As filed with the Securities and Exchange Commission on May 10, 2001

Registration Number 333-
---------

SECURITIES AND EXCHANGE COMMISSION

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WEATHERFORD INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

04-2515019
(I.R.S. Employer Identification No.)

515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000

(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

BURT M. MARTIN
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED SHARE(1) OFFERING PRICE (1) REGISTRATION FEE
--------------------------- ----------------------- ------------------ -------------------------- ----------------

Common Stock, $1.00 par value 5,000,000(2) $53.425 $267,125,000.00 $66,785.00

(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933 and based upon
the average of the high and low sale prices of the Common Stock as reported
by the New York Stock Exchange on May 8, 2001.

(2) Includes an indeterminable number of shares that may be issued under the
terms of the Sale and Purchase Agreement dated February 24, 2001, among the
Registrant, an affiliate of the Registrant and the selling stockholders
named herein, as amended.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated May 10, 2001

PROSPECTUS

3,387,317 Shares

WEATHERFORD INTERNATIONAL, INC.

Common Stock

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

The selling stockholders of Weatherford International, Inc. listed on page
4 may offer and resell up to 3,387,317 shares of our common stock under this
prospectus. We will not receive any of the proceeds from sales of shares by the
selling stockholders.

Our common stock is traded on the New York Stock Exchange under the symbol
"WFT". On May 8, 2001, the last reported sales price for our common stock on the
New York Stock Exchange was $53.86 per share.

The selling stockholders may sell these shares from time to time on the New
York Stock Exchange or otherwise. They may sell the shares at prevailing market
prices or at prices negotiated with buyers. The selling stockholders will be
responsible for their legal fees in excess of $10,000 and for any commissions or
discounts due to brokers or dealers. The amount of those commissions or
discounts will be negotiated before the sales. We will pay all of the other
offering expenses.

Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The date of this prospectus is May , 2001.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE
NOR THE SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON
STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. UNDER NO
CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY SALE MADE
PURSUANT TO THIS PROSPECTUS CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME AFTER THE DATE OF THIS
PROSPECTUS. IN THIS PROSPECTUS, WHEN WE REFER TO WEATHERFORD AND USE PHRASES
SUCH AS "WE" AND "US", WE ARE GENERALLY REFERRING TO WEATHERFORD INTERNATIONAL,
INC. AND ITS SUBSIDIARIES AS A WHOLE OR ON A DIVISION BASIS DEPENDING ON THE
CONTEXT IN WHICH THE STATEMENTS ARE MADE.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION.......................2

SELLING STOCKHOLDERS......................................4

PLAN OF DISTRIBUTION......................................5

LEGAL MATTERS.............................................6

EXPERTS...................................................6

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. You may inspect and copy those reports, proxy
statements and other information at the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.

The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. You can also inspect and copy those reports,
proxy and information statements and other information at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which
our common stock is listed.

We have filed with the SEC a registration statement on Form S-3 covering
the shares offered by this prospectus. This prospectus is only a part of the
registration statement and does not contain all of the information in the
registration statement. For further information on us and the common stock being
offered, please review the registration statement and the exhibits that are
filed with it. Statements made in this prospectus that describe documents may
not necessarily be complete. We recommend that you review the documents that we
have filed with the registration statement to obtain a more complete
understanding of those documents.

The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.

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The following documents that we have filed with the SEC (File No.1-13086)
are incorporated by reference into this prospectus:

o Our Annual Report on Form 10-K for the year ended December 31, 2000,
as amended by Amendment Nos. 1 and 2 to Form 10-K and Forms 10-K/A;

o Our Current Report on Form 8-K dated January 30, 2001;

o Our Current Report on Form 8-K dated February 9, 2001, as amended by
Amendment No. 1 to Form 8-K on Form 8-K/A;

o Our Current Report on Form 8-K dated April 19, 2001; and

o The description of our common stock contained in our Registration
Statement on Form 8-A (filed May 19, 1994) and as amended by our
Registration Statement on Form S-3 (Registration No. 333-44272),
including any amendment or report filed for the purpose of updating
such description.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus or
after the date of the registration statement of which this prospectus forms a
part and prior to effectiveness of the registration statement will be deemed to
be incorporated in this prospectus by reference and will be a part of this
prospectus from the date of the filing of the document. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this prospectus modifies or supersedes that statement. Any
statement that is modified or superseded will not constitute a part of this
prospectus, except as modified or superseded.

We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 515
Post Oak Boulevard, Suite 600, Houston, Texas 77027, Attention: Secretary
(telephone number: (713) 693-4000). If you have any other questions regarding
us, please contact our Investor Relations Department in writing (515 Post Oak
Blvd., Suite 600, Houston, Texas 77027) or by telephone ((713) 693-4000) or
visit our website at www.weatherford.com.

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SELLING STOCKHOLDERS

The selling stockholders acquired their shares of common stock from us in
connection with our acquisition of their shares of Orwell Group plc. Each of the
selling stockholders is a party to a registration rights agreement in which we
agreed to register the shares of common stock issued to them in the acquisition
and to use our best efforts to keep the registration statement effective until
all of the registered shares of common stock are sold or may be sold under Rule
144(k) under the Securities Act of 1933, which should be no later April 19,
2003. Registration of these shares does not necessarily mean that the selling
stockholders will sell any or all of the shares.

3i Group plc may assign its registration rights to any of its affiliates to
whom it transfers any of its shares. Additionally, members of the Suttie family
may assign their registration rights to transferees of their shares who receive
the shares by gift, will or through trusts. These transferees or donees will be
included in a prospectus supplement if they wish to use this prospectus to
re-offer the shares.

We will pay all expenses of registering the shares under the Securities Act
of 1933, including all registration and filing fees, printing expenses, the fees
and disbursements of our counsel and accountants and up to $10,000 of the fees
and disbursements for one counsel for the selling stockholders. We also will
indemnify the selling stockholders against certain civil liabilities, including
liabilities under the Securities Act of 1933, or will contribute to payments the
selling stockholders may be required to make in respect thereof. The selling
stockholders will pay any brokerage commissions and similar expenses
attributable to the sale of the shares.

The following table sets forth the beneficial ownership of common stock by
each selling stockholder as of May 10, 2001, all of which may be sold pursuant
to this prospectus:

Name of Number of Percent of
Selling Stockholder Shares Owned (1) Outstanding Shares
-------------------- ----------------- ------------------

3i Group plc............................................ 921,219 *
David A. Suttie......................................... 83,747 *
Dorothy E. Suttie....................................... 435,485 *
Ian Alexander Suttie.................................... 1,899,298(2) *
Ian Suttie Trust (3).................................... 47,568 *
- ----------

* Less than 1%
(1) Because the selling stockholders may offer all or a portion of the shares
pursuant to this prospectus, we cannot estimate to the number of shares of
our common stock that the selling stockholders will hold upon termination
of any sales.

(2) Includes 290,610 shares held in escrow to secure certain indemnification
obligations to us in connection with our acquisition from the selling
stockholders of their shares of Orwell Group plc. The escrowed shares, or
the proceeds from any sales of those shares, will be released from escrow
upon the later of April 19, 2002 or the disposition of any claims we have
made for indemnification prior to that date.

(3) Trustees are P & W Trustees Limited and Ian Alexander Suttie. Ian Alexander
Suttie is the sole beneficiary under the Ian Suttie Trust.

Ian Alexander Suttie and Dorothy E. Suttie are husband and wife. David A.
Suttie is the brother of Ian Alexander Suttie. Ian Alexander Suttie is serving
as a temporary nominee director for three of the subsidiaries of Orwell Group
plc until we can appoint new directors.

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PLAN OF DISTRIBUTION

The selling stockholders have advised us that they may offer and sell the
shares of common stock offered by this prospectus from time to time in one or
more of the following transactions:

o through the New York Stock Exchange or any other securities exchange
that quotes the common stock

o in the over-the-counter market

o in transactions other than on such exchanges or in the
over-the-counter market (including negotiated transactions and other
private transactions)

o in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales

o by pledge to secure debts and other obligations or on foreclosure of a
pledge

o through put or call options, including the writing of exchange-traded
call options, or other hedging transactions related to the common
stock

o in a combination of any of the above transactions.

The selling stockholders also have advised us that the hedging transactions
that may be entered into by the selling stockholders from time to time may
include, among others, one or more of the following transactions, in which a
selling stockholder may:

o enter into transactions with a broker-dealer or any other person in
connection with which such broker-dealer or other person will engage
in short sales of the common stock under this prospectus, in which
case such broker-dealer or other person may use shares of common stock
received from the selling stockholder to close out its short positions

o sell common stock short itself and redeliver shares offered by this
prospectus to close out its short positions or to close out stock
loans incurred in connection with their short positions

o enter into option or other types of transactions that require the
selling stockholder to deliver common stock to a broker-dealer or any
other person, who will then resell or transfer the common stock under
this prospectus or

o loan or pledge the common stock to a broker-dealer or any other
person, who may sell the loaned shares or, in an event of default in
the case of a pledge, sell the pledged shares under this prospectus.

The selling stockholders have advised us that they may use broker-dealers
or other persons to sell their shares in transactions that may include, among
others, one or more of the following:

o a block trade in which a broker-dealer or other person may resell a
portion of the block, as principal or agent, in order to facilitate
the transaction

o purchases by a broker-dealer or other person, as principal, and resale
by the broker-dealer or other person for its account

o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.

Broker-dealers or other persons may receive discounts or commissions from the
selling stockholders, or they may receive commissions from purchasers of shares
for whom they acted as agents, or both. Broker-dealers or other persons

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engaged by the selling stockholders may allow other broker-dealers or other
persons to participate in resales. The selling stockholders may agree to
indemnify any broker-dealer or agent against certain liabilities related to the
selling of the shares, including liabilities arising under the Securities Act of
1933. If a broker-dealer purchases shares as a principal, it may resell the
shares for its own account under this prospectus. A distribution of the common
stock by the selling stockholders may also be effected through the issuance by
the selling stockholders or others of derivative securities, including warrants,
exchangeable securities, forward delivery contracts and the writing of options.

The selling stockholders have advised us that they may sell their shares at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices and that the
transactions listed above may include cross or block transactions.

Instead of selling common stock under this prospectus, the selling
stockholders have advised us that they may sell common stock in compliance with
the provisions of Rule 144 under the Securities Act of 1933, if available, or
pursuant to other available exemptions from the registration requirements under
the Securities Act.

We have informed the selling stockholders that the anti-manipulation
provisions of Regulation M under the Securities Exchange Act of 1934 may apply
to their sales of common stock.

LEGAL MATTERS

Burt M. Martin, our Vice President - Law, has advised us with respect to
the validity of the shares of common stock offered by this prospectus. Mr.
Martin holds options to purchase 114,013 shares of common stock.

EXPERTS

The consolidated financial statements of Weatherford International, Inc.
and the related consolidated financial statement schedule as of December 31,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, incorporated by reference in this prospectus and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference in reliance upon the authority of Arthur Andersen LLP
as experts in giving said reports.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this offering are:

Securities and Exchange Commission Registration Fee.............$66,785
New York Stock Exchange Listing Fee............................. 1,500
Legal Fees and Expenses......................................... 11,000
Accounting Fees and Expenses.................................... 2,500
Blue Sky Fees and Expenses (including legal fees)............... 1,000
Miscellaneous................................................... 2,215
-------
TOTAL..................................................$85,000
=======

We will pay up to $10,000 of the fees and expenses of one counsel for the
selling stockholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duty, subject to
the described exceptions specified by Delaware law.

Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant 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 Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.
("Lehman Brothers"), constitute two of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of the Registrant at the request of
Lehman Brothers and Holdings.

Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.

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ITEM 16. EXHIBITS.

3.1 - Amended and Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.1 to Form 10-K (File 1-13086) filed
March 30, 1999).
3.2 - By-laws of the Registrant, as amended (incorporated by reference to Exhibit No.
3.2 to Form 8-K (File 1-3086) filed June 2, 1998).
3.3 - Certificate of Designation of the Registrant's Series A Preferred Stock, par value
$1.00 per share (incorporated by reference to Exhibit 3.3 to Registration
Statement on Form S-3 (Reg. No. 333-41344)).
4.1 - See Exhibits numbered 3.1 and 3.2 for provisions of the Amended and Restated
Certificate of Incorporation and By-laws of the Registrant defining the rights of
the holders of Common Stock.
4.2 - Amended and Restated Credit Agreement dated as of May 27, 1998, among EVI, Inc.,
EVI Oil Tools Canada Ltd., Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian
Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the other Lenders defined
therein, including the forms of Notes (incorporated by reference to Exhibit No.
4.1 to Form 8-K (File 1-13086) filed June 16, 1998).
4.3 - Indenture dated as of October 15, 1997, between EVI, Inc. and The Chase Manhattan
Bank, as Trustee (incorporated by reference to Exhibit No. 4.13 to Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.4 - First Supplemental Indenture dated as of October 28, 1997, between EVI, Inc. and
The Chase Manhattan Bank, as Trustee (including Form of Debenture) (incorporated
by reference to Exhibit 4.2 to Form 8-K (File 1-13086) filed November 5, 1997).
4.5 - Registration Rights Agreement dated November 3, 1997, by and among EVI, Inc.,
Morgan Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Credit Suisse First Boston Corporation, Lehman Brothers Inc.,
Prudential Securities Incorporated and Schroder & Co. Inc. (incorporated by
reference to Exhibit 4.3 to Current Report on Form 8-K (File 1-13086) filed
November 5, 1997).
4.6 - Indenture dated May 17, 1996, between Weatherford Enterra, Inc. and Bank of
Montreal Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867) dated May
28, 1996).
4.7 - First Supplemental Indenture dated and effective as of May 27, 1998, between EVI
Weatherford, Inc., the successor by merger to Weatherford Enterra, Inc., and Bank
of Montreal Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867) filed
June 2, 1996).
4.8 - Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May 15, 2006 (incorporated by
reference to Exhibit 4.2 to Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).

4.9 - Registration Rights Agreement, dated as of February 9, 2001, between WEUS Holding,
Inc. and Universal Compression Holdings, Inc. (incorporated by reference to
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on February 14, 2001).
4.10 - Second Supplemental Indenture dated June 30, 2000, between Weatherford International,
Inc. and The Bank of New York, as successor trustee to Bank of Montreal Trust
(including form of Debenture) (incorporated by reference to Exhibit 4.1 to Current
Report on Form 8-K (File No. 1-13086) filed July 10, 2000).
4.11 - Registration Rights Agreement dated June 30, 2000, between Weatherford
International, Inc. and Morgan Stanley & Co. Incorporated (incorporated by
reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-13086) filed
July 10, 2000).
*4.12 - Sale and Purchase Agreement dated February 24, 2001, among Weatherford U.K.
Limited, 3i Group plc, Ian Alexander Suttie and Others and Weatherford
International, Inc., as amended by Letter Agreement dated April 19, 2001.
*4.13 - Registration Rights Agreement dated April 19, 2001, among Weatherford U.K.
Limited, Weatherford International, Inc. and the stockholders listed therein.

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*4.14 - Credit Agreement dated April 26, 2001, among Weatherford International, Inc.,
Weatherford Eurasia Limited, Weatherford Eurasia B.V., Bank One, NA, as
Administrative Agent and Lender, The Royal Bank of Scotland plc, as Documentation
Agent and Lender, Royal Bank of Canada, as Syndication Agent and Lender, ABN AMRO
Bank N.V., as Syndication Agent and Lender, Banc One Capital Markets, Inc., as
Lead Arranger and Sole Book Runner, and the other Lenders defined therein.
*5.1 - Opinion of Burt M. Martin, Vice President - Law and Secretary of the Registrant.
*23.1 - Consent of Arthur Andersen LLP, with respect to the financial statements of
Weatherford International, Inc.
*23.3 - Consent of Burt M. Martin, Vice President - Law and Secretary of the Registrant
(included in Exhibit 5.1).
*24.1 - Powers of Attorney from certain members of the Board of Directors of the Registrant
(contained on page II-5).

- --------------------
* Filed herewith.

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not
filed with this Registration Statement certain instruments defining the rights
of holders of long-term debt of the Registrant and its subsidiaries because the
total amount of securities authorized under any of such instruments does not
exceed 10% of the total assets of the Registrant and its subsidiaries on a
consolidated basis. The Registrant agrees to furnish a copy of any such
agreement to the Commission upon request.

ITEM 17. UNDERTAKINGS.

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;

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

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

Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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(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.

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

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Securities Act 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 Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by 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 Securities Act and will be governed by the final
adjudication of such issue.

II-4
12
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Houston, State of Texas, on May 10, 2001.

WEATHERFORD INTERNATIONAL, INC.

By: /s/ Bernard J. Duroc-Danner
-----------------------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer, Chairman of the
Board and Director (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Burt M.
Martin, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ Bernard J. Duroc-Danner President, Chief Executive Officer, May 10, 2001
- -------------------------------------------
Bernard J. Duroc-Danner Chairman of the Board and Director
(Principal Executive Officer)

/s/ Lisa W. Rodriguez Vice President - Finance and Accounting May 10, 2001
- -------------------------------------------
Lisa W. Rodriguez (Principal Financial and Accounting
Officer)

/s/ David J. Butters Director May 10, 2001
- -------------------------------------------
David J. Butters

/s/ Philip Burguieres Director May 10, 2001
- -------------------------------------------
Philip Burguieres

/s/ Sheldon B. Lubar Director May 10, 2001
- -------------------------------------------
Sheldon B. Lubar

/s/ William E. Macaulay Director May 10, 2001
- -------------------------------------------
William E. Macaulay

/s/ Robert B. Millard Director May 10, 2001
- -------------------------------------------
Robert B. Millard

/s/ Robert K. Moses, Jr. Director May 10, 2001
- -------------------------------------------
Robert K. Moses, Jr.

/s/ Robert A. Rayne Director May 10, 2001
- -------------------------------------------
Robert A. Rayne

II-5
13

INDEX TO EXHIBITS

Number Exhibit
------ -------

3.1 Amended and Restated Certificate of Incorporation
of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.1 to Form 10-K (File
1-13086) filed March 30, 1999).

3.2 By-laws of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.2 to
Form 8-K (File 1-3086) filed June 2, 1998).

3.3 Certificate of Designation of the Registrant's
Series A Preferred Stock, par value $1.00 per
share (incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (Reg. No.
333-41344)).

4.1 See Exhibits numbered 3.1 and 3.2 for provisions
of the Amended and Restated Certificate of
Incorporation and By-laws of the Registrant
defining the rights of the holders of Common
Stock.

4.2 Amended and Restated Credit Agreement dated as of
May 27, 1998, among EVI, Inc., EVI Oil Tools
Canada Ltd., Chase Bank of Texas, National
Association, as U.S. Administrative Agent, The
Bank of Nova Scotia, as Documentation Agent and
Canadian Agent, ABN AMRO Bank, N.V., as
Syndication Agent, and the other Lenders defined
therein, including the forms of Notes
(incorporated by reference to Exhibit No. 4.1 to
Form 8-K (File 1-13086) filed June 16, 1998).

4.3 Indenture dated as of October 15, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit No. 4.13 to
Registration Statement on Form S-3 (Reg. No.
333-45207)).

4.4 First Supplemental Indenture dated as of October
28, 1997, between EVI, Inc. and The Chase
Manhattan Bank, as Trustee (including Form of
Debenture) (incorporated by reference to Exhibit
4.2 to Form 8-K (File 1-13086) filed November 5,
1997).

4.5 Registration Rights Agreement dated November 3,
1997, by and among EVI, Inc., Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc.
(incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K (File 1-13086) filed
November 5, 1997).

4.6 Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company,
as Trustee (incorporated by reference to Exhibit
4.1 to Weatherford Enterra, Inc.'s Current Report
on Form 8-K (File No. 1-7867) dated May 28, 1996).

4.7 First Supplemental Indenture dated and effective
as of May 27, 1998, between EVI Weatherford, Inc.,
the successor by merger to Weatherford Enterra,
Inc., and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1
to Weatherford Enterra, Inc.'s Current Report on
Form 8-K (File No. 1-7867) filed June 2, 1996).

4.8 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes
due May 15, 2006 (incorporated by reference to
Exhibit 4.2 to Weatherford Enterra, Inc.'s Current
Report on Form 8-K (File No. 1-7867) dated May 28,
1996).

4.9 Registration Rights Agreement, dated as of
February 9, 2001, between WEUS Holding, Inc. and
Universal Compression Holdings, Inc. (incorporated
by reference to Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on
February 14, 2001).

4.10 Second Supplemental Indenture dated June 30, 2000,
between Weatherford International, Inc. and The
Bank of New York, as successor trustee to Bank of
Montreal Trust (including form of Debenture)
(incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K (File No. 1-13086)
filed July 10, 2000).

4.11 Registration Rights Agreement dated June 30, 2000,
between Weatherford International, Inc. and Morgan
Stanley & Co. Incorporated (incorporated by
reference to Exhibit 4.2 to Current Report on Form
8-K (File No. 1-13086) filed July 10, 2000).

*4.12 Sale and Purchase Agreement dated February 24,
2001, among Weatherford U.K. Limited, 3i Group
plc, Ian Alexander Suttie and Others and
Weatherford International, Inc., as amended by
Letter Agreement dated April 19, 2001.

*4.13 Registration Rights Agreement dated April 19,
2001, among Weatherford U.K. Limited, Weatherford
International, Inc. and the stockholders listed
therein.

*4.14 Credit Agreement dated April 26, 2001, among
Weatherford International, Inc., Weatherford
Eurasia Limited, Weatherford Eurasia B.V., Bank
One, NA, as Administrative Agent and Lender, The
Royal Bank of Scotland plc, as Documentation Agent
and Lender, Royal Bank of Canada, as Syndication
Agent and Lender, ABN AMRO Bank N.V., as
Syndication Agent and Lender, Banc One Capital
Markets, Inc., as Lead Arranger and Sole Book
Runner, and the other Lenders defined therein.

*5.1 Opinion of Burt M. Martin, Vice President - Law
and Secretary of the Registrant.

*23.1 Consent of Arthur Andersen LLP, with respect to
the financial statements of Weatherford
International, Inc.

*23.3 Consent of Burt M. Martin, Vice President - Law
and Secretary of the Registrant (included in
Exhibit 5.1).

*24.1 Powers of Attorney from certain members of the
Board of Directors of the Registrant (contained on
page II-5).
- ---------------------
* Filed herewith.