8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                DECEMBER 10, 2004
                                 DATE OF REPORT
                        (Date of earliest event reported)


                            SMITH INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)


           DELAWARE                        1-8514                 95-3822631
(State or other jurisdiction of         (Commission           (I.R.S. Employer
incorporation or organization)          File Number)         Identification No.)

                      411 N. SAM HOUSTON PARKWAY, SUITE 600
                                 HOUSTON, TEXAS
                    (Address of principal executive offices)

                                      77060
                                   (Zip Code)

                                 (281) 443-3370
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
           YEAR

         On December 8, 2004, the Board of Directors of Smith International,
Inc. (the "Company") amended Section 5(a) of the Company's bylaws. Section 5(a)
previously required the Board of Directors to hold a regular meeting immediately
following each annual meeting of stockholders for the purpose of organization,
election of officers and the transaction of other business. Section 5(a) has now
been amended to require the Board of Directors to hold a regular meeting for the
purpose of organization, election of officers and the transaction of other
business on an annual basis. The amendment provides more flexibility to the
Board of Directors and to the Company in scheduling Board meetings and preparing
and distributing year-end materials to shareholders.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibit

         3.1       Amendment to the Bylaws of Smith International, Inc. adopted
                   December 8, 2004.





                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         SMITH INTERNATIONAL, INC.


Date: December 10, 2004                  /s/ NEAL S. SUTTON
                                         ---------------------------------------
                                         By:  Neal S. Sutton
                                         Senior Vice President - Administration,
                                         General Counsel and Secretary





                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION

   3.1         Amendment to the Bylaws of Smith International, Inc. adopted
               December 8, 2004.

EX-3.1

                                                                     EXHIBIT 3.1


 AMENDMENT TO THE BYLAWS OF SMITH INTERNATIONAL, INC. ADOPTED DECEMBER 8, 2004:


Section 5. Regular Meetings.

(a)      On an annual basis, the Board of Directors shall hold a regular meeting
         for the purpose of organization, election of officers and the
         transaction of other business.