<SUBMISSION>
<ACCESSION-NUMBER>0000950129-01-504291
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20011128
<EFFECTIVENESS-DATE>20011128
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>TEAM INC
<CIK>0000318833
<ASSIGNED-SIC>7600
<IRS-NUMBER>741765729
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>0531
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-74070
<FILM-NUMBER>1800873
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>200 HERMANN DRIVE
<CITY>ALVIN
<STATE>TX
<ZIP>77056
<PHONE>2813316154
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1019 SOUTH HOOD STREET
<CITY>ALVIN
<STATE>TX
<ZIP>77551
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>h92581s-8.txt
<DESCRIPTION>TEAM INC - 1998 INCENTIVE STOCK OPTION PLAN
<TEXT>
<PAGE>
       As Filed with the Securities and Exchange Commission on November 28, 2001

                                                 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. 1998 INCENTIVE 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
<Table>
<Caption>
===============================================================================================================
                               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
---------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                    <C>                     <C>
  Common Stock,
  par value $0.30
  per share                    500,000                  $5.70                $2,850,000               $712.50
===============================================================================================================
</Table>
(1)   Estimated solely to determine the registration fee in accordance with Rule
      457(h) under the Securities Act of 1933 based on stock option exercise
      price and market price on November 26, 2001 as reported on the American
      Stock Exchange.


<PAGE>





                 INCORPORATION BY REFERENCE OF CONTENTS OF PRIOR
                           S-8 REGISTRATION STATEMENTs



         The contents of registrant's prior Registration Statement on Form S-8,
Registration No. 333-72331, registering shares of registrant's common stock
underlying options to purchase such common stock under the Team, Inc. 1998
Incentive Stock Option Plan, are incorporated herein by reference.






                                INDEX OF EXHIBITS

     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)      Amendment of November 3, 1998 to Team, Inc. 1998 Incentive
               Stock Option Plan.







                                       2.
<PAGE>
                                   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 November 26, 2001.

                                          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.

<Table>
<Caption>

               Signature                         Title                     Date
               ---------                         -----                     ----
<S>                                       <C>                         <C>
         /s/ PHILIP J. HAWK               Chairman of the Board       November 26, 2001
---------------------------------------   and Chief Executive
             Philip J. Hawk               Officer (Principal
                                          Executive Officer)

        /s/ TED W. OWEN                   Vice President, Chief       November 26, 2001
---------------------------------------   Financial Officer,
            Ted W. Owen                   Secretary and Treasurer
                                          (Principal Financial and
                                          Accounting Officer)

      /s/ GEORGE W. HARRISON              Director                    November 26, 2001
---------------------------------------
          George W. Harrison

      /s/ SIDNEY B. WILLIAMS              Director                    November 26, 2001
---------------------------------------
          Sidney B. Williams

     /s/ E. THEODORE LABORDE              Director                    November 26, 2001
---------------------------------------
         E. Theodore Laborde
</Table>







                                       3.
<PAGE>
                                INDEX OF EXHIBITS

     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)      Amendment of November 3, 1998 to Team, Inc. 1998 Incentive
               Stock Option Plan.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>h92581ex5.txt
<DESCRIPTION>OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS
<TEXT>
<PAGE>





                                    EXHIBIT 5

                        OPINION OF CHAMBERLAIN, HRDLICKA,
                            WHITE, WILLIAMS & MARTIN



<PAGE>
          [CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN LETTERHEAD]





                               November 26, 2001

Team, Inc.
200 Hermann Drive
Alvin, Texas 77511

Gentlemen:

         You have requested that we furnish to you our legal opinion with
respect to the legality of 500,000 shares of common stock, par value $0.30 per
share, of Team, Inc. (the "Company") covered by a Form S-8 Registration
Statement filed with the Securities and Exchange Commission by the Company near
the date hereof, for the purpose of registering the above common stock under the
Securities Act of 1933. The above shares of common stock are subject to issuance
pursuant to the exercise of stock purchase options by certain employees of the
Company acquired pursuant to the Team, Inc. 1998 Incentive Stock Option Plan
("Plan").

         We are furnishing in this letter our legal opinion concerning the
above. In connection with this opinion, we have examined the Articles of
Incorporation, as amended, and Bylaws, as amended, of the Company, the Plan,
applicable Board of Directors resolutions of the Company, the above Registration
Statement, the applicable statutes of the State of Texas, and such other
documents and records which we deemed relevant in order to render this opinion.

         Based upon the foregoing, it is our opinion that:

         1. The Company was duly and validly organized and is validly existing
in good standing as a corporation under the laws of the State of Texas.

         2. When sold and issued in accordance with the Plan and the above
Registration Statement and Prospectus thereunder, the above 500,000 shares of
the Company's common stock will be legally issued, fully paid and
non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
above Registration Statement and to the use of our name wherever it appears
therein.

                                          Very truly yours,

                                          CHAMBERLAIN, HRDLICKA, WHITE,
                                            WILLIAMS & MARTIN, P.C.


                                          /s/ BYRON L. WILLEFORD
                                          By: Byron L. Willeford





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>4
<FILENAME>h92581ex23-a.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>




                                 EXHIBIT 23(a)

                        CONSENT OF DELOITTE & TOUCHE LLP



<PAGE>


                          INDEPENDENT AUDITOR'S CONSENT



We consent to the incorporation by reference in this Registration Statement of
Team, Inc. on Form S-8 of our report dated July 12, 2001, appearing in the
Annual Report on Form 10-K of Team, Inc. for the year ended May 31, 2001.



/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP


Houston, Texas
November 26, 2001





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>5
<FILENAME>h92581ex99-a.txt
<DESCRIPTION>AMENDMENT TO 1998 INCENTIVE STOCK OPTION PLAN
<TEXT>
<PAGE>





                                  EXHIBIT 99(a)

                   AMENDMENT OF NOVEMBER 3, 1998 TO TEAM, INC.
                        1998 INCENTIVE STOCK OPTION PLAN





<PAGE>


                   AMENDMENT EFFECTIVE AS OF NOVEMBER 3, 1998

                                  TO TEAM, INC.

                        1998 INCENTIVE STOCK OPTION PLAN


         WHEREAS, the Board of Directors of Team, Inc. during a meeting held on
September 1, 1999, adopted a resolution amending the Team, Inc. 1998 Incentive
Stock Option Plan ("Plan") effective as of November 3, 1998, to increase the
maximum number of shares which may be offered pursuant to the Plan from 500,000
to 1,000,000.

         NOW, THEREFORE, by order of the Board of Directors, Paragraph 4 of the
Plan has been amended to read in its entirety as follows:

                  "4. Common Stock Subject to Options. The aggregate number of
         shares of the Company's Common Stock which may be issued upon exercise
         of Options granted under the Plan shall not exceed 1,000,000, subject
         to adjustment under the provisions of Paragraph 7. The shares of Common
         Stock to be issued upon the exercise of Options may be authorized but
         unissued shares, shares issued and reacquired by the Company or shares
         bought on the market for the purposes of the Plan. In the event any
         Option shall, for any reason, terminate or expire or be surrendered
         without having been exercised in full, the shares subject to such
         Option but not purchased thereunder shall again be available for
         Options to be granted under the Plan."

EFFECTIVE as of November 3, 1998.



</TEXT>
</DOCUMENT>
</SUBMISSION>
