Exhibit 3.45

                            CERTIFICATE OF FORMATION

                                       OF

                       GRANT PRIDECO EUROPEAN HOLDING, LLC

         This Certificate of Formation of Grant Prideco European Holding, LLC
(the "Company"), dated December 9, 2002 is being duly executed and filed by
Kimberlee A. Postlethwait, as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act.

         FIRST: The name of the limited liability company formed hereby is Grant
Prideco Finance, LLC.

         SECOND: The address of the registered office of the Company in the
State of Delaware is Griffin Corporate Services, Inc. 300 Delaware Ave., 9th
Floor, DE-5403, Wilmington, County of New Castle, Delaware 19801.

         THIRD: The name and address of the registered agent for the service of
process on the Company in the State of Delaware is Griffin Corporate Services,
Inc. 300 Delaware Ave., 9th Floor, DE-5403, Wilmington, County of New Castle,
Delaware 19801.

         FOURTH: All limited liability company interests in the LLC are
securities by Article 8 and all other provisions of Uniform Commercial Code as
adopted and amended in the State of Delaware on the date hereof (the "UCC"), and
pursuant to the terms of Section 8.103 of the UCC, such limited liability
company interests shall be "securities" for all purposes of such Article 8 and
under all other provisions of the UCC.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                                  -----------------------------
                                                  Kimberlee A. Postlethwait
                                                  Authorized Person