AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1996

REGISTRATION NUMBER 333-03407

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SECURITIES AND EXCHANGE COMMISSION

Amendment No. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ENERGY VENTURES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 04-2515019
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
BERNARD J. DUROC-DANNER
ENERGY VENTURES, INC.
5 POST OAK PARK, SUITE 1760 5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415 HOUSTON, TEXAS 77027-3415
(713) 297-8400 (713) 297-8400
(Address, including zip code, and telephone (Name, address, including zip code,
number, including area code, of registrant's and telephone number, including area code,
principal executive offices) of agent for service)

Copies to:

CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************

SUBJECT TO COMPLETION, DATED MAY 15, 1996

PROSPECTUS

312,714 SHARES

ENERGY VENTURES, INC.

COMMON STOCK

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This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of Energy Ventures,
Inc., a Delaware corporation (the "Company"), of an aggregate of 312,714 shares
(the "Shares") of common stock, $1.00 par value (the "Common Stock"), of the
Company. The Shares may be offered and sold by the Selling Stockholders from
time to time for a period of 120 days from the date hereof directly or through
broker-dealers designated from time to time. The Shares may be sold from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Stockholder, or to a broker-dealer acting as
principal. See "Plan of Distribution".

The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "EVI". On May 13, 1996, the last reported sales price for the
Common Stock as reported on the NYSE was $29 1/2 per share.

The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute to payments the Selling Stockholders may be
required to make in respect thereof. See "Plan of Distribution" and "Selling
Stockholders".

The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.

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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.

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

The date of this Prospectus is May , 1996.
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TABLE OF CONTENTS

AVAILABLE INFORMATION................................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................... 3
THE COMPANY............................................................................. 3
DESCRIPTION OF CAPITAL STOCK............................................................ 3
SELLING STOCKHOLDERS.................................................................... 5
PLAN OF DISTRIBUTION.................................................................... 7
LEGAL MATTERS........................................................................... 7
EXPERTS................................................................................. 7

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

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
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Regional Offices of the Commission at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7
World Trade Center, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy and information statements and other information
concerning the Company can also be inspected and copied at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, on which the Common Stock is
listed.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, including the exhibits
thereto, which may be inspected without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission, and copies of which
may be obtained from the Commission at prescribed rates. Statements made in this
Prospectus concerning the contents of any document referred to herein are not
necessarily complete. With respect to each such document filed with the
Commission as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and

(c) The Company's Current Report on Form 8-K dated July 13, 1995, as
amended by the Current Report on Form 8-K/A dated August 17, 1995, as
amended by Amendment No. 2 to the Form 8-K/A dated May 7, 1996.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company at 5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, Attention:
Secretary (Telephone number: (713) 297-8400).

THE COMPANY

Energy Ventures, Inc. is an international manufacturer and supplier of
oilfield equipment and contract drilling services. The Company operates through
two business segments: oilfield equipment and contract drilling. The oilfield
equipment segment manufactures high performance tubulars and a complete line of
artificial lift equipment as well as completion tools. The Company's contract
drilling segment consists primarily of barge rigs used by major and large
independent oil and gas companies for the exploration and development of natural
gas primarily in the U.S. Gulf Coast area. The Company's tubular products and
contract drilling operating divisions provide products and services used
primarily for natural gas exploration and production. The artificial lift and
completion tool product lines are related to the maturation of oil producing
formations.

The Company was incorporated in 1972 as a Massachusetts corporation and was
reincorporated in Delaware in 1980. The Company's corporate office is located at
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, and its telephone number
is 713/297-8400.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, par value $1.00 per share, and 3,000,000 shares of Preferred
Stock, par value $1.00 per share ("Preferred Stock"). At May 8, 1996, 18,854,897
shares of Common Stock were outstanding. In addition, at May 8, 1996, there were
1,685,000 shares of Common Stock reserved for issuance pursuant to the Company's
1981 Employee Stock Option Plan, 1992 Employee Stock Option Plan, Non-Employee
Director Stock Option Plan and restricted stock plan for foreign key employees,
of which 684,000 shares of Common Stock were reserved for issuance upon exercise
of outstanding options. At May 8, 1996, there were no shares of Preferred Stock
issued or outstanding. The holders of shares of Common Stock are not liable to
further calls or assessments by the

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Company. The description below is a summary of and is qualified in its entirety
by the provisions of the Company's Restated Certificate of Incorporation as
currently in effect.

Subject to the rights of the holders of any outstanding shares of Preferred
Stock and those rights provided by law, (i) dividends may be declared and paid
or set apart for payment upon the Common Stock out of any assets or funds of the
Company legally available for the payment of dividends and may be payable in
cash, stock or otherwise, (ii) the holders of the Company stock have the
exclusive right to vote for the election of directors and, except as provided
below, on all other matters requiring stockholder action generally, with each
share being entitled to one vote, and (iii) upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company, the net assets of the
Company will be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests to the exclusion of the
holders of any outstanding shares of Preferred Stock.

Although the holders of the Common Stock are generally entitled to vote for
the approval of amendments to the Company's Restated Certificate of
Incorporation, the voting rights of the holders of the Common Stock are limited
with respect to certain amendments to the Company's Restated Certificate of
Incorporation that affect only the holders of the Preferred Stock. Specifically,
subject to the rights of any outstanding shares of any series of Preferred
Stock, the Company's Restated Certificate of Incorporation provides that it may
be amended from time to time in any manner that would solely modify or change
the relative powers, preferences and rights and the qualifications or
restrictions of any issued shares of any series of Preferred Stock then
outstanding with the only required vote or consent for approval of such
amendment being the affirmative vote or consent of the holders of a majority of
the outstanding shares of the series of Preferred Stock so affected, provided
that the powers, preferences and rights and the qualifications and limitations
or restrictions of such series after giving effect to such amendment are no
greater than the powers, preferences and rights and qualifications and
limitations or restrictions permitted to be fixed and determined by the Board of
Directors with respect to the establishment of any new series of shares of
Preferred Stock pursuant to the authority vested in the Board of Directors as to
such matters.

Holders of the Common Stock do not have any cumulative voting, redemptive
or conversion rights and have no preemptive rights to subscribe for, purchase or
receive any class of shares or securities of the Company. Holders of the Common
Stock have no fixed dividend rights. Dividends may be declared by the Board of
Directors at its discretion depending on various factors, although no dividends
are anticipated for the foreseeable future. The Company is currently subject to
certain prohibitions on the declaration and payment of cash dividends on the
Common Stock under the terms of the Company's existing credit facilities. In
addition, under the terms of the Company's 10 1/4% Senior Notes due 2004, the
Company is limited in the amount of funds it may distribute as dividends or
distributions to stockholders to an amount generally equal to: (a) the sum of
(i) its earnings subsequent to December 31, 1993, (ii) the net consideration
received from certain stock issuances since March 1994, (iii) the value of
certain investments in unrestricted subsidiaries redesignated as restricted
subsidiaries and (iv) $5 million, less (b) the amount of dividends,
distributions and other restricted payments made by the Company since March
1994. As of March 31, 1996, the Company was limited in the amount of dividends,
distributions and other restricted payments that could be made by it to
approximately $138 million.

The Preferred Stock may be issued from time to time in one or more series,
with each such series having such powers, preferences and rights and
qualifications and limitations or restrictions as may be fixed by the Board of
Directors pursuant to the resolution or resolutions providing for the issuance
of such series.

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the Company of stock or any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that the Company's directors are
not liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the above described exceptions specified by
Delaware law.

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As a Delaware corporation, the Company is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
The Company has approved the acquisition by GulfMark International, Inc.
("Gulfmark") and Lehman Brothers Holdings Inc. ("Holdings") of the shares of
Common Stock owned by them under Section 203 and GulfMark and Holdings are
therefore not subject to the restrictions under Section 203.

The Registrar and Transfer Agent for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.

SELLING STOCKHOLDERS

This Prospectus constitutes a part of the Registration Statement filed by
the Company pursuant to registration rights granted to the Selling Stockholders
in the Agreement and Plan of Merger dated as of May 3, 1996 (the "Agreement"),
by and among ENERPRO International, Inc., a Delaware corporation ("ENERPRO"),
the Company and EVI Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company ("EVI Acquisition"). The Agreement was entered in
conjunction with the Company's acquisition of ENERPRO through a merger (the
"Merger") of EVI Acquisition with and into ENERPRO. Pursuant to the terms of the
Agreement, the Company will pay all expenses of registering the Shares under the
Securities Act, including, without limitation, all registration and filing fees,
printing expenses and the fees and disbursements of the counsel and accountants
for the Company. The Agreement also provides that the Company will indemnify the
Selling Stockholders against certain civil liabilities, including liabilities
under the Securities Act, or to contribute to payments the Selling Stockholders
may be required to make in respect thereof. The Selling Stockholders have agreed
to indemnify the Company against certain liabilities, including liabilities
under the Securities Act, with respect to information provided by the Selling
Stockholders in connection with this offering. Additionally, the Selling
Stockholders will pay all fees and disbursements of their counsel and all
brokerage fees, commissions and expenses, if any, applicable to the Shares sold
by them.

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The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each Selling Stockholder as of May
13, 1996, all of which may be sold pursuant to this Prospectus:

NUMBER OF PERCENT OF
NAME OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED(1) SHARES
--------------------------------------------------------------- --------- -----------

H.W. Allen Co.................................................. 28,000 *
Donna and Scott Anderson....................................... 1,050 *
John Bourgeois................................................. 2,100 *
Gary L. Bracken, as Trustee of the Gary L. Bracken Trust dated
April 24, 1987, as amended or restated....................... 7,000 *
L.J. Bump, as Trustee of the Larry J. Bump Trust dated April
24, 1987, as amended or restated............................. 74,340 *
David W. Douglas(2)............................................ 15,903 *
Henry S. Drastata.............................................. 7,700 *
Jeff A. Grobelny............................................... 5,600 *
John Ivy....................................................... 6,300 *
Michael J. Jellison............................................ 700 *
William M. Johnson............................................. 1,050 *
ML Oklahoma Venture Partners, L.P.............................. 24,500 *
John T. McNabb, II............................................. 3,500 *
M. Kieth Phillips, as Trustee of the Kieth Phillips Revocable
Trust dated July 17, 1987, as amended or restated............ 7,000 *
George Ribble.................................................. 5,600 *
St. Martin's Episcopal Church, Houston, Texas(2)............... 1,131 *
David W. Sargent............................................... 700 *
Melvin F. Spreitzer, as Trustee of the Melvin F. Spreitzer
Revocable Trust dated September 20, 1989, as amended or
restated..................................................... 10,500 *
C.C. Stephenson, Jr. .......................................... 35,000 *
TFP, Ltd. ..................................................... 74,340 *
Gerald P. Werner............................................... 700 *

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

* Less than 1%

(1) Because the Selling Stockholders may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders upon
termination of any such sales.

(2) Mr. Douglas has agreed to indemnify the Company against certain liabilities
resulting from the offering of the 1,131 shares of Common Stock held by St.
Martin's Episcopal Church. The 1,131 shares were donated by Mr. Douglas to
St. Martin's Episcopal Church prior to this offering.

Prior to the Merger, (i) John Bourgeois, David W. Douglas, Henry S.
Drastata, Jeff A. Grobelny, John Ivy and Michael J. Jellison were officers and
stockholders of ENERPRO, (ii) Mr. Douglas, C.C. Stephenson, Jr., and John T.
McNabb, II were directors and stockholders of ENERPRO, and (iii) Philip B.
Allen, C. James Bode, Larry J. Bump, Melvin F. Spreitzer and Joseph N. Tate were
directors of ENERPRO and were beneficial owners of stock of ENERPRO through
their affiliation with certain entities that were stockholders of ENERPRO.
Effective as of the Merger, all of such persons ceased to be officers and
directors of ENERPRO. In addition, Messrs. Douglas and Ivy are no longer
employees of ENERPRO and have received or will receive severance payments of
approximately $300,000 and $85,000, respectively. Messrs. Bourgeois, Drastata,
Grobelny and Jellison are continuing in their employment with the Company at
annual base salaries of $60,000, $80,000, $75,000 and $66,000, respectively. The
Company has been advised by John T. McNabb, II, a former director and
stockholder of ENERPRO, that Growth Capital Partners, an entity with which Mr.
McNabb is affiliated, provided financial advisory services to ENERPRO in
connection with ENERPRO's

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acquisition of assets at the time of its inception and in connection with the
issuance of preferred stock of ENERPRO, both of which occurred in August 1993.
Growth Capital Partners received customary compensation for such transactions.
None of the Selling Stockholders has, within the past three years, held any
position, office or other material relationship with the Company or any of its
predecessors or affiliates, except as noted above.

PLAN OF DISTRIBUTION

The Shares may be sold pursuant to the methods described below from time to
time for a period of 120 days from the date hereof by or for the account of the
Selling Stockholders on the NYSE or otherwise at prices and on terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) privately negotiated transactions. The Selling Stockholders may effect
such transactions by selling Shares through broker-dealers, and such
broker-dealers may receive compensation in the form of commissions from the
Selling Stockholders (which commissions will not exceed those customary in the
types of transactions involved). The Selling Stockholders and any broker-dealers
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profit on the sale of Shares by it and any fees and commissions
received by any such broker-dealers may be deemed to be underwriting discounts
and commissions.

At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price, the name or names of any dealers or
agents, the purchase price paid for Common Stock purchased from the Selling
Stockholders and any items constituting compensation from the Selling
Stockholders.

LEGAL MATTERS

In connection with the Common Stock offered hereby, the validity of the
shares being offered will be passed upon for the Company by Fulbright & Jaworski
L.L.P., Houston, Texas. Uriel E. Dutton, a director of the Company, is a partner
of Fulbright & Jaworski L.L.P. Mr. Dutton currently holds options to purchase
30,000 shares of Common Stock, which options were granted to him pursuant to the
Company's Non-Employee Director Stock Option Plan.

EXPERTS

The Company's consolidated financial statements and the Company's related
consolidated financial statement schedules as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995, incorporated
by reference into this Prospectus and the Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

The balance sheets of Prideco, Inc., a wholly-owned subsidiary of the
Company, as of June 30, 1995 and 1994, and the consolidated statements of
income, retained earnings and cash flows for the fiscal years ended June 30,
1995 and 1994, incorporated by reference into this Prospectus and the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this offering, all of which are
being paid by the Company, are:

Securities and Exchange Commission Registration Fee........................ $ 3,182
New York Stock Exchange Listing Fee........................................ 1,500
Legal Fees and Expenses.................................................... 5,000
Accounting Fees and Expenses............................................... 2,500
Blue Sky Fees and Expenses (including legal fees).......................... 1,000
Miscellaneous.............................................................. 3,018
-------
TOTAL............................................................ $16,200
=======

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company or its stockholders for monetary damages
for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.

Section 145 of the Delaware General Law grants to the Company the power to
indemnify each officer and director of the Company against liabilities and
expenses incurred by reason of the fact that he is or was an officer or director
of the Company if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The By-laws of the Company provide for indemnification of
each officer and director of the Company to the fullest extent permitted by
Delaware law. Messrs. David J. Butters, Eliot M. Fried and Robert B. Millard,
employees of Lehman Brothers Inc. ("Lehman"), constitute three of the eight
members of the Board of Directors of the Company. Under the restated
certificates of incorporation, as amended to date, of Lehman and its parent,
Lehman Brothers Holdings Inc. ("Holdings"), both Delaware corporations, Messrs.
Butters, Fried and Millard, in their capacity as directors of the Company, are
to be indemnified by Lehman and Holdings to the fullest extent permitted by
Delaware law. Messrs. Butters, Fried and Millard are serving as directors of the
Company at the request of Lehman and Holdings.

Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purposes. Messrs. Butters, Fried and
Millard are insured against certain liabilities which they may incur in their
capacity as directors pursuant to insurance maintained by Holdings.

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ITEM 16. EXHIBITS.

*3.1 -- Restated Certificate of Incorporation of the Company.
3.2 -- By-laws of the Company, as amended (incorporated by reference to
Exhibit No. 3.2 to Form 10-K, File 0-7265, filed March 1, 1994).
4.1 -- See Exhibits numbered 3.1 and 3.2 for provisions of the Restated
Certificate of Incorporation and By-laws of the Company defining the
rights of the holders of Common Stock.
4.2 -- Indenture dated March 15, 1994, among Energy Ventures, Inc., as
Issuer, the Subsidiary Guarantors party thereto, as Guarantors, and
Chemical Bank, as Trustee (incorporated by reference to Form 8-K,
File 0-7265, filed April 5, 1994).
4.3 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures, Inc.
(incorporated by reference to Form 8-K, File 0-7265, filed April 5,
1994).
4.4 -- First Supplemental Indenture by and among Energy Ventures, Inc.,
Prideco and Chemical Bank, as trustee, dated June 30, 1995
(incorporated by reference to Exhibit No. 4.4 to the Registration
Statement on Form S-3; Registration No. 33-61933).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*23.2 -- Consent of Arthur Andersen LLP.
*23.3 -- Consent of Arthur Andersen LLP, with respect to the financial
statements of Prideco, Inc.
*24.1 -- Powers of Attorney from certain members of the Board of Directors of
the Company (contained on page II-4).

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

* Previously filed.

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has
not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does not
exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such agreement
to the Commission upon request.

ITEM 17. UNDERTAKINGS.

The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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11

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Securities Act or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

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12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 14, 1996.

ENERGY VENTURES, INC.

By: /s/ BERNARD J. DUROC-DANNER
----------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer
and Director
(Principal Executive Officer)

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ ----------------

/s/ BERNARD J. DUROC-DANNER President, Chief Executive May 14, 1996
- --------------------------------------------- Officer and Director
Bernard J. Duroc-Danner (Principal Executive
Officer)

/s/ JAMES G. KILEY Vice President, Finance and May 14, 1996
- --------------------------------------------- Treasurer
James G. Kiley (Principal Financial
Officer)

/s/ FRANCES R. POWELL Vice President, Accounting and May 14, 1996
- --------------------------------------------- Controller (Principal
Frances R. Powell Accounting Officer)

* Director and Chairman of the May 14, 1996
- --------------------------------------------- Board
David J. Butters

* Director May 14, 1996
- ---------------------------------------------
Uriel E. Dutton

* Director May 14, 1996
- ---------------------------------------------
Eliot M. Fried

* Director May 14, 1996
- ---------------------------------------------
Sheldon S. Gordon

* Director May 14, 1996
- ---------------------------------------------
Sheldon B. Lubar

* Director May 14, 1996
- ---------------------------------------------
Robert B. Millard

* Director May 14, 1996
- ---------------------------------------------
Robert A. Rayne

*By: /s/ JAMES G. KILEY
- ---------------------------------------------
James G. Kiley, as Attorney-in-fact
for each of the persons indicated

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