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



                         Commission file number 0-18335



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


     
                DELAWARE                              74-2148293
        (State of incorporation)                   (I.R.S. Employer
                                                  Identification No.)



                  25025 I-45 North, The Woodlands, Texas 77380
              (Address of principal executive offices and zip code)



       Registrant's telephone number, including area code: (281) 367-1983


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

             Common Stock                           New York Stock Exchange
       $.01 Par Value Per Share


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

                  None






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

         Common Stock, $.01 Par Value Per Share

         The Company is registering  shares of its Common Stock,  par value $.01
per share (the "Common Stock"). The following summary description of the capital
stock of the Company,  including the Common Stock,  is qualified in its entirety
by  reference  to the  Company's  Restated  Certificate  of  Incorporation  (the
"Certificate"), a copy of which is filed with the New York Stock Exchange.

Common Stock

         The Company's Restated Certificate of Incorporation (the "Certificate")
authorizes the Company to issue  40,000,000  shares of Common Stock.  Holders of
the  Common  Stock  are  entitled  to one vote per  share  for the  election  of
directors and other corporate matters.  Holders of Common Stock are not entitled
to cumulative voting rights.  Therefore, the holders of a majority of the shares
voting for the election of directors  can elect all the directors if they choose
to do so. The holders of Common  Stock are entitled to dividends in such amounts
and at such times as may be  declared by the Board of  Directors  of the Company
out of funds  legally  available  therefor.  Upon  liquidation  or  dissolution,
holders  of  Common  Stock  are  entitled  to share  ratably  in all net  assets
available for  distribution  to  stockholders  after payment of any  liquidation
preferences  to  holders  of  Preferred  Stock.  The  Common  Stock  carries  no
preemptive  rights.  All outstanding shares of Common Stock are duly authorized,
validly issued, fully paid and nonassessable.

Preferred Stock

         The  Certificate  authorizes the Company to issue  5,000,000  shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock").  The Board of
Directors of the Company is empowered, without approval of the stockholders,  to
cause  shares  of  Preferred  Stock to be issued  in one or more  series  and to
establish  the  number of  shares to be  included  in each such  series  and the
rights, powers, preferences and limitations of each series. Because the Board of
Directors has the power to establish the  preferences and rights of each series,
it may afford the holders of any series of Preferred Stock  preferences,  powers
and  rights,  voting or  otherwise,  senior to the  Rights of  holders of Common
Stock.  The issuance of the Preferred Stock could have the effect of delaying or
preventing a change in control of the Company.
The Board of Directors has no present plans to issue any of the Preferred Stock.

Special Charter and Bylaw Provisions

         The  Certificate  authorizes  the Board of  Directors of the Company to
create and issue rights (the "Rights") entitling the holders thereof to purchase
from the  Company  shares of  capital  stock or other  securities.  The times at
which,  and the terms upon which,  the Rights are to be issued may be determined
by the Board of Directors  and set forth in the  contracts or  instruments  that
evidence the Rights. The authority of the Board of Directors with respect to the
Rights  includes,  but is not limited to, the  determination  of (i) the initial
purchase price per share of the capital stock or other securities of the Company
to be purchased  upon exercise of the Rights,  (ii)  provisions  relating to the
times at which and the circumstances  under which the Rights may be exercised or
sold or otherwise  transferred,  either  together with or separately  from,  any
other securities of the Company, (iii) antidilutive  provisions which adjust the
number or exercise  price of the Rights or amount or nature of the securities or
other property  receivable upon exercise of the Rights,  (iv)  provisions  which
deny the holder of a specified  percentage of the outstanding  securities of the
company the right to exercise  the Rights  and/or  cause the Rights held by such
holder to become  void,  (v)  provisions  which permit the Company to redeem the
Rights and (vi) the appointment of a rights agent with respect to the Rights. If
authorized  by the Board of  Directors,  the Rights would be intended to protect
the Company's stockholders from certain  non-negotiated  takeover attempts which
present the risk of a change of control on terms which may be less  favorable to
the Company's  stockholders than would be available in a transaction  negotiated
with and approved by the Board of  Directors.  The Board of  Directors  believes
that  the  interests  of the  stockholders  generally  are  best  served  if any
acquisition of the Company or a substantial  percentage of the Company's  Common
Stock results from  arm's-length  negotiations  and reflects the Board's careful
consideration of the proposed terms of a transaction.  In particular, the Rights
if issued would be intended to help (i) reduce the risk of coercive  two-tiered,
front-end  loaded  or  partial  offers  which may not  offer  fair  value to all
stockholders,  (ii) deter market accumulators who through open market or private
purchases  may achieve a position of  substantial  influence or control  without
paying  to  stockholders  a  fair  control  premium,   and  (iii)  deter  market
accumulators who are simply interested in putting the Company "in play."






         The Bylaws of the Company provide that the Board of Directors shall fix
the number of directors and that a shareholder  may nominate  directors  only if
written  notice is  delivered  to the  Company  by such  shareholder  80 days in
advance of an annual  meeting or within ten days after the date of notice by the
Company of a special meeting involving the election of directors.  The Company's
Bylaws  and  Certificate  also  provide  that  any  newly  created  directorship
resulting  from an increase in the number of directors or a vacancy on the Board
shall be filled by vote of a majority of the remaining directors then in office,
even though less than a quorum.  The Board of  Directors  is divided  into three
classes, with three directors in each class. Directors hold office for a term of
three years and until their  successors  are elected and  qualified.  A director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor in office. A director elected by reason of an increase in the number
of directors  shall be elected until the next election of one or more  directors
by the  shareholders.  Directors  may not fill more than two such  directorships
during the period between any two successive  annual  meetings of  shareholders.
Directors may be removed from office only by the affirmative  vote of holders of
66 2/3% of the voting  securities of the Company  entitled to vote  generally in
the election of directors,  voting  together as a single class.  The Certificate
provides that these  provisions of the Bylaws and Certificate may not be amended
without the  approval  of at least 66 2/3% of the voting  power of all shares of
the Company  entitled to vote  generally  in the election of  directors,  voting
together as a single class. The Bylaws also provide that special meetings of the
shareholders  may only be called  by the  Chairman  of the  Board of  Directors,
singly or at the unanimous  request of the entire Board of  Directors,  and that
the shareholders may not act by written consent.

         The  foregoing  provisions,  together  with  the  classified  Board  of
Directors and the ability of the Board to issue  Preferred Stock without further
shareholder action,  could delay or frustrate the removal of incumbent directors
or the  assumption  of control by the holder of a large  block of the  Company's
Common Stock,  even if such removal or assumption  would be  beneficial,  in the
short term, to shareholders of the Company. The provisions could also discourage
or make more  difficult a merger,  tender offer or proxy  contest,  even if such
event would be favorable to the interests of shareholders.

Item 2.  Exhibits

         1.       All exhibits required by Instruction II to item 2 will be 
                  supplied to the New York Stock Exchange








                                   SIGNATURES


         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, thereunto duly authorized.


                            TETRA TECHNOLOGIES, INC.


Date: October 6, 1997                            /s/ Geoffrey M. Hertel
                                                 ____________________________
                                                 Geoffrey M. Hertel
                                                 Executive Vice President -
                                                 Finance and Administration