Exhibit 3.39

                            CERTIFICATE OF FORMATION

                                       OF

                            REED-HYCALOG RUSSIA, LLC


         This Certificate of Formation of Reed-Hycalog Russia, LLC, (the
"Company") dated December 9, 2002, is being executed by the undersigned for the
purpose of forming a Limited Liability Company pursuant to the Delaware Limited
Liability Company Act.


         FIRST: The name of the limited liability company formed hereby is
Reed-Hycalog Russia, LLC.

         SECOND: The address of the registered office of the Company in the
State of Delaware is Capitol Services, Inc., 615 Dupont Highway, Dover,
Delaware, 19901.

         THIRD: The name and address of the registered agent for service of
process on the Company in the State of Delaware is Capitol Services, Inc., 615
Dupont Highway, Dover, Delaware, 19901.

         FOURTH: Reed-Hycalog Russia, LLC and all members thereof, by the
purchase of interests therein, hereby specify, acknowledge and agree that all
interests in Reed-Hycalog Russia, LLC are securities governed by Article 8 and
all other provisions of the Uniform Commercial Code as adopted and amended in
the State of Delaware (the "UCC"), and pursuant to the terms of Section 8-103 of
the UCC, such interests shall be "securities" for all purposes under such
Article 8 and all other provisions of the UCC.


         IN WITNESS WHEREOF, the undersigned, an authorized person of the
Company, has EXECUTED THIS Certificate of Formation as of the date first above
written.


                                             -----------------------------------
                                             Barbara E. Duren, Authorized Person