MARINE SHUTTLE OPERATIONS INC
8-A12B, 1998-12-17
OIL & GAS FIELD SERVICES, NEC
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                                      

                               FORM 8-A

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

                    MARINE SHUTTLE OPERATIONS INC.
        (Exact name of Registrant as Specified in its Charter)


                      Nevada                                          
                  91-1913992
         (State of Incorporation or Organization)                     
                  (I.R.S. Employer
                                                                      
                   Identification No.)


         4410 Montrose Boulevard, Houston, TX                         
                          77006
            (Address of Principal Executive Offices)                  
                       (Zip Code)

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
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(b) of the
Act:

Title of Each Class                                                   
Name of Each Exchange on Which
to be so Registered                                                   
Each Class is to be Registered

                                   Not Applicable.

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

         Common Stock, par value $0.001 per share.                    

         Item 1.          Description of Registrant's
Securities to be Registered.

                  The Registrant's Registration Statement on
Form S-1, Registration No. 333-58465, contains a
description of the Common Stock to be registered under the
caption "Description of Securities"; such descriptions are
incorporated herein by reference.

Item 2.           Exhibits.

         Exhibit No.                        Description

           1.    Form of Common Stock Certificate (Exhibit
                 4.1 to Registration Statement No. 333-58465
                 is incorporated by reference).

           2.    Articles of Incorporation of the Company, as
                 amended (Exhibit 3.1 to Registration
                 Statement No. 333-58465 is incorporated by
                 reference).

           3.    Amended and Restated By-Laws of the
                 Company (Exhibit 3.2 to Registration
                 Statement No. 333-58465 is incorporated by
                 reference).

<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.


MARINE SHUTTLE OPERATIONS INC.


By: /s/ Iqbal Akram                                          
   Iqbal Akram, Vice President


Date: December 17, 1998


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