DRILEX INTERNATIONAL INC
8-A12G/A, 1996-06-27
OIL & GAS FIELD SERVICES, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

                                  FORM 8-A/A
                               (Amendment No. 1)     

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                _______________


                           DRILEX INTERNATIONAL INC.     
             (Exact name of registrant as specified in its charter)

                   DELAWARE                             76-0438889
  (State of incorporation or organization)  (I.R.S. Employer Identification No.)

               15151 SOMMERMEYER
                 HOUSTON, TEXAS                           77041
    (Address of principal executive offices)            (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

                                         Name of each exchange on which
Title of each class to be so registered  each class is to be registered
- ---------------------------------------  ------------------------------

               NONE                               NOT APPLICABLE

     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A. (c)(1), please check
the following box.                                                         [   ]

          If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.                      [   ]

Securities to be registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (title of class)
<PAGE>
 
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
         ------------------------------------------------------- 
    
         The class of  securities to be registered hereby is the Common Stock,
par value $.01 per share (the "Common Stock"), of Drilex International Inc., a
Delaware corporation (the "Company"). For descriptions of the Common Stock, the
other capital stock of the Company and certain anti-takeover provisions included
in the charter of the Company, see the information set forth under the caption
"Description of Capital Stock" in (i) the prospectus subject to completion dated
June 27, 1996, included in Part I of the Registration Statement on Form S-1
(Reg. No. 333-03405), as amended as of June 27, 1996 (the "Registration
Statement"), of the Company filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act") and (ii) the related final form of prospectus to be filed with the
Commission under Rule 424(b) of the Securities Act, which descriptions are
incorporated herein by reference. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that another document incorporated herein by
reference modifies or supersedes such previous statement.     

ITEM 2.  EXHIBITS
         --------

         The following exhibits are filed as part of this Registration 
Statement on Form 8-A:

   *1    Form of certificate representing Common Stock  (incorporated herein by
           reference to Exhibit 4.1 of the  Registration Statement).

   *2(a) Restated Certificate of Incorporation of the Company (incorporated
           herein by reference to Exhibit 3.1 of the Registration Statement).

   *2(b) Bylaws of the Company, as amended (incorporated herein by reference to
           Exhibit 3.2 of the Registration Statement).

 --------------------
 *  Incorporated by reference as indicated pursuant to Rule 12b-32.
<PAGE>
 
                                   SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

    
                                    DRILEX INTERNATIONAL INC.     


    
Date: June 27, 1996                By: /s/  Harry O. Nicodemus     
                                       ---------------------------------------
                                   Harry O. Nicodemus
                                   Controller    
 


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