payments
beginning March 31, 1999 with the final principal payment due June 30, 2002. The
revolving debt facilities require interest payments only, until maturity on June
30, 2002. The terms of the Credit Facility require the Company to meet certain
financial covenants, including certain minimum equity and cash flow tests.

The Company has generally funded its activities from cash flow from
operations, although the Company financed substantially all of the purchase
price for the acquisitions of Saybolt and Scott Pickford with borrowings under
the Credit Facility. At September 30, 1997, the Company had working capital of
$38.0 million (of which $8.8 million was cash and short-term investments) and a
current ratio of 1.8 to 1.0 compared to working capital of $25.2 million (of
which $2.9 million was cash and short-term investments) and a current ratio of
2.5 to 1.0 at December 31, 1996. The Company is a holding company that conducts
substantially all of its operations through subsidiaries. Consequently, the
Company's cash flow is wholly dependent upon the ability of its subsidiaries to
pay cash dividends or otherwise distribute or advance funds to the Company. All
of the Company's material subsidiaries are guarantors or co-borrowers under the
Credit Facility.

The Company expects to fund any future acquisitions primarily through a
combination of working capital, cash flow from operations, bank borrowings
(including the Credit Facility) and issuance of additional equity. Although the
Credit Facility imposes certain limitations on the incurrence of additional
indebtedness, in general the Company will be permitted to assume, among other
things, indebtedness of acquired businesses, subject to compliance with the
financial covenants of the Credit Facility.

The Company anticipates that its cash flow from operations will provide
cash in excess of the Company's normal working capital needs and planned capital
expenditures for property, plant and equipment. Capital expenditures for the
first nine months of 1997 were $10.4 million and for 1996 totaled $6.3 million.
The Company used existing cash and borrowed approximately $107 million under the
Credit Facility to fund (i) $67.0 million paid in connection with the Saybolt
Acquisition, and (ii) to retire approximately $31.1 million of its existing
indebtedness ($15.1 million of which had been incurred in connection with the
Company's acquisition of Scott Pickford). The Company issued 1.1 million Common
Shares in December 1996 to consummate the ProTechnics merger.

Due to the relatively low levels of inflation experienced in 1995, 1996 and
1997 inflation has not had a significant effect on the Company's results of
operations in recent periods.

OTHER MATTERS

The Company believes that the occurrence of the year 2000 will not cause
any material operating problem or liability for the Company or any of its
subsidiaries and that its software is "year 2000 compliant" in all material
respects.

15
<PAGE> 16

BUSINESS

GENERAL

The Company is one of the leading providers of petroleum reservoir
description data and production management services for maximizing hydrocarbon
recovery from new and existing fields. The Company's customers include major,
independent, national and international oil and gas producers. The Company is
the world's largest provider of petroleum reservoir rock and fluids analyses and
multidisciplinary reservoir description studies. The Company is also a leading
provider of field services evaluating the efficiencies of well completions and
the effectiveness of enhanced oil recovery projects. In addition, the Company
manufactures and sells petroleum reservoir rock and fluid analysis
instrumentation and other integrated systems. Currently, the Company operates
over 70 facilities in over 50 countries and has approximately 3,000 employees.

BACKGROUND

The Company was established in 1936 and operated as a division of WAII from
1987 to 1994. On September 30, 1994, a group of investors, including 14 members
of management, purchased the business and substantially all of the assets of the
Core Laboratories division from WAII. In September 1995, the Company issued
2,800,000 Common Shares at $12.00 per share in an initial public offering and
commenced trading on the Nasdaq Stock Market.

BUSINESS STRATEGY

Client-Driven Research and Development

The Company's research and development strategy is designed to maintain and
enhance its market leadership position in its principal businesses by
emphasizing the development of technology, services and products to meet the
needs of its customers, who are continually seeking to lower their costs of
finding, developing, producing and refining hydrocarbons. The Company's strategy
reflects the trend towards increased utilization of advanced technologies to
enhance the efficiency of development drilling, reduce the costs associated with
production of known reserves, maximize the efficiency of secondary and tertiary
recovery techniques, and reduce finding and development costs for new reserves.
While the aggregate number of wells being drilled per year has remained
relatively constant in recent years, oil and gas producers have increased
expenditures on high-technology services, including advanced reservoir rock and
fluids analyses, that assist in the development of more complete and
comprehensive analyses of reservoir characteristics and hydrocarbon fluids. The
Company will continue to concentrate on developing technologies related more to
development and production efficiencies, as opposed to those related to the more
volatile exploration sector of the oil and gas industry.

International Expansion of Services and Products

16
<PAGE> 17

countries. Management believes this integration will expand the related markets
served by ProTechnics, Scott Pickford, Saybolt and other businesses acquired in
the future.

Acquisitions

ProTechnics Merger. On December 31, 1996, the Company issued approximately
1.1 million Common Shares in exchange for substantially all of the outstanding
stock of ProTechnics. ProTechnics, headquartered in Houston, Texas, is one of
the leading providers of services that measure the effectiveness of well
stimulations and completions utilizing its proprietary ZeroWash(R) and
SpectraScan(R) technologies. ProTechnics is also the leader in determining the
efficiencies of enhanced recovery projects through field tracer surveys.
ProTechnics revenues totaled $11.6 million, $7.5 million and $6.5 million for
fiscal 1996, 1995, and 1994, respectively.

Scott Pickford Acquisition. On March 1, 1997, the Company acquired control
of a majority of the outstanding shares of Scott Pickford. The Company has since
acquired the remaining shares; the total consideration paid for Scott Pickford
was approximately $15.1 million. Scott Pickford provides petroleum reservoir
management, geoscience, geophysical and engineering services to its customers.
Scott Pickford reported revenues of $13.2 million, $13.3 million and $7.5
million for its fiscal years ended March 31, 1996, 1995, and 1994, respectively.
The acquisition was financed through borrowings, accounted for using the
purchase method of accounting and resulted in approximately $12.2 million of
goodwill which is being amortized over a 40-year period. Scott Pickford's
results of operations are included with those of the Company beginning March 1,
1997.

Saybolt Acquisition. On May 12, 1997, the Company consummated the Saybolt
acquisition for $67 million in cash and the assumption of $5 million of net
debt. Saybolt provides analytical and field services to characterize properties
of crude oil and petroleum products to the oil industry. Saybolt operates in
over 50 countries, including an existing presence in the Commonwealth of
Independent States, which will provide the operating experience and base from
which the Company can offer reservoir description and production management
services. Saybolt reported revenues of $105.4 million, $97.8 million and $90.3
million in 1996, 1995 and 1994, respectively. The transaction was accounted for
using the purchase method which resulted in approximately $60.6 million of
goodwill which is being amortized over a 40-year period. Financing for the
transaction was provided through the Credit Facility (see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources"). Saybolt's results of operations
are included with those of the Company beginning on May 1, 1997.

Impact of Business Strategy

The Company believes that the implementation of these strategies has
already contributed to the significant increase in income before interest
expense, income tax and extraordinary item to $17.7 million for the nine months
ended September 30, 1997 from $9.4 million for the nine months ended September
30, 1996, and $7.4 million for the nine months ended September 30, 1995.

RECENT DEVELOPMENTS

Pending Stim-Lab, Inc. Merger

On October 22, 1997, the Company signed a letter of intent to acquire the
outstanding shares of Stim-Lab in exchange for approximately 230,000 Common
Shares. Stim-Lab, with additional offices in Houston, Texas and Edinburgh,
Scotland, is a leading provider of analytical and field services used to
maximize the efficiencies and effectiveness of petroleum reservoir stimulations.
Currently,

17
<PAGE> 18

Stim-Lab heads four industry consortia which evaluate fracture proppants, gels,
acid stimulations and horizontal well completions. Both Core Laboratories and
ProTechnics utilize results from these consortia to better design well
completion and stimulation programs.

Two-for-One Stock Split

OPERATIONS

The Company derives its revenues from services and sales to customers
primarily in one industry segment, the oil and gas industry, and conducts its
business through two closely related operations:

Services

The Company provides reservoir rock and fluids analyses; field services to
evaluate the effectiveness of well completions, stimulations and enhanced oil
recovery projects; geological and geophysical engineering; and analysis of
water, soil and air samples for organic and inorganic contaminants. Typically,
rock and fluids samples are collected from wells drilled into known or potential
petroleum reservoirs and sent to the Company for analyses. These analyses
accurately measure the petrophysical properties of the rocks and
pressure-volume-temperature relationships of the reservoir fluids to help
determine the commercial viability of the hydrocarbon accumulation, and to
develop a production program that maximizes ultimate hydrocarbon recovery. The
data also are used to calibrate and validate wireline logs that may be used to
estimate certain properties of the reservoir. Without measured calibration data,
wireline log estimates can produce erroneous values which could lead to
incorrect decisions regarding the development or abandonment of hydrocarbon
accumulations.

The data generated by the Company's analyses are used during all stages of
the well cycle from exploration to primary and secondary production and
decisions concerning the abandonment of a property. Recent advances in drilling
and coring technologies have significantly reduced the cost of retrieving core
samples from reservoirs. The Company expects these developments to lead to
increased use of reservoir data obtained from rock core sample analyses. The
data generated by the Company's analyses also provide information that is used
to improve the processing and interpretation of 2-D and 3-D seismic programs and
management believes such data will be used as a component of reservoir
production management based on emerging 4-D seismic technologies. Oil and gas
producers have been increasing expenditures for analytical services to reduce
their risks in developing and producing oil and gas reservoirs, and lower their
costs of finding, developing and producing oil and gas.

The most basic analyses of rock properties provided by the Company measure
porosity and permeability, which determine the storage and flow capacities of
potential reservoirs. In addition to basic measurements, which are made at
surface conditions, the Company is increasingly providing technologically
advanced analyses of reservoir rock and fluids involving the simulation of the
reservoir's actual subsurface conditions. The Company also performs advanced
analyses of reservoir

18
<PAGE> 19

fluids at varying pressure and temperature conditions to determine their
physical and chemical properties at various points during the producing life of
a field.

As a result of the ProTechnics merger, the Company provides field services
used to design and measure the effectiveness of well completion and stimulation
programs and to maximize the hydrocarbon yields of enhanced recovery projects.
The services offered by ProTechnics are field extensions of the laboratory
studies of reservoir rocks and fluids conducted by Core Laboratories. As a
result of the Scott Pickford acquisition, the Company provides solutions from
designing the well completion, stimulation or enhanced recovery project to
measuring the performance in the field. Demand for these services has been
increasing, especially internationally, as oil and gas companies put more
emphasis on producing incremental amounts of hydrocarbons from established
fields.

ProTechnics is one of the leading providers of services that measure the
effectiveness of well stimulations and completions utilizing its proprietary
ZeroWashH and SpectraScanH technologies. ProTechnics is also the leader in
determining the efficiencies of enhanced recovery projects through field tracer
surveys. The Company is currently developing electromagnetic wireless
communication tools that can be used to monitor various bottom hole well
conditions during completion or production operations, as well as measurement
while drilling (MWD) systems. ProTechnics has won Special Meritorious
Engineering Awards for its innovative technologies in three of the past four
years at the annual Offshore Technology Conference (OTC). Core Laboratories
employs these new technologies to complement laboratory services associated with
the prevention of formation damage, phase behavior relationships of downhole
reservoir fluids, and better design of water or miscible floods for enhanced
recovery projects.

The Company also provides analytical testing of petroleum products,
including octane testing and the analysis of crude oil, natural gas, lubricants,
greases and other petroleum products and chemicals. The Company's services
operation serves a diverse customer base including oil and gas exploration and
production companies; petroleum refineries and processors; and engineering and
consulting firms.

The Company adheres to the strict quality standards that are demanded by
various in-house and proprietary procedures, as well as standards established by
the American Society of Testing and Materials (ASTM), which are used in a
variety of petroleum services analyses. Management believes the Company
demonstrates its commitment to quality by providing resources, money, time and
education to maintain its reputation as a high-quality provider of
high-technology analytical and consulting services. All of the Company's
laboratories participate in its internal quality improvement process, which is
designed to ensure that customer and regulatory requirements are met.

Ongoing research and development is an important part of the Company's
services operations. The Company has in the past committed significant resources
to research and development and anticipates that it will continue to do so in
the future. Over the years, the Company has made a number of technological
advances, including the development of key technologies utilized in the
Company's laboratories. Substantially all of the new technologies have resulted
from requests and guidance from the Company's clients, especially major oil
companies.

Services are offered worldwide through the Company's technology network of
over 70 sales, service and laboratory facilities located in over 50 countries.
Services accounted for approximately 86%, 76%, 76% and 71% of the Company's
total revenues for the nine months ended September 30, 1997 and 1996 and the
fiscal years ended December 31, 1996 and 1995, respectively.

Sales

The Company's sales operation complements its services operation. The
Company designs and manufactures a wide range of laboratory instrumentation and
equipment for reservoir rock and fluids analyses, including a majority of the
proprietary equipment used in the Company's services facilities. The sale of the
Company's proprietary equipment to non-competing customers has generated

19
<PAGE> 20

additional revenues for its services operation by maintaining and enhancing
customer relations and generating demand for complementary services. The Company
is the world's leading supplier of integrated octane measurement systems,
equipment and services for refineries and laboratories. The Company has no
significant competitor in this market. The full range of products and services
includes on-line process and laboratory equipment, engineering services, and
education programs to refineries throughout the world.

The Company also provides process analyzer systems that are used for the
measurement, analysis and monitoring of various process streams in the refining,
petrochemical and chemical industries. The Company's process analyzer systems
are provided on a turnkey basis, which includes engineering and design, material
procurement, assembly, piping/tubing, wiring, testing and documentation. On-site
field installation, startup/commissioning, and customer training are provided by
the Company's experienced technical representatives.

The Company currently offers its products worldwide through 11 domestic and
international facilities, including five that perform manufacturing operations.
Sales revenue accounted for approximately 14%, 24%, 24% and 29% of the Company's
total revenues for the nine months ended September 30, 1997 and 1996 and the
fiscal years ended December 31, 1996 and 1995, respectively.

The sales backlog at September 30, 1997 was approximately $14.0 million
compared with $9.6 million and $9.3 million at December 31, 1996 and 1995,
respectively.

MARKETING AND SALES

The Company markets and sells its services and products through a
combination of print advertising, technical seminars and trade shows, sales
personnel and representatives. Print advertising is placed on a regular basis in
trade and technical magazines targeted to the Company's customers. Direct sales
and marketing are carried out by the Company's integrated sales force and
operating managers and enhanced by sales representatives and distributors in
various markets where the Company does not have offices.

RESEARCH AND DEVELOPMENT

PATENTS AND TRADEMARKS

The Company believes its patents, trademarks and other intellectual
property rights are an important factor in maintaining its technological
advantage. Typically, the Company will seek to protect its intellectual
technology in all jurisdictions where the Company believes the cost of such
protection is warranted.

INTERNATIONAL OPERATIONS

The Company operates facilities in over 50 countries. The Company's
non-U.S. operations accounted for approximately 55%, 36% and 40% of the
Company's revenues during the nine months ended September 30, 1997 and fiscal
years ended December 31, 1996 and 1995, respectively. The Company's business is
subject to various risks beyond its control, such as instability of foreign
economies and governments, currency fluctuations, overlap of different tax
structures, and changes in laws and policies affecting trade and investment. Any
of such factors might cause facilities in some countries to become unprofitable,
possibly resulting in the closing of such facilities. The Company attempts to
limit its exposure to foreign currency fluctuations by limiting the amount which
its

20
<PAGE> 21

foreign contracts are denominated in a currency other than U.S. dollars to an
amount generally equal to expenses expected to be incurred in such foreign
currency. The Company has not historically engaged in and does not currently
intend to engage in any significant hedging or currency trading transactions
designed to compensate for adverse currency fluctuations.

ENVIRONMENTAL REGULATION

The Company's operations use many chemicals and gases and the Company is
subject to a variety of federal, state, local and foreign laws and regulations
related to the use, storage, discharge and disposal of such chemicals and gases
and other emissions and wastes. Consistent with the Company's quality assurance
and control principles, the Company has established proactive environmental
policies with respect to the handling and disposal of such chemicals, gases,
emissions and waste materials from its operations. The Company has engaged
outside consultants to audit its environmental activities and has implemented
health and safety education and training programs. The Company has not suffered
material environmental claims in the past. Management believes that the
Company's operations are in substantial compliance with applicable environmental
laws and regulations, and that continued compliance with existing requirements
will not have a material adverse effect on the Company. However, public interest
in the protection of the environment has increased dramatically in recent years
and the Company anticipates that the trend of more expansive and stricter
environmental laws and regulations will continue, the occurrence of which may
result in increased capital expenditures or operating expenses by the Company.

COMPETITION

The businesses in which the Company operates are highly competitive.
Several of the Company's competitors are divisions or subsidiaries of companies
that are substantially larger and have greater financial and other resources
than the Company. While no one company competes with the Company in all of its
product and service lines, the Company faces significant competition, primarily
from independent, regional companies. The Company competes in different product
and service lines to various degrees on the basis of price, technical
performance, availability, quality, and technical support. The Company's ability
to compete successfully depends on elements both within and outside of its
control, including successful and timely development of new products and
services, performance and quality, customer service, pricing, industry trends,
and general economic trends.

EMPLOYEES

As of September 30, 1997, the Company had approximately 3,000 employees.
The Company does not have any material collective bargaining agreements and
considers relations with its employees to be good.

21
<PAGE> 22

MANAGEMENT

The Company's Amended and Restated Articles of Association (the "Articles
of Association") provide for one or more Supervisory Directors. The Company's
Supervisory Board is classified into three classes, with the directors of each
class having staggered three-year terms. The members of the Supervisory Board
are proposed by the Supervisory Board and elected at the general shareholders'
meeting by a majority of the votes cast at the meeting. The shareholders may
override the proposal of the Supervisory Board by vote of two-thirds of the
votes cast at the meeting if more than one-half of the outstanding share capital
is present or represented. The members of the Supervisory Board appoint a
chairman of the Supervisory Board from among the members of the Supervisory
Board. Resolutions of the Supervisory Board generally require the approval of a
majority of its members. The Supervisory Board meets upon request by its
Chairman or two or more of its members.

Members of the Supervisory Board must retire no later than at the ordinary
general meeting of shareholders held after a period of three years following
their appointment, but may be re-elected. In addition, as required by
Netherlands laws, a member of the Supervisory Board must retire at the ordinary
general meeting of shareholders held in the year in which he reaches the age of
72. The Company currently has nine Supervisory Directors. Pursuant to the
Articles of Association, members of the Supervisory Board may be suspended or
dismissed by the general meeting of shareholders. The Supervisory Board may make
a proposal to the general meeting of shareholders for the suspension or
dismissal of one or more of its members. The members of the Supervisory Board
may receive such compensation as may be authorized by the Supervisory Board.

The information set forth below includes the names, ages, principal
occupations and length of service of each of the Supervisory Directors and
executive officers, as well as any other directorships held by them.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Bob G. Agnew................... 66 Supervisory Director
Richard L. Bergmark............ 44 Chief Financial Officer, Treasurer and Supervisory Director
David M. Demshur............... 42 President, Chief Executive Officer and Supervisory Director
John D. Denson................. 40 Vice President, General Counsel and Secretary
Joseph R. Perna................ 54 Senior Vice President and Supervisory Director
Frerik Pluimers................ 50 Supervisory Director
Timothy J. Probert............. 45 Supervisory Director
James A. Read.................. 47 Supervisory Director
Jacobus Schouten............... 44 Supervisory Director
Stephen D. Weinroth............ 58 Chairman of the Supervisory Board and Supervisory Director
</TABLE>

Bob G. Agnew was, until his retirement in January of 1994, Manager of
Drilling for International Operations for Exxon Company International (a
division of Exxon Corporation) and a member of the Production Advisory Committee
of Exxon Production Research Company. Mr. Agnew is a member of the Society of
Petroleum Engineers and has served on its Drilling Technical Committee. He has
served as a Supervisory Director since 1995.

Richard L. Bergmark joined WAII as Treasurer in 1987. In 1991, he became
the Area Manager for Finance and Administration for Europe, Africa and the
Middle East operations of Western Geophysical, and in 1994 he became Chief
Financial Officer of the Company. Mr. Bergmark presently serves as Chief
Financial Officer, Treasurer and a Supervisory Director of the Company. He has
served as a Supervisory Director since 1995.

David M. Demshur joined the Company in 1979 and has held various operating
positions since that date, including Manager of Geological Sciences, Vice
President of Europe, Africa and the Middle East in 1989, Senior Vice President
of Petroleum Services in 1991 and President in 1994. Mr. Demshur presently
serves as President, Chief Executive Officer and a Supervisory Director of the
Company. He has served as a Director since 1994. Mr. Demshur is a member of the
Society of

22
<PAGE> 23

Petroleum Engineers, the American Association of Petroleum Geologists, Petroleum
Exploration Society of Great Britain and the Society of Core Analysts Section of
the Society of Professional Well Loggers Association.

John D. Denson joined WAII as Division Counsel in 1992, with responsibility
for the Core Laboratories division. Mr. Denson presently serves as Vice
President, General Counsel and Secretary of the Company and is a member of the
State Bar of Texas.

Joseph R Perna joined the Company as General Manager in 1985 and has held
various operating positions since that date. In 1991, he was promoted to Senior
Vice President, with responsibility for certain Laboratory Services operations
and the Technology Products Division. Mr. Perna presently serves as Senior Vice
President and a Supervisory Director of the Company. He has served as a
Supervisory Director since 1995.

Frerik Pluimers joined Saybolt in 1973 as Laboratory Manager of one of its
subsidiaries. In 1978, he became General Manager of such subsidiary. In 1982, he
became Managing Director of a different Saybolt subsidiary, and in 1992 he
became the President and Chief Executive Officer of Saybolt, the title he
maintains as of the date hereof. Mr. Pluimers also serves as Honorary Consul of
the Republic of Gambia in The Netherlands. He has served as a Supervisory
Director since May 1997.

Timothy J. Probert has served as the President of Baker Hughes, Inteq (a
business unit of Baker Hughes Inc., a diversified oil service company ("Baker
Hughes")) since September 1996 and Vice President of Baker Hughes since March
1994. He joined Baker Hughes in 1972, where he has held various management
positions, including Vice President of Drilling and Evaluation Technology for
Baker Hughes Inteq, President of Eastman Teleco, President of Millwork Drilling
Fluids and Vice President of Marketing for Baker Sand Control. Mr. Probert has
served as a Supervisory Director since 1995.

James A. Read is a member of the board of directors of Mezzanine Management
Limited, the firm which serves as the investment advisor to First Britannia
Mezzanine N.V. ("First Britannia") since First Britannia's formation in 1988.
First Britannia is an investment company whose funds are provided by
institutional investors, and it has been a mezzanine lender to, and investor in,
the Company since the purchase of the Company from WAII in 1994. Mr. Read has
been a Director of the Company since the purchase from WAII and is also a member
of the board of directors of The British Printing Company Limited, CB Holdings
SA, Page One Ltd., Western Sky, Inc., ITEQ, Inc., JJI, Inc. and Wellington
Holdings Plc.

Jacobus Schouten has been an executive officer of First Britannia since
1989. Mr. Schouten has been a Director of the Company since 1994, and he is a
member of the board of directors of various European companies, including CB
Holdings SA.

Stephen D. Weinroth is a Partner of Andersen, Weinroth & Co., L.P., an
investment firm, and a Managing Director of First Britannia, which position he
has held since its inception in 1988. From 1993 to 1995, he served as
Co-Chairman and Co-Executive Officer of VETTA Sports, Inc., an international
bicycle parts and accessories producer and distributor. Mr. Weinroth has been a
Director since 1994, the Chairman of the Supervisory Board since 1995 and is a
member of the board of directors of Hovnanian Enterprises, Inc., a
publicly-traded homebuilder, and Norbank.

23
<PAGE> 24

DESCRIPTION OF SHARE CAPITAL

Core Laboratories was organized under the law of The Netherlands by Deed of
Association dated August 4, 1994. Set forth below is a summary of certain
provisions contained in the Articles of Association and the law of The
Netherlands. Such summary does not purport to be complete statements of the
Articles of Association and the law of The Netherlands and is qualified in its
entirety by reference to the Articles of Association and such law.

The authorized share capital of Core Laboratories is NLG 990,000,
consisting of 30,000,000 Common Shares, each with a par value of NLG 0.03, and
3,000,000 Preference Shares, each with a par value of NLG 0.03 (Common Shares
and Preference Shares are sometimes collectively referred to herein as
"Shares"). As of September 30, 1997, 10,622,612 Common Shares were outstanding.
Common Shares and Preference Shares will be issued in registered form only. The
Transfer Agent and Registrar for the Common Shares is American Stock Transfer
Company.

COMMON SHARES

Each shareholder of record is entitled to one vote for each Common Share
held on every matter submitted to a vote of shareholders. In the event of the
liquidation, dissolution or winding up of the Company, and subject to the
liquidation preference of holders of Preference Shares, if any, holders of
Common Shares are entitled to receive, on a pro rata basis, all assets of the
Company remaining available for distribution to the holders of Common Shares.
The Articles of Association make no provision for cumulative voting and, as a
result, the holders of a majority of the Company's voting power will have the
power to elect all members of the Supervisory Board.

PREFERENCE SHARES

No Preference Shares are outstanding. The Supervisory Board has the
authority to issue Preference Shares from time to time for a period of five
years from the date of the consummation of the offering, which period may be
extended. If such Preference Shares are issued, holders thereof will be entitled
to receive, when, as and if declared by the Supervisory Board, dividends at a
rate to be determined by the Supervisory Board prior to any payment of dividends
to the holders of Common Shares. In addition, the holders of Preference Shares
may be entitled to a liquidation preference, payable in the event of any
liquidation, dissolution or winding up of the Company after satisfaction of any
indebtedness but before any distribution of assets is made to holders of Common
Shares.

Holders of Preference Shares will have a right to one vote for each
Preference Share held on every matter submitted to a vote of shareholders and
such holders will vote as a class on matters to be determined by the Supervisory
Board. If issued, the Supervisory Board may designate that the Preference Shares
may be converted into Common Shares under certain specified circumstances. Under
Netherlands law, the Supervisory Board may also authorize the issuance of
Preference Shares with payment to the Company of up to 75% of the par value of
such Preference Shares being deferred until such time as it is called by the
Company. Such issuance of Preference Shares may adversely affect, among other
things, the voting, dividend and liquidation rights of holders of Common Shares.
The issuance of Preference Shares may have the effect of delaying, deferring or
preventing a change of control of the Company. The Supervisory Board has no
present plans to issue any such Preference Shares.

SUMMARY OF CERTAIN OTHER MATTERS

Issue of Shares

The Company's shareholders have approved the issuance of up to an aggregate
of 1,537,000 authorized but unissued Common Shares upon exercise of options in
connection with the Company's 1995 Long-Term Incentive Plan, as amended, and the
Company's 1995 Nonemployee

24
<PAGE> 25

Director Stock Option Plan, as amended. Options have been granted under the 1995
Long-Term Incentive Plan to approximately 120 key employees.

Preemptive Rights

The Company's shareholders have also authorized the Supervisory Board to
issue such additional authorized but unissued Common Shares as the Supervisory
Board shall determine. Under the law of The Netherlands, such authorization can
only be granted for a five-year period and will expire May 28, 2002, subject to
future extension(s). Subject to the foregoing, under the Articles of
Association, each holder of Common Shares shall generally have a preemptive
right to subscribe with regard to any issue of Common Shares pro rata to the
shareholder's existing holdings of Common Shares, except for certain issuances
to employees and issuances for noncash consideration.

Repurchase of Common Shares

Subject to certain restrictions contained in the law of The Netherlands and
the Articles of Association, the Company currently has the authority to acquire
its own fully paid shares in an amount not to exceed 10% of the outstanding
shares at any time in open market purchases at any price not to exceed $50.00
per share or its equivalent in other currencies. Such authorization, which has
been granted by the shareholders, may not be granted for more than 18 months,
and is currently valid through November 28, 1999. No such authorization will be
required if the Company acquires shares in its own capital for the purpose of
transferring the same to employees of the Company or of a group company under a
scheme applicable to such employees, provided that such shares are officially
listed on an exchange (including the Nasdaq Stock Market).

25
<PAGE> 26

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Shares as of September 30, 1997, and as adjusted to give
effect to the sale of the Common Shares offered hereby, by (i) each person known
to the Company to be the beneficial owner of 5% or more of the outstanding
Common Shares, (ii) each of the Company's supervisory directors, (iii) all of
the Company's Supervisory Directors and executive officers as a group and (iv)
each of the Selling Shareholders. Unless otherwise indicated, each person has
sole voting and dispositive power over the Common Shares listed. See
"Underwriting."

<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING(1)
-------------------- --------------------
NUMBER OF NUMBER OF NUMBER OF
SUPERVISORY DIRECTORS AND COMMON SHARES COMMON
EXECUTIVE OFFICERS SHARES PERCENT OFFERED(1) SHARES PERCENT
------------------------- --------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Stephen D. Weinroth(2)................. 300,425(3) 2.8 -- 300,425(3) 2.5
David M. Demshur....................... 219,417(4) 2.1 -- 219,417(4) 1.8
Joseph R. Perna........................ 135,375(5) 1.3 -- 135,375(5) 1.1
Richard L. Bergmark.................... 99,806(6) * -- 99,806(6) *
John D. Denson......................... 11,499(7) * -- 11,499(7) *
Timothy J. Probert..................... 3,000(3) * -- 3,000(3) *
Bob G. Agnew........................... 2,300(3) * -- 2,300(3) *
Frerik Pluimers........................ 2,000 * -- 2,000 *
James A. Read.......................... 2,000(3) * -- 2,000(3) *
Jacobus Schouten....................... -- -- -- -- --
All Supervisory Directors and executive
officers as a group.................. 775,822(8) 7.3 -- 775,822(8) 6.5
SELLING SHAREHOLDERS
First Britannia Mezzanine N.V.......... 4,201,267 39.6 2,100,000 2,101,267 17.5
Juliet Challenger, Inc.(9)............. 376,678 3.5 188,339 188,339 1.6
HCC Investments, Inc.(9)............... 58,449 * 29,224 29,225 *
ProTechnics II (Nevada), Inc.(10)...... 219,289 2.1 19,000 200,289 1.7
The Trustees of Grinnell College....... 6,470 * 6,470 -- --
Robert Hurst(11)....................... 2,744 * 2,744 -- --
Richard Lee Heine...................... 3,994 * 1,000 2,994 *
Banner Partners........................ 814 * 814 -- --
Bryco Investments...................... 814 * 814 -- --
Hubert L. Brown, Jr.................... 412 * 412 -- --
Greg T. Boser.......................... 3,994 * 300 3,694 *
The Brown Children Trust #2(12)........ 200 * 200 -- --
Brown Testamentary Trust(13)........... 200 * 200 -- --
Hillman 1985 Limited Partnership(9).... 20 * 20 -- --
</TABLE>

- ---------------

* Does not exceed 1.0%

(1) Assuming that the Underwriters' over-allotment option is not exercised.

(2) Mr. Weinroth, a Managing Director of First Britannia Mezzanine N.V.,
disclaims beneficial ownership of the Common Shares owned by such company.

(3) Includes 2,000 shares which may be acquired within 60 days pursuant to
outstanding stock options.

(4) Includes 11,911 shares held in Mr. Demshur's 401(k) plan and 7,500 shares
which may be acquired within 60 days pursuant to outstanding stock options.

26
<PAGE> 27

(5) Includes 15,688 shares held in Mr. Perna's 401(k) plan and 6,250 shares
which may be acquired within 60 days pursuant to outstanding stock options.

(6) Includes 13,137 shares held in Mr. Bergmark's 401(k) plan and 5,000 shares
which may be acquired within 60 days pursuant to outstanding stock options.

(7) Includes 832 shares held in Mr. Denson's 401(k) plan and 4,000 shares which
may be acquired within 60 days pursuant to outstanding stock options.

(8) Includes 30,750 shares which may be acquired within 60 days pursuant to
outstanding stock options.

(9) Juliet Challenger, Inc., HCC Investments, Inc. and the sole general partner
of Hillman 1985 Limited Partnership are each indirect, wholly-owned
subsidiaries of The Hillman Company, a private corporation engaged in
diversified investments and operations. The Hillman Company is controlled
by Henry L. Hillman, Elsie Hilliard Hillman and C.G. Grefenstette, Trustees
of the Henry L. Hillman Trust, which Trustees share voting and dispositive
power over the assets of The Hillman Company and its subsidiaries.

(10) ProTechnics II (Nevada), Inc. is owned by John W. Chisholm, who had been
President and a Director of ProTechnics until the time of its acquisition
by the Company on December 31, 1996, following which, he was appointed Vice
President, Sales and Marketing of the Company's Petroleum Services Division
and has continued to serve as President of ProTechnics.

(11) Mr. Hurst was a director of ProTechnics until December 31, 1996, following
which, he has held no position with the Company.

(12) The Brown Children Trust #2, Hubert L. Brown, Jr., Trustee.

(13) Bayard H. Friedman, Mary Jane Johndroe and Hubert L. Brown, Jr., Trustees
under the Will of H.L. Brown.

27
<PAGE> 28

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), through their representatives, BT
Alex. Brown Incorporated, Credit Suisse First Boston Corporation, Bear, Stearns
& Co. Inc. and Morgan Keegan & Company, Inc. (together, the "Representatives"),
have severally agreed to purchase from the Company and the Selling Shareholders
the following respective number of Common Shares at the public offering price
less the underwriting discounts and commissions set forth on the cover page of
this Prospectus.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
BT Alex. Brown Incorporated................................. 1,067,816
Bear, Stearns & Co. Inc..................................... 533,907
Credit Suisse First Boston Corporation...................... 533,907
Morgan Keegan & Company, Inc................................ 533,907
CIBC Oppenheimer Corp. ..................................... 90,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 90,000
Goldman, Sachs & Co. ....................................... 90,000
Howard, Weil, Labouisse, Friedrichs Incorporated............ 90,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 90,000
PaineWebber Incorporated.................................... 90,000
Salomon Brothers Inc........................................ 90,000
SBC Warburg Dillon Read Inc. ............................... 90,000
Smith Barney Inc. .......................................... 90,000
Rauscher Pierce Refsnes, Inc. .............................. 90,000
Johnson Rice & Company L.L.C. .............................. 60,000
Simmons & Company International............................. 60,000
Van Kasper & Company........................................ 60,000
---------
Total............................................. 3,749,537
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the Common Shares offered hereby if any of
such shares are purchased.

The Company and the Selling Shareholders have been advised by the
Representatives that the Underwriters propose to offer the Common Shares to the
public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in excess
of $0.94 per share. The Underwriters may allow, and such dealers may re-allow, a
concession not in excess of $0.10 per share to certain other dealers. After the
Offering, the offering price and other selling terms may be changed by the
Underwriters.

The Company and First Britannia have granted the Underwriters an option,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to 562,431 additional Common Shares at the public offering price
less the underwriting discounts and commissions set forth on the cover page of
this Prospectus. To the extent that the Underwriters exercise such option, each
of the Underwriters will have a firm commitment to purchase approximately the
same percentage thereof that the number of Common Shares purchased by it in the
above table bears to 3,749,537, and the Company and the Selling Shareholders
will be obligated, pursuant to the option, to sell such shares to the
Underwriters. The Underwriters may exercise such option only to cover
over-allotments made in connection with the sale of the Common Shares offered
hereby. If purchased, the Underwriters will offer such additional shares on the
same terms as those on which the 3,749,537 shares are being offered.

28
<PAGE> 29

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act.

The Company and the Selling Shareholders have agreed that they will not
sell or offer any Common Shares or options, rights or warrants to acquire any
Common Shares for a period of 90 days after the date of this Prospectus without
the prior written consent of the Representatives, except for shares issued by
the Company (i) in connection with acquisitions and (ii) pursuant to the
exercise of options granted under employee stock plans. Further, the Company's
Supervisory Directors and executive officers who beneficially own 775,822 shares
in the aggregate have agreed not to directly or indirectly sell or offer for
sale or otherwise dispose of any Common Shares for a period of 90 days after the
date of this Prospectus without the prior written consent of the
Representatives.

In connection with the Offering, the Underwriters may purchase and sell the
Common Shares in the open market. These transactions may include overallotment
and stabilizing transactions, "passive" market making and purchases to cover
syndicate short positions created in connection with the Offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Common Shares and syndicate
short positions involve the sale by the Underwriters of a greater number of
shares of Common Shares than they are required to purchase from the Company in
the Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the Common Shares sold in the Offering for their account may be reclaimed by the
syndicate if such Common Shares are repurchased by the syndicate in stabilizing
or covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Common Shares, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the Nasdaq Stock Market, in the over-the-counter market or otherwise.

As permitted by Rule 103 under the Exchange Act, certain Underwriters (and
selling group members, if any) that are market makers ("passive market makers")
in the Common Shares may make bids for or purchases of the Common Shares in the
Nasdaq Stock Market until such time, if any, when a stabilizing bid for such
securities has been made. Rule 103 generally provides that (1) a passive market
maker's net daily purchases of the Common Shares may not exceed 30% of its
average daily trading volume in such securities for the two full consecutive
calendar months (or any 60 consecutive days ending within the 10 days)
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (2) a passive market maker may not effect
transactions or display bids for the Common Shares at a price that exceeds the
highest independent bid for the Common Shares by persons who are not passive
market makers and (3) bids made by passive market makers must be identified as
such.

Bankers Trust Company, an affiliate of BT Alex. Brown Incorporated, is a
lender and the administrative agent under the Credit Facility and has received
customary fees in connection therewith. The net proceeds of this Offering will
be used to repay a portion of the Company's indebtedness under the Credit
Facility. If the amount to be paid to Bankers Trust Company under the Credit
Facility is equal to or exceeds 10% of the net proceeds of this Offering to the
Company, the Offering will be conducted in accordance with Rule 2710(c)(8) of
the National Association of Securities Dealers, Inc.'s Conduct Rules. See "Use
of Proceeds."

LEGAL MATTERS

Certain legal matters in connection with the offering made hereby will be
passed upon for the Company by Vinson & Elkins L.L.P., Houston, Texas, U.S.
counsel to the Company. The validity of the Common Shares offered hereby is
being passed upon for the Company by Nauta Dutilh, Rotterdam, The Netherlands,
Netherlands counsel to the Company. Andrews & Kurth L.L.P., Houston, Texas, will
serve as counsel to the Underwriters.

29
<PAGE> 30

EXPERTS

The consolidated financial statements of the Company incorporated by
reference in this Prospectus, to the extent and for the periods indicated in
their report, have been audited by Arthur Andersen LLP, independent public
accountants. In that report, that firm states that with respect to a certain
subsidiary, its opinion is based on the report of other independent public
accountants, namely Grant Thornton LLP. The consolidated financial statements
referred to above have been incorporated by reference herein in reliance upon
the authority of those firms as experts in giving said reports. The financial
statements of Saybolt International B.V. incorporated in this Prospectus by
reference to the Current Report on Form 8-K/A of Core Laboratories N.V. dated
July 21, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates, or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. In addition, copies of reports filed with the Commission may
be inspected at the Nasdaq Stock Market, 80 Merritt Boulevard, Trumbull,
Connecticut 06611.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Shares offered hereby.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete, and
in each instance reference is made to the copy of such document so filed for a
more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission by the Company pursuant
to the Exchange Act, are incorporated herein by reference and made a part of
this Prospectus:

(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, its Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;

(iii) the Company's Current Report on Form 8-K filed May 23, 1997; and

30
<PAGE> 31

(iv) the Company's Current Report on Form 8-K/A filed July 21, 1997.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE IN SUCH DOCUMENTS). WRITTEN OR TELEPHONE REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO JACOBUS SCHOUTEN, CORE LABORATORIES N.V., HERENGRACHT 424,
1017 BZ AMSTERDAM, THE NETHERLANDS, TELEPHONE (31-20) 420-3191.

31
<PAGE> 32

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NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING SHAREHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE
COMMON SHARES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 9
Capitalization........................ 10
Price Range of Common Shares.......... 11
Dividend Policy....................... 11
Selected Consolidated Financial
Data................................ 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 16
Management............................ 22
Description of Share Capital.......... 24
Principal and Selling Shareholders.... 26
Underwriting.......................... 28
Legal Matters......................... 29
Experts............................... 30
Available Information................. 30
Incorporation of Certain Documents by
Reference........................... 30
</TABLE>

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3,749,537 SHARES
[LOGO]
CORE LABORATORIES N.V.
COMMON SHARES
-------------------

PROSPECTUS
-------------------
BT ALEX. BROWN

CREDIT SUISSE FIRST BOSTON

BEAR, STEARNS & CO. INC.

MORGAN KEEGAN & COMPANY, INC.
November 20, 1997
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