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                                            Filed Pursuant to Rule 424(B)(3)
                                            Registration No. 333-87057
PROSPECTUS

                                3,830,209 Shares

                        Weatherford International, Inc.

                                  Common Stock

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     The selling stockholders of Weatherford International, Inc. listed on page
11 may offer and resell up to 3,830,209 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 September 21, 1999, the last reported sales price for our common stock
on the New York Stock Exchange was $34 9/16 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 (other than the fees of one counsel selected by
them) and 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 (including the fees of the one counsel
selected by the selling stockholders).

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

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     INVESTING IN THESE SHARES INVOLVES RISKS.  SEE "RISK FACTORS" BEGINNING ON
PAGE 7.

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     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.

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               The date of this prospectus is September 22, 1999.
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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
FORWARD-LOOKING STATEMENTS..................................     4
RISK FACTORS................................................     7
SELLING STOCKHOLDERS........................................    11
PLAN OF DISTRIBUTION........................................    11
LEGAL MATTERS...............................................    12
EXPERTS.....................................................    12



                      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 those reports, proxy statements
and other information at the Public Reference Section of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the SEC at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048. Please call the SEC at 1-800-SEC-0300 for further information on the
public reference rooms. You may also obtain copies of those materials from the
Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

     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:

     - Our Annual Report on Form 10-K for the year ended December 31, 1998;

     - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;

     - Our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;

     - Our Current Report on Form 8-K dated February 4, 1999;

     - Our Current Report on Form 8-K dated February 18, 1999;

     - Our Current Report on Form 8-K dated April 29, 1999;

     - Our Current Report on Form 8-K dated May 21, 1999;

     - Our Current Report on Form 8-K dated July 21, 1999;

     - Our Current Report on Form 8-K dated August 17, 1999;

     - Our Current Report on Form 8-K dated August 31, 1999; and

     - 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-4, as amended (Registration No.
       333-58741), 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 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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                           FORWARD-LOOKING STATEMENTS

     This prospectus and our other filings with the SEC and public releases
contain statements relating to our future results, including certain projections
and business trends. We believe these statements constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
prospectus and in our other disclosures. These risks and uncertainties include,
but are not limited to, the following:

A FURTHER DOWNTURN IN MARKET CONDITIONS COULD AFFECT PROJECTED RESULTS.

     Any unexpected material changes in oil and gas prices or other market
trends would likely affect the forward-looking information contained in this
prospectus and in our other filings with the SEC and public releases. Our
estimates as to future results and industry trends make assumptions regarding
the future prices of oil and gas and their effect on the demand and pricing of
our products and services. In analyzing the market and its impact on us for
1999, we have made the following assumptions:

     - The recent increase in the price of oil will not have an immediate
       favorable impact on our businesses until at least the fourth quarter of
       1999.

     - Average natural gas prices for 1999 will remain at or near their current
       levels.

     - World demand for oil will be up only marginally or flat.

     - North American and international rig counts will improve marginally.

     - Oil and natural gas prices will not decline materially from their current
       levels and the industry will slowly begin its recovery.

     - Our artificial lift business will improve slightly in the third and
       fourth quarters due to improved oil prices.

     - Our completion and downhole services business will be relatively flat
       during the third quarter and begin to experience improvements in the
       fourth quarter.

     - Pricing for many of our products and services will continue to be subject
       to pricing pressures due to over capacity for the remainder of the year.

     - Demand for drill stem products is not expected to realize any material
       improvement until sometime in the year 2000.

     - Demand for compression services will remain relatively flat for the
       remainder of the year with some pricing pressure.

     - Future growth in the industry will be dependent on technological advances
       that can reduce the costs of exploration and production, and
       technological improvements in tools used for re-entry, thru-tubing and
       extended reach drilling as well as artificial lift technologies will be
       important to our future.

     We have based these assumptions on various macro-economic factors, and
actual market conditions could vary materially from those assumed.

A CONTINUATION OF THE LOW RIG COUNT COULD ADVERSELY AFFECT THE DEMAND FOR OUR
PRODUCTS AND SERVICES.

     Our operations were materially affected by the decline in the rig count
during 1998 and 1999 to date. Although the North American rig count has improved
slightly from its historical lows earlier this year, a continuation of the rig
count at its current level for a prolonged period of time or a further decline
in the rig count would adversely affect our results. Our forward-looking
statements regarding our drilling products assume there will not be any further
material declines in the worldwide rig count, in particular the domestic rig
count.

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PROJECTED COST SAVINGS COULD BE INSUFFICIENT.

     During 1998 and 1999 to date, we implemented a number of programs intended
to reduce costs and align our cost structure with the current market
environment. Our forward-looking statements regarding cost savings and their
impact on our business assume these measures will generate the savings expected.
However, if the markets continue to decline, we may have to take additional
actions to achieve the desired savings.

GRANT SPIN-OFF.

     We are currently contemplating a spin-off of our Grant Prideco drilling
products business. Although it is our desire to spin-off this business by year
end, a spin-off of this business is subject to the receipt of a favorable
private letter ruling from the Internal Revenue Service confirming that the
spin-off will be tax free to us and our shareholders. In addition, prior to the
spin-off, we will need to complete various transactions involving the
restructuring of our operations and we are still reviewing the best structure
and method for the spin-off. Accordingly, there can be no assurance that a
spin-off of the business will occur or the specific terms or timing thereof.

INTEGRATION OF ACQUISITIONS.

     During the last year, we have consummated various acquisitions of product
lines and businesses. The success of these acquisitions will be dependent on our
ability to integrate these product lines and businesses with our existing
businesses. Integration of acquisitions is something that cannot occur overnight
and is something that requires constant effort at the local level to be
successful. Accordingly, there can be no assurance as to the ultimate success of
our integration efforts.

WEATHERFORD'S SUCCESS IS DEPENDENT UPON TECHNOLOGICAL ADVANCES.

     Our ability to succeed with our long-term growth strategy is dependent on
the technological competitiveness of our product and service offerings. A
central aspect of our growth strategy is to enhance the technology of our
products and services, to expand the markets for many of our products through
the leverage of our worldwide infrastructure and to enter new markets and expand
in existing markets with technologically advanced value-added products. Our
forward-looking statements have assumed only a small amount of near-term growth
from these new products and services.

UNEXPECTED YEAR 2000 PROBLEMS COULD HAVE AN ADVERSE FINANCIAL IMPACT.

     We have not fully determined the impact of Year 2000 on our systems and
products. It is possible that unexpected problems associated with the Year 2000
could arise during the implementation of our Year 2000 program that could have a
material adverse effect on our business, financial condition and results of
operations. We are currently in the implementation and testing phases of our
Year 2000 program and expect it to be completed by the third quarter of 1999.

ECONOMIC DOWNTURN IN ASIA AND SOUTH AMERICA COULD ADVERSELY AFFECT DEMAND FOR
PRODUCTS AND SERVICES.

     The economic downturn in Asia has affected the economies in other regions
of the world, including South America and the former Soviet Union. To date, the
economies in the United States and Europe have not been materially affected. If
the United States or European economies were to begin to decline or if the
economies of South America or Asia were to experience further material problems,
the demand and price for oil and gas and our products and services could fall
further and adversely affect our revenues and income. We have assumed that a
worldwide recession will not occur. A material decline in the Chinese economy or
devaluation of its currency could cause further deterioration to the Asian and
world economies.

CURRENCY FLUCTUATIONS COULD HAVE A MATERIAL ADVERSE FINANCIAL IMPACT.

     A material decline in currency rates in our markets could affect our future
results as well as affect the carrying values of our assets. World currencies
have been subject to much volatility. Our forward-looking

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statements assume no material impact from changes in currencies because our
financial position is generally dollar based or hedged. For those revenues
denominated in local currency, the effect of foreign currency fluctuations is
largely mitigated because local expenses are denominated in the same currency.

CHANGES IN GLOBAL TRADE POLICIES COULD ADVERSELY IMPACT OPERATIONS.

     Changes in global trade policies in our markets could impact our operations
in these markets. We have assumed that there will be no material changes in
global trading policies.

UNEXPECTED LITIGATION AND LEGAL DISPUTES COULD HAVE A MATERIAL ADVERSE FINANCIAL
IMPACT.

     If we experience unexpected litigation or unexpected results in our
existing litigation having a material effect on results, the accuracy of the
forward-looking statements would be affected. Our forward-looking statements
assume that there will be no such unexpected litigation or results.

     Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the SEC. For additional information regarding risks and
uncertainties, see our other current year filings with the SEC under the
Securities Exchange Act of 1934 and the Securities Act of 1933. We will
generally update our assumptions in our filings as circumstances require.

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                                  RISK FACTORS

     An investment in our common stock involves various risks. When considering
your investment in our company you should consider carefully the following
factors, together with the information described elsewhere in this prospectus.

CONTINUED LOW PRICES FOR OIL WILL ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS
AND SERVICES.

     Low oil prices adversely affect demand throughout the oil and natural gas
industry, including the demand for our products and services. As prices decline,
we are affected in two significant ways. First, the funds available to our
customers for the purchase of goods and services declines. Second, exploration
and drilling activity declines as marginally profitable projects become
uneconomic and either are delayed or eliminated. Accordingly, as long as oil
prices remain low, our revenues and income will be adversely affected. The
current market conditions have affected our business in various ways. Our
artificial lift business, which is heavily dependent on North American
production, experienced continuous declines in revenue throughout 1998 and the
first quarter of 1999. Our drilling products division has experienced a
significant decline in new orders of drill pipe and other drill stem products
and tubular sales have fallen as completion activity slowed, tubular
distributors reduced inventories and due to excess drill pipe from idle rigs.
Sales in 1999 for our drill stem products could be down by more than 50% from
1998. The level of decline will be dependent on the timing of any increase of
drilling activity and the amount of time it takes for our customers' drill pipe
and other tubular inventories to be reduced. Our completion and oilfield
services business has experienced declines in line with the general reduction in
industry activity, with the greatest declines occurring in the United States
markets. Our compression services business has only been marginally affected by
the recent declines in market conditions because its business is based on levels
of natural gas development and production, which has been more stable than oil
production.

     Our businesses will continue to be affected by industry conditions,
including those conditions and factors described under "Forward-Looking
Statements".

CUSTOMER CREDIT RISKS

     Substantially all of our customers are engaged in the energy industry. This
concentration of customers may impact our overall exposure to credit risk,
either positively or negatively, in that customers may be similarly affected by
changes in economic and industry conditions. Many of our customers have slowed
the payment of their accounts in light of current industry conditions and others
have experienced greater financial difficulties in meeting their payment terms.
We perform ongoing credit evaluations of our customers and do not generally
require collateral in support of our trade receivables. We maintain reserves for
potential credit losses, and actual losses have historically been within our
expectations.

DISRUPTIONS IN FOREIGN OPERATIONS COULD ADVERSELY AFFECT OUR INCOME

     Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States, that are inherently subject to risks of war, local economic
conditions, political disruption, civil disturbance and policies that may:

     - disrupt our operations and oil and gas exploration and production
       activities;

     - restrict the movement of funds;

     - lead to U.S. government or international sanctions; and

     - limit access to markets for periods of time.

     Historically, the economic impact of such disruptions has been temporary,
and oil and gas exploration and production activities have resumed eventually in
relation to market forces. Certain areas, including the

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CIS, Algeria, Nigeria, parts of the Middle East, the Asia-Pacific region and
Latin America, have been subjected to political disruption which has negatively
impacted results of operations following such events.

     Disruptions may occur in our foreign operations, and losses may occur that
will not be covered by insurance. Drill pipe and other products are manufactured
for us by Oil Country Tubular Limited in India under a long-term exclusive
manufacturing arrangement. Although we have sought to minimize the risks of this
operation through a manufacturing versus ownership arrangement, we are providing
OCTL with a substantial amount of raw materials, inventory and working capital
for the products it manufactures for us. Our Indian operations have been
adversely affected by the downturn of the economies in the eastern hemisphere.
Operations in India are subject to various political and economic risks as well
as financial risks with respect to OCTL. We have recently substantially
suspended our operations in India and we expect these operations to continue to
be suspended through the end of 1999. A termination or complete shutdown of this
operation in light of current market conditions or political factors could have
an adverse effect on our income and results.

OUR PRODUCTS AND SERVICES ARE SUBJECT TO OPERATIONAL, LITIGATION AND
ENVIRONMENTAL RISKS

     Our products are used for the exploration and production of oil and natural
gas. These operations are subject to hazards inherent in the oil and gas
industry that can cause personal injury or loss of life, damage to or
destruction of property, equipment, the environment and marine life, and
suspension of operations. These hazards include fires, explosions, craterings,
blowouts and oil spills. Litigation arising from an accident at a location where
our products or services are used or provided may result in our being named as a
defendant in lawsuits asserting potentially large claims.

     In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is, however, possible
that an unexpected judgment could be rendered against us in cases in which we
could be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring for that matter.

     We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim that would likely have a material
adverse effect on our business, it is always possible that an environmental
claim with respect to one or more of our current businesses or a business or
property that one of our predecessors owned or used could arise that could
involve the expenditure of a material amount of funds.

CURRENCY DEVALUATION AND FLUCTUATION RISKS

     A single European currency ("the Euro") was introduced on January 1, 1999,
at which time the conversion rates between legacy currencies and the Euro were
set for 11 participating member countries. However, the legacy currencies in
those countries will continue to be used as legal tender through January 1,
2002. Thereafter, the legacy currencies will be canceled, and the Euro bills and
coins will be used in the 11 participating countries. We are currently
evaluating the effect of the Euro on our consolidated financial statements and
our business operations; however, we do not foresee that the transition to the
Euro will have a significant impact.

     Approximately 46.0% of our net assets are located outside the United States
and are carried on our books in local currencies. Changes in those currencies in
relation to the U.S. dollar result in translation adjustments which are
reflected as accumulated other comprehensive loss in the stockholders' equity on
our balance sheet.

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OUR COMMON STOCK HAS FLUCTUATED HISTORICALLY

     Historically, and in recent months in particular, the market price of
common stock of companies engaged in the oil and gas industry has been highly
volatile. Likewise, the market price of our common stock has varied
significantly in the past. News announcements and changes in oil and natural gas
prices, changes in the demand for oil and natural gas exploration and changes in
the supply and demand for oil and natural gas have all been factors that have
affected the price of our common stock.

WE ARE SUBJECT TO RISKS RELATED TO THE YEAR 2000 THAT COULD NEGATIVELY IMPACT
OUR BUSINESS

     The Year 2000 issue is the risk that information systems, computers,
equipment and products using date-sensitive software or containing computer
chips with two-digit date fields will be unable to correctly process the Year
2000 date change. If not identified and corrected prior to the Year 2000,
failures could occur in our software, hardware, equipment and products and those
of our suppliers, vendors and customers that could result in interruptions in
our business. Any failure could have a material impact on us.

     In response to the Year 2000 issue, we have prepared and implemented a plan
to assess and remediate significant Year 2000 issues in our:

     - information technology systems, including computer software and hardware;
       and

     - non-information technology systems utilizing date-sensitive software or
       computer chips, including products, facilities, equipment and other
       infrastructures.

     Our management information systems department, together with our technical
and engineering employees and outside consultants, are responsible for the
implementation and execution of the Year 2000 Plan. Our Year 2000 Plan is a
comprehensive, multi-step process covering our information technology systems
and non-information technology systems. The primary phases of the Year 2000 Plan
are:

          (1) assessing and analyzing our systems to identify those that are not
     Year 2000 ready;

          (2) preparing cost and resource estimates to repair, remediate or
     replace all systems that are not Year 2000 ready;

          (3) developing a Company-wide, detailed strategy to coordinate the
     repair or replacement of all systems that are not Year 2000 ready;

          (4) implementing the strategy to make all systems Year 2000 ready; and

          (5) verifying, testing and auditing the Year 2000 readiness of all
     systems.

     The first, second and third phases of the Year 2000 Plan have been
completed. The fourth phase and the fifth phases will be completed by the end of
the third quarter of 1999. Any unexpected delays or problems that prevent us
from completing all phases of the Year 2000 Plan in a timely manner could have a
material adverse impact on us.

     As part of the Year 2000 Plan, we are currently installing Year 2000 ready
business application systems and expect that these installations will be
complete by the end of the third quarter of 1999. We have retained outside
consultants to assist us with the installation of the new software and with the
assessment of the Year 2000 readiness of our information technology systems. We
expect to retain additional consultants to assist us in the remediation and
testing phases of the Year 2000 Plan.

     In addition to our assessment and review of our own systems, we have begun
communications with our third-party contractors, such as vendors, service
providers and customers, for the purpose of evaluating their readiness for the
Year 2000 and determining the extent to which we may be affected by the
remediation of their systems, software, applications and products. We expect to
further review and evaluate the Year 2000 programs of our significant
third-party contractors. However, there can be no guarantee that our information
technology and non-information technology systems or those of third-party
contractors will be Year 2000

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ready or that the failure of us or any of these third parties to have Year 2000
ready systems would not result in interruptions in our business which could have
a material adverse impact on us.

     In connection with the implementation and completion of the Year 2000 Plan,
we currently expect to incur pretax expenditures of approximately $13.0 million.
We have incurred approximately $11.0 million of such expenditures from January
1998 through June 30, 1999, of which, approximately $8.8 million has been
incurred in connection with the replacement of our business application software
and approximately $2.2 million has been incurred in connection with the
replacement of certain information technology hardware systems. We intend to
continue to fund the Year 2000 Plan expenditures with working capital and
third-party lease financing. Based upon information currently available, we
believe that expenditures associated with achieving Year 2000 compliance will
not have a material impact on operating results. However, any unanticipated
problems relating to the Year 2000 issue that result in materially increased
expenditures could have a material adverse impact on us.

     The 1999 expenditures associated with the Year 2000 Plan represent
approximately 15% of our 1999 management information systems department's
budget. Various other information technology projects that are not related to
the Year 2000 issue have been deferred due to the Year 2000 efforts. The effects
of these delays are not expected to have a material impact on us.

     We are unable to predict the most likely worst case Year 2000 scenario. We
are preparing a contingency plan in response to Year 2000 worst case scenario
and we estimate no lost revenues due to Year 2000 issues. However, there can be
no assurance that any contingency plan developed by us will be sufficient to
alleviate or remediate any significant Year 2000 problems that we may
experience.

     The above discussion of our efforts and expectations relating to the risks
and uncertainties associated with the Year 2000 issues and our Year 2000 Plan
contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These statements involve predictions and
expectations concerning our ability to achieve Year 2000 compliance, the amount
of costs and expenses related to the Year 2000 issue and the effect the Year
2000 issue may have on business and results of operations. Certain risks and
uncertainties may cause actual results to be materially different from the
projected or expected results, the overall effect of which may have a materially
adverse impact on us. These risks and uncertainties include, but are not limited
to, unanticipated problems and costs identified in all phases of the Year 2000
Plan, our ability to successfully implement the Year 2000 Plan in a timely
manner and the ability of our suppliers, vendors and customers to make their
systems and products Year 2000 compliant.

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                              SELLING STOCKHOLDERS

     This prospectus is part of a registration statement that we filed pursuant
to registration rights granted to the selling stockholders under an agreement we
entered into in connection with the acquisition by our Completion and Oilfield
Services Division of the stock of Petroline Wellsystems Limited.

     Pursuant to the terms of the acquisition agreement, we will pay all
expenses of registering the shares under the Securities Act of 1933, including
all registration and filing fees, printing expenses and the fees and
disbursements of our counsel and accountants and of one counsel selected by the
selling stockholders. The agreement also provides that we 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 all fees and disbursements of any counsel (other than the
one referred to above) and all brokerage fees, commissions and expenses for any
shares that they sell. We expect to withdraw registration of any unsold shares
on or shortly after September 2, 2001, when we expect the shares will be
eligible for public sale pursuant to the exemption from registration provided by
Rule 144 under the Securities Act of 1933.

     The following table sets forth the beneficial ownership of common stock by
each selling stockholder as of September 2, 1999, all of which may be sold
pursuant to this prospectus:



                                                          NUMBER OF          PERCENT OF
NAME OF SELLING STOCKHOLDER                            SHARES OWNED(1)   OUTSTANDING SHARES
- ---------------------------                            ---------------   ------------------
                                                                   
Klaas Johannes Zwart.................................     3,577,148             3.4%
Mirjam Pauline Zwart.................................       223,420          *
Fraser Thomas Innes and P. & W. Trustees (Aberdeen)
  Limited(2).........................................        21,866          *
Stuart Edward Ferguson...............................         7,775          *


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

 *  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) Held as the trustees of the Fraser T. Innes Discretionary Trust.

     Each of the selling stockholders was formerly a director of Petroline
Wellsystems Limited within the last three years. We currently employ Fraser
Thomas Innes, who is a current director and officer and a former shareholder of
Petroline, at an annual base salary of L183,000. We also employ Stuart Edward
Ferguson, who is a current officer and a former director and shareholder of
Petroline, at an annual base salary of L85,500. In addition, pursuant to their
service agreements, Mr. Innes holds an option to purchase 25,000 shares of our
common stock and Mr. Ferguson holds an option to purchase 12,000 shares of our
common stock. Within the past three years, none of the selling stockholders has
held any position, office or other material relationship with us or any of our
predecessors or affiliates, except as noted above.

                              PLAN OF DISTRIBUTION

     The shares offered under this prospectus may be sold by the selling
stockholders from the date of this prospectus until September   , 2001. The
selling stockholders may sell the shares on the New York Stock Exchange or
otherwise, at market prices or at negotiated prices. They may sell shares by one
or a combination of the following:

     - a block trade in which a broker or dealer will attempt to sell the shares
       as agent, but may position and resell a portion of the block as principal
       to facilitate the transaction;

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     - purchases by a broker or dealer as principal and resale by the broker or
       dealer for its account pursuant to this prospectus;

     - ordinary brokerage transactions and transactions in which a broker
       solicits purchasers; and

     - privately negotiated transactions.

     Brokers or dealers engaged by the selling stockholders may arrange for
other brokers or dealers to participate in sales of shares. Brokers or dealers
will receive commissions or discounts from selling stockholders in amounts to be
negotiated prior to the sale. The selling stockholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, and any proceeds or commissions
received by them or any profits on the resale of shares sold by broker-dealers,
may be deemed to be underwriting discounts and commissions.

     When any of the selling stockholders notifies us of a particular offering
of common stock under this prospectus, we will file a prospectus supplement, if
required by the Securities Act of 1933, setting forth:

     - the number of shares being offered and the terms of the offering,
       including the purchase price;

     - the name of each of the participating broker-dealers or agents;

     - the purchase price paid for the shares purchased from the selling
       stockholders; and

     - any items constituting compensation from the selling stockholders.

     We will not receive any of the proceeds from the sale of the shares offered
by this prospectus.

                                 LEGAL MATTERS

     Curtis W. Huff, our Senior Vice President, General Counsel and Secretary,
has advised us with respect to the validity of the shares of common stock
offered by this prospectus. Pursuant to agreements between us and Mr. Huff, Mr.
Huff holds 56,250 restricted shares of common stock and options to purchase
200,000 shares of common stock.

                                    EXPERTS

     The consolidated financial statements of Weatherford International, Inc.
and the related consolidated financial statement schedule as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998, 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.

     Ernst & Young LLP, independent auditors, have audited Dailey International
Inc.'s consolidated balance sheets as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year ended December 31, 1998, the eight month period ended
December 31, 1997 and for each of the two years in the period ended April
30,1997, as set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. These financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.

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