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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): May 11, 2005

                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
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             (Exact name of Registrant as specified in its charter)

             Delaware                    1-13817               11-2908692
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 (State or other jurisdiction of        Commission          (I.R.S. Employer
  incorporation or organization)       File Number         Identification No.)

            11615 North Houston Rosslyn
                  Houston, Texas                                  77086
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      (Address of principal executive offices)                  (Zip Code)

      Registrant's telephone number, including area code: (281) 931-8884


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         (Former name, former address and former fiscal year, if changed
                               since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        On May 11, 2005 the Company issued a press release announcing its
financial results for its first quarter ended March 31, 2005. A copy of the
press release issued by the Company is attached hereto as Exhibit 99.1.

        The Company's press release announcing its financial results for its
first quarter ended March 31, 2005 contains non-GAAP financial measures.
Generally, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States
generally accepted accounting principles, or GAAP. Pursuant to the requirements
of Regulation G, the Company has provided quantitative reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

        (c)     Exhibits. The following exhibits are furnished as part of this
                current Report on Form 8-K:

                99.1  Press Release dated May 11, 2005



                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        BOOTS & COOTS INTERNATIONAL WELL
                                          CONTROL, INC.

Date: May 11, 2005                      By:  /s/ KEVIN JOHNSON
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                                             Kevin Johnson
                                             Principal Accounting Officer



                                INDEX TO EXHIBITS

Item    Exhibit
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99.1    Press Release dated May 11, 2005.