S-8

As filed with the Securities and Exchange Commission on December 20, 2005

Registration No. 333-                         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BASIC ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	54-2091194
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
400 W. Illinois, Suite 800 Midland, Texas	79701
(Address of Principal Executive Offices)	(Zip Code)

Second Amended and Restated Basic Energy Services, Inc.
2003 Incentive Plan
(Full title of the plan)

Kenneth V. Huseman

President

400 W. Illinois, Suite 800

Midland, Texas  79701

(432) 620-5500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David C. Buck

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

(713) 220-4200

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.01 per share	1,765,450 shares	$	21.55(2	)	$	38,045,448	$	4,080
Common Stock, par value $0.01 per share	2,408,300 shares	$	5.19(3	)	$	12,499,077	$	1,340

(1)Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares as may be necessary to adjust the number of shares being offered or issued pursuant to the plan as a result of stock splits, stock dividends or similar transactions.

(2)With respect to 1,765,450 shares subject to future awards, estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and (h) under the Securities Act and based upon the average of the high and low sales prices of the shares as reported on The New York Stock Exchange on December 8, 2005.

(3)With respect to 2,408,300 shares covered by stock options granted prior to the filing of this registration statement, calculated pursuant to Rule 457(h) under the Securities Act of 1933, based on the weighted average price at which the options may be exercised.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information required in Part I of Form S-8 will be sent or given to participants in the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

Basic Energy Services, Inc. (the “Company”) incorporates by reference in this registration statement the following documents filed with the Securities and Exchange Commission:

(1)The registration statement on Form S-1, as amended (File No. 333-127517), under the Securities Act, in the form declared effective on December 8, 2005, including the prospectus dated December 8, 2005 as filed by us with the Commission under Rule 424(b)(4) on December 9, 2005.

(2)The description of the Company’s common stock, par value $.01 per share, set forth under the caption “Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A filed with the Commission on December 6, 2005, including all amendments and reports filed for the purpose of updating such descriptions.

(3)The Company’s Current Report on Form 8-K filed on December 14, 2005.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.  Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which 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 registration statement.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such

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action, suit or proceeding 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 corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit 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 corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Basic Energy Services’ certificate of incorporation and bylaws provide that indemnification shall be to the fullest extent permitted by the DGCL for all current or former directors or officers of Basic Energy Services. As permitted by the DGCL, the certificate of incorporation provides that directors of Basic Energy Services shall have no personal liability to Basic Energy Services or its stockholders for monetary damages for breach of fiduciary duty as a director, except (1) for any breach of the director’s duty of loyalty to Basic Energy Services or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which a director derived an improper personal benefit.

We have also entered into indemnification agreements with all of our directors and some of our executive officers (including each of our named executive officers). These indemnification agreements are intended to permit indemnification to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware. It is possible that the applicable law could change the degree to which indemnification is expressly permitted.

The indemnification agreements cover expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that such person, in his or her capacity as a director or officer, is made or threatened to be made a party to any suit or proceeding. The indemnification agreements generally cover claims relating to the fact that the indemnified party is or was an officer, director, employee or agent of us or any of our affiliates, or is or was serving at our request in such a position for another entity. The indemnification agreements also obligate us to promptly advance all reasonable expenses incurred in connection with any claim. The indemnitee is, in turn, obligated to reimburse us for all amounts so advanced if it is later determined that the indemnitee is not entitled to indemnification. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights; however, double payment to the indemnitee is prohibited.

We are not obligated to indemnify the indemnitee with respect to claims brought by the indemnitee against:

• us, except for:

• claims regarding the indemnitee’s rights under the indemnification agreement;

• claims to enforce a right to indemnification under any statute or law; and

•counter-claims against us in a proceeding brought by us against the indemnitee; or

• any other person, except for claims approved by our board of directors.

We have also agreed to obtain and maintain director and officer liability insurance for the benefit of each of the above indemnitees. These policies will include coverage for losses for wrongful acts and omissions and to ensure

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our performance under the indemnification agreements. Each of the indemnitees will be named as an insured under such policies and provided with the same rights and benefits as are accorded to the most favorably insured of our directors and officers.

Reference is made to Item 9 for our undertakings with respect to indemnification for liabilities arising under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

Exhibit
Number	Description
+4.1	Amended and Restated Certificate of Incorporation of Basic Energy Services, Inc. (filed as Exhibit 3.1 to Basic Energy Services, Inc.’s Registration Statement on Form S-1 (No. 333-127517) and incorporated by reference herein).
+4.2	Form of Amended and Restated Bylaws of Basic Energy Services, Inc. (filed as Exhibit 3.1 to Basic Energy Services, Inc.’s Form 8-K filed on December 14, 2005 and incorporated by reference herein).
+4.3	Specimen Common Stock Certificate (filed as Exhibit 4.1 to Basic Energy Services, Inc.’s Registration Statement on Form S-1 (No. 333-127517) and incorporated by reference herein).
*5.1	Opinion of Andrews Kurth LLP with respect to legality of the securities.
*23.1	Consent of KPMG LLP.
*23.2	Consent of PricewaterhouseCoopers LLP.
*23.3	Consent of Andrews Kurth LLP (included as part of Exhibit 5.1).
*24.1	Powers of Attorney (set forth on the signature page of this registration statement).

+ Incorporated by referenced.
* Filed herewith.

Item 9.  Undertakings

(a)The undersigned registrant 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 of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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;

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

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, 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.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment of the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Houston, State of Texas, on December 16, 2005.

BASIC ENERGY SERVICES, INC.
By:	/s/ Kenneth V. Huseman
	Kenneth V. Huseman
	President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Basic Energy Services, Inc. hereby constitutes and appoints Kenneth V. Huseman and Alan Krenek, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 16, 2005.

Signature		Title
	/s/ Kenneth V. Huseman	President, Chief Executive Officer and Director
	Kenneth V. Huseman	(Principal Executive Officer)
	/s/ Alan Krenek	Chief Financial Officer (Principal Financial Officer and
	Alan Krenek	Principal Accounting Officer)
	/s/ Steven A. Webster	Chairman of the Board of Directors
	Steven A. Webster
	/s/ James S. D’Agostino, Jr.	Director
	James S. D’Agostino, Jr.
	/s/ William E. Chiles	Director
	William E. Chiles
	/s/ Robert F. Fulton	Director
	Robert F. Fulton
	/s/ Sylvester P. Johnson, IV	Director
	Sylvester P. Johnson, IV
	/s/ H. H. Wommack, III	Director
	H. H. Wommack, III
*By:
	Alan Krenek As Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number	Description
+4.1	Amended and Restated Certificate of Incorporation of Basic Energy Services, Inc. (filed as Exhibit 3.1 to Basic Energy Services, Inc.’s Registration Statement on Form S-1 (No. 333-127517) and incorporated by reference herein).
+4.2	Form of Amended and Restated Bylaws of Basic Energy Services, Inc. (filed as Exhibit 3.2 to Basic Energy Services, Inc.’s Form 8-K filed on December 14, 2005 and incorporated by reference herein).
+4.3	Specimen Common Stock Certificate (filed as Exhibit 4.1 to Basic Energy Services, Inc.’s Registration Statement on Form S-1 (No. 333-127517) and incorporated by reference herein).
*5.1	Opinion of Andrews Kurth LLP with respect to legality of the securities.
*23.1	Consent of KPMG LLP.
*23.2	Consent of PricewaterhouseCoopers LLP.
*23.3	Consent of Andrews Kurth LLP (included as part of Exhibit 5.1).
*24.1	Powers of Attorney (set forth on the signature page of this registration statement).

+ Incorporated by referenced.
* Filed herewith.

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EX-5.1

Exhibit 5.1

[Letterhead of Andrews Kurth LLP]

600 Travis Street, Suite 4200

Houston, Texas 77002

(713) 220-4200

December 20, 2005

Basic Energy Services, Inc.
400 W. Illinois, Suite 800
Midland, Texas 79701

Ladies and Gentlemen:

We have acted as counsel to Basic Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company under the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (the “Plan”), of up to 4,162,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

We have examined originals or copies of (i) the Registration Statement, (ii) the Plan, (iii) the Certificate of Incorporation of the Company, as amended, (iv) the Bylaws of the Company, as amended, (v) certain resolutions of the Board of Directors of the Company certified to us to be true and correct by the Company’s Secretary, and (vi) such other documents and records as we have deemed necessary and relevant for purposes hereof.  We have relied upon certificates of public officials and officers of the Company as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof.  We have not independently verified any factual matter relating to this opinion.

We have assumed and have not verified (i) the genuineness of all signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to the authentic originals of all documents supplied to us as certified or photostatic or faxed copies.

Based upon the foregoing, and subject to the limitations and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that (i) the issuance of the Shares in accordance with the Registration Statement has been duly authorized by the Company, (ii) the Shares, when thereafter issued against payment therefore as

required under the Plan and any applicable award agreements, will be validly issued, fully paid and non-assessable.

We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law (which is deemed to include the applicable provisions of the Delaware Constitution and reported judicial opinions interpreting those laws).

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the reference to our firm appearing on the cover of the Registration Statement.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued thereunder.  Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time as the Registration Statement is declared effective.

Very truly yours,

/s/ Andrews Kurth LLP

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Basic Energy Services, Inc.:

We consent to the use of our report dated June 13, 2005, except as to Note 19b, which is as of July 25, 2005 and Note 19c, which is as of September 22, 2005 with respect to the consolidated balance sheets of Basic Energy Services, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2004, incorporated herein by reference.  Our report refers to a change in accounting for asset retirement obligations as of January 1, 2003 and to a change in accounting for goodwill and other intangible assets as of January 1, 2002.

We also consent to the use of our report dated August 3, 2005, with respect to the combined statements of operations, equity and cash flows of PWI, Inc., PWI Management LLC, Parker Windham, Ltd., PWI Rentals, L.P., PWI Express Services, L.P. and PWI Disposal, L.P. (collectively referred to as “PWI”) for the nine months ended September 30, 2003, incorporated herein by reference.  Our report refers to a change in accounting for asset retirement obligations as of January 1, 2003.

/s/ KPMG LLP

KPMG LLP

Dallas, Texas

December 19, 2005

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 7, 2003, except with respect to the matter discussed in Note 11, for which the date is August 28, 2003, relating to the financial statements of FESCO Holdings, Inc. and subsidiaries, which appears in Basic Energy Services, Inc.’s Registration Statement on Form S-1, as amended (No. 333-127517) (the “Registration Statement”).  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Denver, Colorado
December 19, 2005