AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998

REGISTRATION NO. 333-39587
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 2

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EVI WEATHERFORD, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 04-2515019
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

BERNARD J. DUROC-DANNER

EVI WEATHERFORD, INC.

5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(713) 297-8400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

CURTIS W. HUFF

EVI WEATHERFORD, INC.

5 POST OAK PARK, SUITE 1760

HOUSTON, TEXAS 77027-3415

(713) 297-8400

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, 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. [ ]
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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.

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2

PROSPECTUS

727,285 SHARES

EVI WEATHERFORD, INC.

COMMON STOCK

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This Prospectus has been prepared for use in connection with the proposed
sale by certain stockholders (the "Selling Stockholders") of EVI Weatherford,
Inc., a Delaware corporation (the "Company"), of an aggregate of 727,285 shares
(the "Shares") of common stock, $1.00 par value (the "Common Stock"), of the
Company. The Shares may be offered and sold by the Selling Stockholders from
time to time under this Prospectus from the date hereof until August 25, 1998,
directly or through broker-dealers designated from time to time. The Shares may
be sold in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Stockholder, or to a broker-dealer acting as
principal. See "Plan of Distribution".

The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "EVI". On June 23, 1998, the last reported sales price for the
Common Stock as reported on the NYSE was $38 11/16 per share.

The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute to payments the Selling Stockholders may be
required to make in respect thereof. See "Plan of Distribution" and "Selling
Stockholders".

The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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The date of this Prospectus is June , 1998.

TABLE OF CONTENTS

AVAILABLE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
FORWARD-LOOKING STATEMENTS.................................. 4
THE COMPANY................................................. 5
SELLING STOCKHOLDERS........................................ 7
DESCRIPTION OF CAPITAL STOCK................................ 8
PLAN OF DISTRIBUTION........................................ 10
LEGAL MATTERS............................................... 11
EXPERTS..................................................... 11

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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
---------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the Commission at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
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 registrants that file electronically with the Commission. Such
reports, proxy and information statements and other information concerning the
Company can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain items of which are contained in
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission, and
copies of which may be obtained from the Commission at prescribed rates.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed with the Commission and are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Amendment No. 1 and Amendment No. 2 to the
Annual Report on Form 10-K on Forms 10-K/A;

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;

(c) The Company's Current Report on Form 8-K dated May 1, 1997, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated January 14, 1998;

(d) The Company's Current Report on Form 8-K dated November 5, 1997,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated March 26, 1998;

(e) The Company's Current Report on Form 8-K dated December 2, 1997,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated February 13, 1998;

(f) The Company's Current Report on Form 8-K dated January 28, 1998;

(g) The Company's Current Report on Form 8-K dated February 3, 1998;

(h) The Company's Current Report on Form 8-K dated February 19, 1998,
as amended by Amendment No. 1 to the Current Report on Form 8-K on Form
8-K/A dated April 21, 1998;

(i) The Company's Current Report on Form 8-K dated March 5, 1998, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated March 9, 1998;

(j) The Company's Current Report on Form 8-K dated April 20, 1998;

(k) The Company's Current Report on Form 8-K dated April 22, 1998, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated April 24, 1998;

(l) The Company's Current Report on Form 8-K dated May 15, 1998, as
amended by Amendment No. 1 to the Current Report on Form 8-K on Form 8-K/A
dated May 22, 1998;

(m) The Company's Current Report on Form 8-K dated May 27, 1998;

(n) The Company's Current Report on Form 8-K dated June 15, 1998; and

(o) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (filed May 19, 1994) and as amended by
the Company's Registration Statement on Form S-3 (Registration No.
333-12367), including any amendment or report filed for the purpose of
updating such description.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall 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 that
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
Prospectus.

The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to the
Company at 5 Post Oak Park, Suite 1760, Houston, Texas 77027, Attention:
Secretary (Telephone number: (713) 297-8400).
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FORWARD-LOOKING STATEMENTS

Certain statements made herein and in other public filings and releases by
the Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
sales, earnings, margins, production levels and costs, expected savings from
acquisitions and plant expansions, demand for products, product deliveries,
market trends in the oil and gas industry and the oilfield service sector
thereof, research and development, environmental and other expenditures,
currency fluctuations and various business trends. Forward-looking statements
may be made by management orally or in writing including, but not limited to,
the Management's Discussion and Analysis of Financial Condition and Results of
Operations section and other sections of the Company's filings with the
Commission under the Exchange Act and the Securities Act.

Actual results and trends in the future may differ materially depending on
a variety of factors including, but not limited to, whether and for how long the
current pricing trend for oil will continue and the effect thereof on the demand
and price of the Company's products, changes in the price of oil and gas,
changes in the domestic and international rig count, global trade policies,
domestic and international drilling activities, the impact of the economic
downturn in Southeast Asia on the worldwide economies and associated demand for
oil, world-wide political stability and economic growth, including currency
fluctuations, government export and import policies, technological advances
involving the Company's products, the Company's successful execution of internal
operating plans and manufacturing consolidations and restructurings, performance
issues with key suppliers and subcontractors, the ability of the Company to
maintain price increases and market shares, raw material costs changes,
collective bargaining labor disputes, regulatory uncertainties and legal
proceedings. Future results will also be dependent upon the ability of the
Company to successfully integrate the operations of Weatherford with the
Company, as well as its ability to continue to identify and complete successful
acquisitions at acceptable prices, integrate those acquisitions with the
Company's other operations and penetrate existing and new markets. For
additional information regarding risks and uncertainties relating to the
Company, see the Company's reports filed with the Commission referred to under
"Incorporation of Certain Documents by Reference".

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THE COMPANY

GENERAL

The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company's
principal industry segments consist of (i) drilling products, (ii) completion
and oilfield products and services and (iii) artificial lift and compression
products and services. The Company operates in virtually every oil and gas
exploration and production region in the world.

The Company's drilling products segment manufactures (i) drill pipe and
other drilling products, (ii) premium engineered connections and associated
tubulars and (iii) marine connectors and related accessories. The Company's
drilling products are designed and engineered for high performance applications.
Drill pipe, as well as drill collars, heavyweights and kellys manufactured by
the Company, serve as the principal mechanical drilling tools used to drill an
oil or natural gas well. These products constitute all components of the drill
stem used to drill a well from the rig to the drill bit. The Company's premium
tubulars consist of premium tubing, liner and casing and, together with the
Company's line of premium engineered connections, are used for the production of
oil and natural gas in harsh downhole environments. The Company's marine
connector product line consists of downhole conductors for offshore applications
and are used to define the original architecture of an offshore well and to
support subsea applications.

The Company's completion and oilfield products and services segment
manufactures, sells and services cementation products and liner hangers and
equipment used to provide oilfield services. Other products manufactured by this
segment include hydraulic power tongs and related equipment used to provide
tubular running services, milling tools, whipstocks and weighted drill pipe used
in rental and downhole services and sold to customers. This segment also
provides oilfield equipment rental, downhole services and tubular running
services. The Company's rental equipment includes specialized pressure control
equipment, drill string equipment, handling tools, stabilizers and other
equipment and tools used in the drilling, completion and workover of oil and gas
wells. Downhole services include fishing, milling, whipstock installation and
retrieval, well control assistance, plugging and abandonment services, pipe
recovery wireline services, foam services and internal casing patch
installation.

The Company's artificial lift and compression segment (i) designs,
manufactures and services a complete line of artificial lift equipment and (ii)
manufactures, packages, rents and sells parts and services for gas compressor
units over a broad horsepower range. The Company's artificial lift product line
includes a wide range of downhole pumps, surface pump drive units, gas lift
equipment, hydraulic lift products and progressing cavity pumps. The Company's
gas compressor units are used for increasing natural gas pressure to facilitate
gas flow from the wellhead and through gas gathering systems and processing
plants and injecting natural gas into oil wells to enhance recovery and into gas
storage wells. Other general applications include cogeneration, seismic marine
surveys and natural gas fueling stations.

The Company has achieved significant growth in recent years through a
consistent strategy of synergistic acquisitions and internal development.
Acquisitions have focused on the acquisition of name brand products, geographic
expansion, the development of complete product lines and savings through
consolidation. Internal development has focused on product development and
geographic expansion. The Company's growth strategy has resulted in the Company
becoming the largest manufacturer of drill pipe, drill collars and heavyweight
drill pipe in the world, the largest provider of premium tubular connectors in
North America and one of the largest providers of artificial lift equipment in
the world. The Company is the leading worldwide supplier of rental tools and
fishing and other downhole services and the leading worldwide provider of
tubular running services. To the Company's knowledge, none of its competitors
has as broad a product line of rod lift and progressing cavity pumps.

The Company was incorporated in 1972 as a Massachusetts corporation and was
reincorporated in Delaware in 1980. The Company's corporate office is located at
5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415, and its telephone number
is (713) 297-8400.

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RECENT DEVELOPMENTS

Weatherford Merger. On May 27, 1998, Weatherford merged with and into the
Company pursuant to an Agreement and Plan of Merger dated March 4, 1998, as
amended, between the Company and Weatherford, with the Company being the
surviving corporation (the "Merger"). Following the Merger, the name of the
Company was changed to EVI Weatherford, Inc. Under the terms of the Merger, the
stockholders of Weatherford received 0.95 of a share of the Company's Common
Stock in exchange for each outstanding share of Weatherford common stock
outstanding immediately prior to the Merger.

Christiana Acquisition. In December 1997, the Company entered into a merger
agreement, as amended (the "Christiana Merger Agreement"), with Christiana
Companies, Inc., a Wisconsin corporation ("Christiana"), and C2, Inc., a
Wisconsin corporation, pursuant to which approximately 3.9 million shares of
Common Stock will be issued to the stockholders of Christiana in a merger of a
subsidiary of the Company with and into Christiana (the "Christiana
Acquisition"). Prior to the Christiana Acquisition, Christiana is required to
sell two-thirds of its interest in Total Logistic Control, LLC ("Logistic"), a
wholly owned subsidiary of Christiana, to C2, Inc. for approximately $10.7
million. Following the sale of Logistic, the remaining assets of Christiana will
consist of (i) approximately 3.9 million shares of Common Stock, (ii) a
one-third interest in Logistic and (iii) cash and other assets with a book value
of approximately $10.0 million. It is anticipated that Christiana will have no
material debt as of the date of consummation of the Christiana Acquisition, but
will have various tax liabilities that will be paid with the cash remaining in
Christiana after the Christiana Acquisition.

The Christiana Acquisition is subject to various conditions, including the
approval by the stockholders of the Company and Christiana. Although there can
be no assurance that the Christiana Acquisition will close, the Company
currently anticipates that the acquisition will be consummated shortly after the
approval of the Christiana Acquisition by the stockholders of the Company and
Christiana.

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SELLING STOCKHOLDERS

This Prospectus constitutes a part of the Registration Statement filed by
the Company pursuant to registration rights granted to the Selling Stockholders
in the Agreement and Plan of Merger dated as of July 16, 1997, as amended (the
"Agreement"), by and among XLS Holding, Inc., a Texas corporation ("XLS"), the
Company, GPXL, Inc., a Texas corporation and wholly owned subsidiary of the
Company ("GPXL"), and the Selling Stockholders. The Agreement was entered in
conjunction with the Company's acquisition of XLS through a merger (the
"Merger") of GPXL with and into XLS. Pursuant to the terms of the Agreement, the
Company has agreed to pay all expenses of registering the Shares under the
Securities Act, including, without limitation, all registration and filing fees,
printing expenses and the fees and disbursements of the counsel and accountants
for the Company. The Agreement also provides that the Company will indemnify the
Selling Stockholders against certain civil liabilities, including liabilities
under the Securities Act, or to contribute to payments the Selling Stockholders
may be required to make in respect thereof. The Selling Stockholders will pay
all fees and disbursements of their counsel and all brokerage fees, commissions
and expenses, if any, applicable to the Shares sold by them.

The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each Selling Stockholder as of June
23, 1998, all of which may be sold pursuant to this Prospectus:

NAME OF NUMBER OF PERCENT OF
SELLING STOCKHOLDER SHARES OWNED(1) OUTSTANDING SHARES
------------------- --------------- ------------------

Paul A. Pigue....................................... 23,623 *
Marvin E. Odum, Jr.................................. 105,681 *
Brian Jennings Odum "S" Corp. Trusts................ 15,748 *
John Paul Preston "S" Corp. Trusts.................. 166,980 *
W. A. Taylor........................................ 7,246 *
Hydril Company...................................... 408,007 *

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

* Less than 1%

(1) Because the Selling Stockholders may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders upon
termination of any such sales.

Prior to the Merger, all of the Selling Stockholders were stockholders of
XLS, and Paul A. Pigue, Marvin E. Odum, Jr., Brian J. Odum, the trustee and
beneficiary of the Brian Jennings Odum "S" Corp. Trusts, John P. Preston, the
trustee and beneficiary of the "S" Corp. Trusts, and W. A. Taylor were officers
of XLS. Additionally, Messrs. Pigue, Marvin Odum and Christopher T. Seaver,
President of Hydril Company, were directors of XLS. Following the Merger, all of
such persons ceased to be officers and directors of XLS. Messrs. Marvin Odum,
Brian Odum and Preston are continuing to be employed by a subsidiary of the
Company at annual base salaries of $164,880, $84,960 and $132,000, respectively.
None of the Selling Stockholders have, within the past three years, held any
position, office or other material relationship with the Company or any of its
predecessors or affiliates, except as noted above.

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DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 250,000,000 shares of
Common Stock, par value $1.00 per share, and 3,000,000 shares of Preferred
Stock, par value $1.00 per share ("Preferred Stock"). At June 22, 1998,
96,966,877 shares of Common Stock were outstanding, including (i) 50,228 shares
of Common Stock remaining to be exchanged for shares of common stock of GulfMark
International, Inc. ("GulfMark") in connection with the Company's prior
acquisition of GulfMark, (ii) 7,381 shares of Common Stock remaining to be
exchanged for common shares of Taro Industries Limited ("Taro") in connection
with the Company's prior acquisition of Taro and (iii) 1,990,095 shares of
Common Stock remaining to be exchanged for shares of common stock of Weatherford
in connection with the Merger. In addition, at June 22, 1998, there were (i)
5,031,250 shares of Common Stock reserved for issuance upon the conversion of
the Company's 5% Convertible Subordinated Preferred Equivalent Debentures due
2027 (ii) 3,900,000 shares of Common Stock reserved for issuance pursuant to the
proposed Christiana Acquisition (see "The Company -- Recent
Developments -- Christiana Acquisition") and (iii) shares of Common
Stock reserved for issuance pursuant to various benefit plans of the Company and
its subsidiaries, of which shares of Common Stock were reserved for
issuance upon the exercise of outstanding options and awards. At June 22, 1998,
there were no shares of Preferred Stock issued or outstanding. The holders of
shares of Common Stock are not liable to further calls or assessments by the
Company. The description below is a summary of and is qualified in its entirety
by the provisions of the Company's Amended and Restated Certificate of
Incorporation as currently in effect.

Subject to the rights of the holders of any outstanding shares of Preferred
Stock and those rights provided by law, (i) dividends may be declared and paid
or set apart for payment upon the Common Stock out of any assets or funds of the
Company legally available for the payment of dividends and may be payable in
cash, stock or otherwise, (ii) the holders of Common Stock have the exclusive
right to vote for the election of directors and, except as provided below, on
all other matters requiring stockholder action generally, with each share being
entitled to one vote and (iii) upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company, the net assets of the Company will be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests to the exclusion of the holders of any
outstanding shares of Preferred Stock.

Although the holders of the Common Stock are generally entitled to vote for
the approval of amendments to the Company's Amended and Restated Certificate of
Incorporation, the voting rights of the holders of the Common Stock are limited
with respect to certain amendments to the Company's Amended and Restated
Certificate of Incorporation that affect only the holders of the Preferred
Stock. Specifically, subject to the rights of any outstanding shares of any
series of Preferred Stock, the Company's Amended and Restated Certificate of
Incorporation provides that it may be amended from time to time in any manner
that would solely modify or change the relative powers, preferences and rights
and the qualifications or restrictions of any issued shares of any series of
Preferred Stock then outstanding with the only required vote or consent for
approval of such amendment being the affirmative vote or consent of the holders
of a majority of the outstanding shares of the series of Preferred Stock so
affected, provided that the powers, preferences and rights and the
qualifications and limitations or restrictions of such series after giving
effect to such amendment are no greater than the powers, preferences and rights
and qualifications and limitations or restrictions permitted to be fixed and
determined by the Board of Directors with respect to the establishment of any
new series of shares of Preferred Stock pursuant to the authority vested in the
Board of Directors as to such matters.

Holders of the Common Stock do not have any cumulative voting, redemptive
or conversion rights and have no preemptive rights to subscribe for, purchase or
receive any class of shares or securities of the Company. Holders of the Common
Stock have no fixed dividend rights. Dividends may be declared by the Board of
Directors at its discretion depending on various factors, although no dividends
are anticipated for the foreseeable future.

The Preferred Stock may be issued from time to time in one or more series,
with each such series having such powers, preferences and rights and
qualifications and limitations or restrictions as may be fixed by the

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Company's Board of Directors pursuant to the resolution or resolutions providing
for the issuance of such series.

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 Company of stock or any transaction
from which the director derived an improper personal benefit. The Company's
Amended and Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company or its stockholders for monetary damages
for breach of their fiduciary duty, subject to the above described exceptions
specified by Delaware law.

As a Delaware corporation, the Company is subject to Section 203 of the
Delaware General Corporation Law (the "DGCL"). In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the time such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.

The Registrar and Transfer Agent for the Company Common Stock is American
Stock Transfer and Trust Company, New York, New York.

9
11

PLAN OF DISTRIBUTION

The Shares may be sold under this Prospectus pursuant to the methods
described below from time to time from the date hereof until August 25, 1998, by
or for the account of the Selling Stockholders on the NYSE or otherwise in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices determined on a negotiated or competitive bid basis.
The Shares may be sold by any one or more of the following methods: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (d) privately negotiated transactions.
The Selling Stockholders may effect such transactions by selling Shares through
broker-dealers, and such broker-dealers may receive compensation in the form of
commissions from the Selling Stockholders (which commissions will not exceed
those customary in the types of transactions involved). The Selling Stockholders
and any broker-dealers that participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any profit on the sale of Shares by it and any
fees and commissions received by any such broker-dealers may be deemed to be
underwriting discounts and commissions.

At the time a particular offering of Common Stock is made hereunder, to the
extent required by law, a Prospectus Supplement will be distributed which will
set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price, the name or names of any dealers or
agents, the purchase price paid for Common Stock purchased from the Selling
Stockholders and any items constituting compensation from the Selling
Stockholders.

The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby.

LEGAL MATTERS

In connection with the Common Stock offered hereby, the validity of the
shares being offered will be passed upon for the Company by Fulbright & Jaworski
L.L.P., Houston, Texas. Uriel E. Dutton, a former director of the Company, is a
partner of Fulbright & Jaworski L.L.P. Mr. Dutton currently holds options to
purchase 70,000 shares of Common Stock, which options were granted to him
pursuant to the Company's Amended and Restated Non-Employee Director Stock
Option Plan. In addition, Curtis W. Huff, who serves as of Counsel at Fulbright
& Jaworski L.L.P., is Senior Vice President, General Counsel and Secretary of
the Company and pursuant to an agreement with the Company holds 75,000
restricted shares of Common Stock and options to purchase 100,000 shares of
Common Stock.

EXPERTS

The Company's historical and supplemental restated consolidated financial
statements as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, incorporated by reference in this Prospectus
and 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 herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.

Weatherford's consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus and 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 herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

Christiana's consolidated financial statements as of June 30, 1997 and 1996
and for each of the three years in the period ended June 30, 1997, included in
this Prospectus and the Registration Statement have been

10
12

audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

GulfMark Retained Assets' financial statements as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
incorporated by reference in this Prospectus and 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 herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

The consolidated financial statements of Trico Industries, Inc. as of and
for the years ended December 31, 1996 and 1995 appearing in the Company's
Amendment No. 1 to Form 8-K dated December 2, 1997 on Form 8-K/A, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

The combined financial statements for BMW Monarch (Lloydminster) Ltd. and
BMW Pump, Inc. as of March 31, 1997 and 1996, and for each of the two years in
the period ended March 31, 1997, incorporated by reference in this Prospectus
and the Registration Statement have been audited by Arthur Andersen & Co.,
independent chartered accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.

11
13

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......... $19,033
New York Stock Exchange Listing Fee......................... 1,500
Legal Fees and Expenses..................................... 7,500
Accounting Fees and Expenses................................ 2,500
Blue Sky Fees and Expenses (including legal fees)........... 1,000
Miscellaneous............................................... 3,467
-------
TOTAL............................................. $35,000
=======

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 Restated Certificate of Incorporation 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 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 current 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.

II-1
14

ITEM 16. EXHIBITS.

2.1 -- Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.1 to
Amendment No. 1 to Form 8-K on Form 8-K/A, File 1-13086,
filed March 9, 1998).
2.2 -- Amendment No. 1 dated as of April 17, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
by and between EVI, Inc. and Weatherford Enterra, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form
8-K, File 1-13086, filed April 21, 1998).
2.3 -- Amendment No. 2 dated as of April 22, 1998, to the
Agreement and Plan of Merger dated as of March 4, 1998,
as amended, by and between EVI, Inc. and Weatherford
Enterra, Inc. (incorporated by reference to Exhibit No.
2.3 to Form 8-K, File 1-13086, filed April 23, 1998).
2.4 -- Share Purchase Agreement made and entered into as of
January 30, 1998, by and among the shareholders of Nika
Enterprises Ltd., an Alberta corporation, listed on the
signature pages thereto and EVI Oil Tools Canada Ltd., an
Alberta corporation (incorporated by reference to Exhibit
No. 2.1 to the Form 8-K, File 1-13086, filed March 3,
1998).
2.5 -- Agreement and Plan of Merger dated December 12, 1997, by
and among EVI, Inc., Christiana Acquisition, Inc.,
Christiana Companies, Inc. and C2, Inc. (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-13086,
filed December 31, 1997).
2.6 -- Agreement dated December 12, 1997, by and among EVI,
Inc., Christiana Companies, Inc., Total Logistic Control
LLC and C2, Inc. (incorporated by reference to Exhibit
No. 2.2 to Form 8-K, File 1-13086, filed December 31,
1997).
2.7 -- Letter Agreement dated December 12, 1997, by and among
EVI, Inc., Christiana Acquisition, Inc., Christiana
Companies, Inc. and C2, Inc. (incorporated by reference
to Exhibit No. 2.3 to Form 8-K, File 1-13086, filed
December 31, 1997).
2.8 -- Amended and Restated Arrangement Agreement by and between
Taro Industries Limited, and EVI, Inc. and 756745 Alberta
Ltd. And 759572 Alberta Ltd. dated as of December 5, 1997
(incorporated by reference to Exhibit No. 2.4 to Form
8-K, File 1-13086, filed December 31, 1997).
2.9 -- Stock Purchase Agreement dated as of October 9, 1997,
between EVI, Inc. and PACCAR Inc (incorporated by
reference to Exhibit No. 2.1 to Form 8-K, File 1-13086,
filed October 21, 1997).
2.10 -- Stock Purchase Agreement dated as of October 9, 1997,
among certain shareholders of BMW Monarch (Lloydminster)
Ltd., the shareholders of BMW Pump Inc., the shareholder
of Makelki Holdings Ltd., the shareholder of 589979
Alberta Ltd., the shareholders of 600969 Alberta Ltd.,
the shareholders of 391862 Alberta Ltd. and EVI, Inc.
(incorporated by reference to Exhibit No. 2.2 to Form
8-K, File 1-13086, filed October 21, 1997).
2.11 -- Agreement and Plan of Merger dated as of July 16, 1997,
as amended, by and among XLS Holding, Inc., EVI, Inc. and
GPXL, Inc. (incorporated by reference to Exhibit No. 2.1
to Form 8-K, File 1-13086, filed August 26, 1997).
2.12 -- Stock Purchase Agreement dated as of February 21, 1997,
among Seigo Arai, Kanematsu USA Inc. and Energy Ventures,
Inc. (incorporated by reference to Exhibit No. 2.1 to
Form 8-K, File 1-13086, filed March 17, 1997).
2.13 -- Agreement and Plan of Merger dated as of December 5,
1996, among Energy Ventures, Inc., GulfMark Acquisition
Co., GulfMark International, Inc. and New GulfMark
International, Inc. (incorporated by reference to Exhibit
No. 2.2 to Form 8-K, File 1-13086, filed December 26,
1996).
2.14 -- Agreement and Plan of Distribution dated as of December
5, 1996, by and among GulfMark International, Inc., New
GulfMark International, Inc. and Energy Ventures, Inc.
(incorporated by reference to Exhibit No. 2.3 to Form
8-K, File 1-13086, filed December 26, 1996).
2.15 -- First Amendment to Agreement and Plan of Merger dated as
of March 27, 1997, by and among Energy Ventures, Inc.,
GulfMark Acquisition Co., GulfMark International, Inc.
and GulfMark Offshore, Inc. (incorporated by reference to
Exhibit No. 2.3 to the Registration Statement on Form S-4
(Reg. No. 333-24133)).

II-2
15

2.16 -- Stock Purchase Agreement dated as of September 14, 1996,
by and among Parker Drilling Company and Energy Ventures,
Inc. (incorporated by reference to Exhibit 2.1 to Form
8-K, File 1-13086, filed October 3, 1996).
2.17 -- Agreement and Plan of Merger dated as of June 20, 1996
between Energy Ventures, Inc., TCA Acquisition, Inc. and
Tubular Corporation of America (incorporated by reference
to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed June
24, 1996).
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit No. 3.1
to the Form 8-K, File 1-13086, filed June 2, 1998).
3.2 -- Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit No. 3.2 to Form
8-K, File 1-13086, filed June 2, 1998).
4.1 -- See Exhibit Nos. 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
Amended and Restated 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 Weatherford, 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 the Form 8-K, File
1-13086, filed June 15, 1998).
4.3 -- Indenture dated March 15, 1994, among Energy Ventures,
Inc., as Issuer, the Subsidiary Guarantors party thereto,
as Guarantors, and Chemical Bank, as Trustee
(incorporated by reference to Form 8-K, File 1-13086,
filed April 5, 1994).
4.4 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K, File
1-13086, filed April 5, 1994).
4.5 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as trustee,
dated June 30, 1995 (incorporated by reference to Exhibit
No. 4.4 to the Registration Statement on Form S-3 (Reg.
No. 33-61933)).
4.6 -- Second Supplemental Indenture by and among Energy
Ventures, Inc., EVI Arrow, Inc., EVI Watson, Inc. and The
Chase Manhattan Bank, as trustee, dated effective as of
December 6, 1996 (incorporated by reference to Exhibit
4.6 to Form 10-K, File 1-13086, filed March 20, 1997).
4.7 -- Third Supplemental Indenture by and among EVI, Inc.,
Ercon, Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of May 1, 1997 (incorporated by
reference to Exhibit 99.2 to Form 8-K, File 1-13086,
filed October 27, 1997).
4.8 -- Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K,
File 1-13086, filed October 27, 1997).
4.9 -- Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K,
File 1-13086, filed December 31, 1997).
4.10 -- 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 the Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.11 -- 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).
4.12 -- 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
Form 8-K, File 1-13086, filed November 5, 1997).
4.13 -- 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).

II-3
16

4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, by and among EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit No. 4.1 to Form 8-K, File
1-13086, filed June 2, 1998).
4.15 -- 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).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of EVI Weatherford, Inc.
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-5).

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

* Previously filed.

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

ITEM 17. UNDERTAKINGS.

The undersigned Company 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 Company 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.

(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.

II-4
17

The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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 Company
pursuant to the Securities Act or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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-5
18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 June 23, 1998.

EVI WEATHERFORD, INC.

By: /s/ BERNARD J. DUROC-DANNER
----------------------------------
Bernard J. Duroc-Danner

President, Chief Executive
Officer,

Chairman of the Board and Director

(Principal 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 on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ BERNARD J. DUROC-DANNER President, Chief Executive June 23, 1998
- ----------------------------------------------------- Officer, Chairman of the Board
Bernard J. Duroc-Danner and Director (Principal
Executive Officer)

/s/ JAMES G. KILEY Senior Vice President and Chief June 23, 1998
- ----------------------------------------------------- Financial Officer (Principal
James G. Kiley Financial Officer)

/s/ FRANCES R. POWELL Vice President, Accounting and June 23, 1998
- ----------------------------------------------------- Controller (Principal
Frances R. Powell Accounting Officer)

/s/ DAVID J. BUTTERS* Director June 23, 1998
- -----------------------------------------------------
David J. Butters

/s/ SHELDON B. LUBAR* Director June 23, 1998
- -----------------------------------------------------
Sheldon B. Lubar

/s/ ROBERT B. MILLARD* Director June 23, 1998
- -----------------------------------------------------
Robert B. Millard

/s/ ROBERT A. RAYNE* Director June 23, 1998
- -----------------------------------------------------
Robert A. Rayne
Director
- -----------------------------------------------------
Philip Burguieres
Director
- -----------------------------------------------------
William E. Macaulay
Director
- -----------------------------------------------------
Robert K. Moses, Jr.

*By: /s/ JAMES G. KILEY
-------------------------------------------------
James G. Kiley
Pursuant to Power of Attorney

II-6
19

INDEX TO EXHIBITS

NUMBER EXHIBIT
------ -------

2.14 -- Agreement and Plan of Distribution dated as of December
5, 1996, by and among GulfMark International, Inc., New
GulfMark International, Inc. and Energy Ventures, Inc.
(incorporated by reference to Exhibit No. 2.3 to Form
8-K, File 1-13086, filed December 26, 1996).
2.15 -- First Amendment to Agreement and Plan of Merger dated as
of March 27, 1997, by and among Energy Ventures, Inc.,
GulfMark Acquisition Co., GulfMark International, Inc.
and GulfMark Offshore, Inc. (incorporated by reference to
Exhibit No. 2.3 to the Registration Statement on Form S-4
(Reg. No. 333-24133)).
2.16 -- Stock Purchase Agreement dated as of September 14, 1996,
by and among Parker Drilling Company and Energy Ventures,
Inc. (incorporated by reference to Exhibit 2.1 to Form
8-K, File 1-13086, filed October 3, 1996).
2.17 -- Agreement and Plan of Merger dated as of June 20, 1996
between Energy Ventures, Inc., TCA Acquisition, Inc. and
Tubular Corporation of America (incorporated by reference
to Exhibit No. 2.1 to Form 8-K, File 1-13086, filed June
24, 1996).
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit No. 3.1
to the Form 8-K, File 1-13086, filed June 2, 1998).
3.2 -- Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit No. 3.2 to Form
8-K, File 1-13086, filed June 2, 1998).
4.1 -- See Exhibit Nos. 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
Amended and Restated 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 Weatherford, 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 the Form 8-K, File
1-13086, filed June 15, 1998).
4.3 -- Indenture dated March 15, 1994, among Energy Ventures,
Inc., as Issuer, the Subsidiary Guarantors party thereto,
as Guarantors, and Chemical Bank, as Trustee
(incorporated by reference to Form 8-K, File 1-13086,
filed April 5, 1994).
4.4 -- Specimen 10 1/4% Senior Note due 2004 of Energy Ventures,
Inc. (incorporated by reference to Form 8-K, File
1-13086, filed April 5, 1994).
4.5 -- First Supplemental Indenture by and among Energy
Ventures, Inc., Prideco and Chemical Bank, as trustee,
dated June 30, 1995 (incorporated by reference to Exhibit
No. 4.4 to the Registration Statement on Form S-3 (Reg.
No. 33-61933)).
4.6 -- Second Supplemental Indenture by and among Energy
Ventures, Inc., EVI Arrow, Inc., EVI Watson, Inc. and The
Chase Manhattan Bank, as trustee, dated effective as of
December 6, 1996 (incorporated by reference to Exhibit
4.6 to Form 10-K, File 1-13086, filed March 20, 1997).
4.7 -- Third Supplemental Indenture by and among EVI, Inc.,
Ercon, Inc. and The Chase Manhattan Bank, as trustee,
dated effective as of May 1, 1997 (incorporated by
reference to Exhibit 99.2 to Form 8-K, File 1-13086,
filed October 27, 1997).
4.8 -- Fourth Supplemental Indenture by and among EVI, Inc., XLS
Holding, Inc., XL Systems, Inc. and The Chase Manhattan
Bank, as trustee, dated effective as of August 25, 1997
(incorporated by reference to Exhibit 99.3 to Form 8-K,
File 1-13086, filed October 27, 1997).
4.9 -- Fifth Supplemental Indenture by and between EVI, Inc. and
The Chase Manhattan Bank dated as of December 12, 1997
(including the Form of Note and Form of Exchange Note)
(incorporated by reference to Exhibit 4.1 to Form 8-K,
File 1-13086, filed December 31, 1997).

NUMBER EXHIBIT
------ -------

4.10 -- 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 the Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.11 -- 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).
4.12 -- 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
Form 8-K, File 1-13086, filed November 5, 1997).
4.13 -- 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).
4.14 -- First Supplemental Indenture dated and effective as of
May 27, 1998, by and among EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit No. 4.1 to Form 8-K, File
1-13086, filed June 2, 1998).
4.15 -- 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).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of EVI Weatherford, Inc.
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-5).

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* Previously filed.