As Filed with the Securities and Exchange Commission on February 12, 1999

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

200 Hermann Drive
Alvin, Texas 77511
(281) 331-6154
(Address and telephone number of principal executive office)

Texas 74-1765729
(State of Incorporation) (I.R.S. Employer Identification Number)

TEAM, INC. RESTATED NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)

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

Ted W. Owen
Vice President, Chief Financial Officer,
Secretary and Treasurer
TEAM, INC.
200 Hermann Drive
Alvin, Texas 77511
(281) 331-6154
(Name, address and telephone number of agent for service)

Copy to:

CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
Attention: Byron L. Willeford
1200 Smith Street, Suite 1400
Houston, Texas 77002

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

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------------------------------
Number of Proposed Proposed
Title of shares maximum maximum Amount of
securities being being offering price aggregate registration
registered registered per share (1) offering price fee
- --------------------------------------------------------------------------------------------------------------------

Common Stock,
par value $0.30 45,000 $3.875 $174,375 $50
per share
- --------------------------------------------------------------------------------------------------------------------

(1) Based on market price and stock option exercise price, and used solely
to determine the registration fee in accordance with Rule 457(h) under
the Securities Act of 1933.

Incorporation By Reference of Contents of Prior
S-8 Registration Statements

The contents of registrant's prior Registration Statements on Form S-8,
Registration No. 33- 74382 and Registration No. 333-30003, registering shares of
registrant's common stock underlying options to purchase such common stock under
the Team, Inc. Restated Non-Employee Directors' Stock Option Plan, are
incorporated herein by reference.

Index of Exhibits

Exhibit
Number Description
- ------ -----------

4(c) Articles of Amendment to the Second Restated Articles of Incorporation of Team,
Inc.

5 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin.

23(a) Consent of Deloitte & Touche LLP.

23(b) Consent of Chamberlain, Hrdlicka, White, Williams & Martin is included in Exhibit 5
hereto.

99(a) Team, Inc. Restated Non-Employee Directors' Stock Option Plan.

99(b) Amendment of January 9, 1997 to Team, Inc. Restated Non-Employee Directors'
Stock Option Plan.

99(c) Amendment of January 29, 1998 to Team, Inc. Restated Non-Employee Directors'
Stock Option Plan.

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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alvin, Texas, effective February 10, 1999.

TEAM, INC.

By: /s/ Philip J. Hawk
--------------------------------------
Philip J. Hawk
Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Philip J. Hawk Chairman of the Board February 10, 1999
- ------------------------------------------------- and Chief Executive
Philip J. Hawk Officer (Principal
Executive Officer)

/s/ Ted W. Owen Vice President, Chief February 10, 1999
- ------------------------------------------------- Financial Officer,
Ted W. Owen Secretary and Treasurer
(Principal Financial and
Accounting Officer)

/s/ George W. Harrison Director February 10, 1999
- -------------------------------------------------
George W. Harrison

Director February 10, 1999
/s/ Sidney B. Williams
- -------------------------------------------------
Sidney B. Williams

Director February 10, 1999
/s/ Louis A. Waters
- -------------------------------------------------
Louis A. Waters