DIGICON INC
8-A12B, 1996-07-30
OIL & GAS FIELD EXPLORATION SERVICES
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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 (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



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


<TABLE>
<S>                          <C>                          <C>
        Delaware                       1-7427                        76-0343152 
(State of Incorporation)     (Commission File Number)     (IRS Employer Identification No.)
</TABLE>


                                3701 Kirby Drive
                              Houston, Texas 77098
                    (Address of Principal Executive Offices)

                                  713/526-5611
              (Registrant's telephone number, including area code)

                                (Not Applicable)
         (Former name or former address, if changed since last report)

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

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

<TABLE>
<S>                                       <C>
Title of Each class to be Registered      Name of Each Exchange on Which Class is to be Registered 
           COMMON STOCK                                   NEW YORK STOCK EXCHANGE
</TABLE>                                     

         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:

                                      NONE
                                (TITLE OF CLASS)

<PAGE>   2

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         For a description of the common stock, par value $.01 per share, see
"The Companies After the Transaction -- Digicon Capital Stock -- Digicon New
Common Stock" contained in the Joint Management Information Circular and Proxy
Statement (No. 000-04160) filed by the Registrant with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.  Such
description is incorporated herein by reference.

ITEM 2.  EXHIBITS

         Not Applicable.


                                   SIGNATURE

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

Date: July 25, 1996

                                        DIGICON INC.


                                        By:     /s/ Richard W. McNairy
                                           -------------------------------------
                                                  Richard W. McNairy,         
                                              Vice President and Principal
                                                   Financial Officer           





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