SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARROLL LOREN K

(Last)

(First)

(Middle)

PO BOX 60068

(Street)

HOUSTON

77205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITH INTERNATIONAL INC [ SII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/19/2007		M		90,000	A	$17.36	249,733	D
Common Stock	09/19/2007		M		10,000	A	$19.41	259,733	D
Common Stock	09/19/2007		S		99,700	D	$71	160,033	D
Common Stock	09/19/2007		S		300	D	$71.01	159,733	D
Common Stock	09/20/2007		M		140,000	A	$19.41	299,733	D
Common Stock	09/20/2007		M		18,000	A	$28.13	317,733	D
Common Stock	09/20/2007		S		50,700	D	$72	267,033	D
Common Stock	09/20/2007		S		600	D	$72.0006	266,433	D
Common Stock	09/20/2007		S		10,000	D	$72.0009	256,433	D
Common Stock	09/20/2007		S		2,000	D	$72.001	254,433	D
Common Stock	09/20/2007		S		2,500	D	$72.0012	251,933	D
Common Stock	09/20/2007		S		5,000	D	$72.0018	246,933	D
Common Stock	09/20/2007		S		7,700	D	$72.0019	239,233	D
Common Stock	09/20/2007		S		100	D	$72.01	239,133	D
Common Stock	09/20/2007		S		2,000	D	$72.014	237,133	D
Common Stock	09/20/2007		S		5,000	D	$72.0236	232,133	D
Common Stock	09/20/2007		S		2,500	D	$72.0336	229,633	D
Common Stock	09/20/2007		S		57,000	D	$72.0498	172,633	D
Common Stock	09/20/2007		S		4,900	D	$72.0506	167,733	D
Common Stock	09/20/2007		S		5,000	D	$72.055	162,733	D
Common Stock	09/20/2007		S		3,000	D	$72.0593	159,733	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$17.36	09/19/2007		M			90,000	⁽¹⁾	12/03/2012	Common Stock	90,000	$0	0	D
Employee Stock Option (right to buy)	$19.41	09/19/2007		M			10,000	12/02/2004	12/02/2013	Common Stock	10,000	$0	190,000	D
Employee Stock Option (right to buy)	$19.41	09/20/2007		M			140,000	⁽²⁾	12/02/2013	Common Stock	140,000	$0	50,000	D
Employee Stock Option (right to buy)	$28.13	09/20/2007		M			18,000	⁽³⁾	12/07/2014	Common Stock	18,000	$0	18,000	D

Explanation of Responses:

1. The option vested in two installments; 31,500 shares on Dec. 3, 2005 and 58,500 shares on Dec. 3, 2006.

2. The option vested in three installments; 40,000 shares on Dec. 2, 2004, 50,000 shares on Dec. 2, 2005 and 50,000 shares on Dec. 2, 2006.

3. The option vested in equal installments on Dec. 7, 2005 and Dec. 7, 2006.

Remarks:

	Loren K. Carroll	09/21/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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