<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended June 30, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from          to
                               --------    --------

                         Commission file number 1-13086


                         WEATHERFORD INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its Charter)

<TABLE>
<S>                                                                            <C>
                 Delaware                                                          04-2515019
      -------------------------------                                          -------------------
      (State or other jurisdiction of                                           (I.R.S. Employer
       incorporation or organization)                                          Identification No.)

515 Post Oak Blvd., Suite 600, Houston, Texas                                      77027-3415
---------------------------------------------                                      ----------
  (Address of principal executive offices)                                         (Zip Code)
</TABLE>


                                 (713) 693-4000
               --------------------------------------------------
               (Registrant's telephone number, include area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:


       Title of Class                             Outstanding at August 10, 1999
-----------------------------                     ------------------------------
Common Stock, par value $1.00                               97,888,168

<PAGE>   2
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        JUNE 30,             DECEMBER 31,
                                                                          1999                   1998
                                                                       -----------           ------------
                                                                       (UNAUDITED)
                          ASSETS
<S>                                                                    <C>                   <C>
CURRENT ASSETS:
      Cash and Cash Equivalents .............................          $    29,952           $    40,201
      Accounts Receivable, Net of Allowance for Uncollectible
         Accounts of $19,141 and $19,764, Respectively ......              368,157               400,886
      Inventories ...........................................              499,951               484,822
      Other Current Assets ..................................              148,215               156,483
                                                                       -----------           -----------
                                                                         1,046,275             1,082,392
                                                                       -----------           -----------
PROPERTY, PLANT AND EQUIPMENT, AT COST,
      NET OF ACCUMULATED DEPRECIATION .......................            1,016,032               838,270

GOODWILL, NET ...............................................              867,710               811,034
OTHER ASSETS ................................................              111,082               100,019
                                                                       -----------           -----------
                                                                       $ 3,041,099           $ 2,831,715
                                                                       ===========           ===========
         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Short-Term Borrowings .................................          $   236,348           $   185,729
      Current Portion of Long-Term Debt .....................               19,695                19,346
      Accounts Payable ......................................              110,894               135,728
      Accrued Salaries and Benefits .........................               45,506                44,558
      Current Tax Liabilities ...............................               17,093                25,312
      Other Accrued Liabilities .............................              118,633               146,168
                                                                       -----------           -----------
                                                                           548,169               556,841
                                                                       -----------           -----------

LONG-TERM DEBT ..............................................              228,457               229,663
MINORITY INTERESTS ..........................................              194,042                 2,888
DEFERRED INCOME TAXES AND OTHER .............................              165,368               145,943
5% CONVERTIBLE SUBORDINATED PREFERRED
      EQUIVALENT DEBENTURES .................................              402,500               402,500

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
      Common Stock, $1 Par Value, Authorized 250,000 Shares,
         Issued 108,484 and 103,513, Respectively ...........              108,484               103,513
      Capital in Excess of Par Value ........................            1,137,333             1,052,899
      Treasury Stock, at Cost ...............................             (269,257)             (193,328)
      Retained Earnings .....................................              607,703               607,185
      Accumulated Other Comprehensive Loss ..................              (81,700)              (76,389)
                                                                       -----------           -----------
                                                                         1,502,563             1,493,880
                                                                       -----------           -----------
                                                                       $ 3,041,099           $ 2,831,715
                                                                       ===========           ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.


                                       2
<PAGE>   3
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS                       SIX MONTHS
                                                                 ENDED JUNE 30,                    ENDED JUNE 30,
                                                          ----------------------------      ----------------------------
                                                             1999             1998             1999             1998
                                                          -----------      -----------      -----------      -----------
<S>                                                       <C>              <C>              <C>              <C>
REVENUES:
     Products .........................................   $   172,498      $   314,461      $   377,882      $   674,917
     Services and Rentals .............................       170,597          216,372          319,047          426,436
                                                          -----------      -----------      -----------      -----------
                                                              343,095          530,833          696,929        1,101,353

COSTS AND EXPENSES:
     Cost of Products .................................       126,752          216,207          283,460          467,459
     Cost of Services and Rentals .....................       132,428          147,508          234,981          280,614
     Selling, General and Administrative Attributable..
       to Segments ....................................        69,755           64,472          141,935          133,155
     Corporate General and Administrative .............         7,243            7,157           13,065           15,385
     Merger Costs and Other Charges ...................          --            107,647             --            107,647
     Equity in Earnings of Unconsolidated Affiliates...          (436)            (785)            (890)          (1,565)
                                                          -----------      -----------      -----------      -----------

OPERATING INCOME (LOSS) ...............................         7,353          (11,373)          24,378           98,658
                                                          -----------      -----------      -----------      -----------

OTHER INCOME (EXPENSE):
     Interest Income ..................................           606              421            2,127            1,069
     Interest Expense .................................       (13,635)         (13,748)         (26,287)         (25,759)
     Other, Net .......................................         3,276            1,889            2,422            1,193
                                                          -----------      -----------      -----------      -----------
INCOME (LOSS) BEFORE INCOME TAXES
      AND MINORITY INTEREST ...........................        (2,400)         (22,811)           2,640           75,161
(PROVISION) BENEFIT FOR INCOME TAXES ..................           968            8,019             (796)         (28,800)
                                                          -----------      -----------      -----------      -----------
INCOME (LOSS) BEFORE MINORITY INTEREST ................        (1,432)         (14,792)           1,844           46,361
MINORITY INTEREST EXPENSE, NET OT TAX .................          (588)             (99)          (1,326)            (109)
                                                          -----------      -----------      -----------      -----------
NET INCOME (LOSS) .....................................   $    (2,020)     $   (14,891)     $       518      $    46,252
                                                          ===========      ===========      ===========      ===========

EARNINGS (LOSS) PER SHARE:
     Basic ............................................   $     (0.02)     $     (0.15)     $      0.01      $      0.48
                                                          ===========      ===========      ===========      ===========
     Diluted ..........................................   $     (0.02)     $     (0.15)     $      0.01      $      0.47
                                                          ===========      ===========      ===========      ===========

WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic ............................................        97,586           96,771           97,451           96,766
                                                          ===========      ===========      ===========      ===========
     Diluted ..........................................        97,586           96,771           98,718           97,618
                                                          ===========      ===========      ===========      ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.


                                       3
<PAGE>   4
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                      SIX MONTHS
                                                                                    ENDED JUNE 30,
                                                                            -----------------------------
                                                                              1999                1998
                                                                            ---------           ---------
<S>                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income .................................................          $     518           $  46,252
      Adjustments to Reconcile Net Income to Net Cash
        Provided by Operating Activities:
        Depreciation and Amortization ............................             93,838              83,527
        Non-Cash Portion of Merger Costs and Other Charges .......               --                51,389
        Minority Interest Expense, Net of Tax ....................              1,326                 109
        Deferred Income Tax Provision ............................                796               7,550
        Gain on Sales of Property, Plant and Equipment ...........             (5,364)            (10,244)
        Change in Operating Assets and Liabilities, Net of Effects
          of Businesses Acquired .................................            (36,739)           (169,711)
                                                                            ---------           ---------
          Net Cash Provided by Operating Activities ..............             54,375               8,872
                                                                            ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of Short-Term Investment ..........................            (14,591)               --
      Acquisition of Businesses, Net of Cash Acquired ............            (43,007)            (80,598)
      Capital Expenditures for Property, Plant and Equipment .....            (84,948)            (95,899)
      Proceeds from Sales of Property, Plant and Equipment .......             13,727              31,400
      Proceeds from Sale and Leaseback of Equipment ..............             83,503                --
                                                                            ---------           ---------
        Net Cash Used by Investing Activities ....................            (45,316)           (145,097)
                                                                            ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Borrowings on Short-Term Debt, Net .........................             50,619             176,274
      Repayments of Long-Term Debt, Net ..........................             (4,343)            (13,111)
      Distribution to Minority Interest Holder ...................            (65,350)               --
      Proceeds from Exercise of Stock Options ....................              1,329               3,681
      Acquisition of Treasury Stock ..............................             (1,971)            (39,536)
      Other, Net .................................................                408               1,233
                                                                            ---------           ---------
        Net Cash Provided (Used) by Financing Activities .........            (19,308)            128,541
                                                                            ---------           ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS ........................            (10,249)             (7,684)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .................             40,201              74,211
                                                                            ---------           ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .......................          $  29,952           $  66,527
                                                                            =========           =========
SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest Paid ..............................................          $  25,221           $  24,235
      Income Taxes Paid, Net of Refunds ..........................              7,907              46,898
</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.


                                       4
<PAGE>   5
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                   THREE MONTHS                          SIX MONTHS
                                                                  ENDED JUNE 30,                        ENDED JUNE 30,
                                                           ---------------------------           ---------------------------
                                                             1999               1998               1999               1998
                                                           --------           --------           --------           --------
<S>                                                        <C>                <C>                <C>                <C>
Net Income (Loss) ...............................          $ (2,020)          $(14,891)          $    518           $ 46,252
Other Comprehensive Income (Loss):
     Foreign Currency Translation Adjustment ....             8,963            (11,181)            (5,311)           (14,322)
                                                           --------           --------           --------           --------
Comprehensive Income (Loss) .....................          $  6,943           $(26,072)          $ (4,793)          $ 31,930
                                                           ========           ========           ========           ========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.


                                       5
<PAGE>   6
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   GENERAL

     The unaudited consolidated condensed financial statements included herein
have been prepared by Weatherford International, Inc. (the "Company") pursuant
to the rules and regulations of the Securities and Exchange Commission. These
financial statements reflect all adjustments which the Company considers
necessary for the fair presentation of such financial statements for the interim
periods presented. Although the Company believes that the disclosures in these
financial statements are adequate to make the interim information presented not
misleading, certain information relating to the Company's organization and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted in this Form 10-Q pursuant to such rules and regulations. These
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 1998 and notes thereto
included in the Company's Annual Report on Form 10-K. The results of operations
for the six month period ended June 30, 1999 are not necessarily indicative of
the results expected for the full year.

     Certain reclassifications of prior year balances have been made to conform
such amounts to corresponding 1999 classifications.

2.   INVENTORIES

     Inventories by category are as follows:

<TABLE>
<CAPTION>
                                                          JUNE 30,        DECEMBER 31,
                                                            1999              1998
                                                          --------        ------------
                                                                (in thousands)
<S>                                                       <C>               <C>
Raw materials, components and supplies .........          $250,937          $212,863
Work in process ................................            55,252            42,650
Finished goods .................................           193,762           229,309
                                                          --------          --------
                                                          $499,951          $484,822
                                                          ========          ========
</TABLE>

     Work in process and finished goods inventories include the cost of
material, labor and plant overhead.

3.   BUSINESS COMBINATIONS

     On May 21, 1999, the Company entered into an agreement to acquire Dailey
International Inc. ("Dailey") for a total consideration of approximately $195.0
million. The consideration that would be paid for Dailey would be in the form of
the Company's common stock, $1.00 par value ("Common Stock"), and be allocated
$185.0 million for Dailey's 9 1/2% Senior Notes due 2008 ("Senior Notes"), of
which the Company currently holds approximately $64.7 million principal amount,
and $10.0 million for Dailey's common stock. Approval of the acquisition is
contingent upon confirmation by the Bankruptcy Court of the plan of
reorganization that provides for the acquisition. Confirmation of the plan of
reorganization requires approval by the holders of two-thirds in principal
amount of the Senior Notes and a majority number of such holders. The
acquisition and plan have been pre-approved by the holders of 82% of the
outstanding principal amount of Dailey Senior Notes and 50% of Dailey's common
stock.

     Dailey is a worldwide provider of specialty services and technologically
advanced downhole tools to the oil and gas industry. It is the leading supplier
of drilling jars and other proprietary downhole tools and a worldwide leader in
air drilling services for underbalanced drilling applications. A disclosure
statement with respect to the proposed acquisition has been distributed to the
creditors of Dailey. A hearing on the confirmation of the plan of reorganization
under which the Company would acquire Dailey has been scheduled to August 19,
1999. Assuming confirmation of the plan at that hearing, the acquisition is
scheduled to be closed on August 31, 1999.

     In February 1999, the Company completed a joint venture with GE Capital
Corporation ("GE Capital") in which the Company's compression services
operations were combined with GE Capital's Global Compression Services
operations. The joint venture is known as Weatherford Global Compression
Services. The Company owns 64% of the joint venture and GE Capital owns 36%. The
Company has the right to acquire GE Capital's interest at anytime at a price
equal to a third party market-determined value that is not less than book value.
GE Capital also has the right to require the Company to purchase its interest at
anytime after February 2001 at a market-determined third party


                                       6
<PAGE>   7
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

valuation as well as request a public offering of its interest after that date,
if the Company has not purchased its interest by that time.

     On February 8, 1999, the Company completed the acquisition of Christiana
Companies, Inc. ("Christiana") for approximately 4.4 million shares of the
Company's Common Stock and $20.6 million cash. In the acquisition, the Company
acquired through Christiana (1) 4.4 million shares of the Company's Common
Stock, (2) cash, after distribution to the Christiana shareholders, equal to the
amount of Christiana's outstanding tax and other liabilities and (3) a one-third
interest in Total Logistic Control, a refrigerated warehouse, trucking and
logistics company. The 4.4 million shares of Common Stock acquired are
classified as Treasury Stock, at cost on the accompanying Consolidated Condensed
Balance Sheet. Because the number of shares of Common Stock issued in the
Christiana acquisition approximated the number of shares of Common Stock held by
Christiana prior to the acquisition, the Christiana acquisition had no material
effect on the outstanding number of shares of Common Stock or net equity of the
Company.

     The Company has also effected various other acquisitions during the six
months ended June 30, 1999 for total consideration of approximately $60.1
million, of which $46.0 million was paid in cash and $14.1 million was paid in
the form of shares of Common Stock.

     The acquisitions discussed above, were accounted for using the purchase
method of accounting. Results of operations for acquisitions accounted for as
purchases are included in the accompanying consolidated condensed financial
statements since the date of acquisition. Completed acquisitions are not
material individually or in the aggregate with same year acquisitions.
Therefore, pro forma information is not provided.

4.   1998 SPECIAL CHARGES

     In the second quarter of 1998, the Company incurred $120.0 million in
merger and other charges relating to the merger between EVI and Weatherford
Enterra and a reorganization and rationalization of the Company's businesses in
light of the initial downturn in the industry. These charges had been fully
realized as of December 31, 1998.

     The Company incurred a $75.0 million charge in the fourth quarter of 1998
related to the decline in our markets. As of December 31, 1998 $51.5 million of
these charges had been utilized. The remaining $23.5 million of these charges
were fully utilized in the first half of 1999 as follows:

o     The severance and related costs included in the fourth quarter charges
      were $7.6 million for 1,000 employees to be terminated in the first half
      of 1999, in accordance with the announced plan. These employees had all
      been terminated by June 30, 1999.

o     The facility and plant closures of $12.8 million were accrued in the
      fourth quarter of 1998 for the consolidation and closure of 100 service,
      manufacturing and administrative facilities in response to declining
      market conditions in the fourth quarter. These facilities had all been
      closed as of June 30, 1999.

o     The corporate related expenses of $3.1 million recorded in the fourth
      quarter were primarily for the consolidation of technology centers, the
      relocation of corporate offices and the related lease obligations to align
      the corporate cost structure in light of current conditions.

o     In the second quarter of 1999, $3.1 million, $6.6 million and $1.7 million
      were utilized by the Completion and Oilfield Services Division, the
      Artificial Lift Systems Division, and Corporate, respectively.

o     In the first half of 1999, $7.7 million of the 1998 fourth quarter charge
      was utilized by the Completion and Oilfield Services Division, $12.1
      million by the Artificial Lift Systems Division and $3.7 million by
      Corporate.

5.   SHORT-TERM DEBT

     The Company's unsecured credit agreement provides for borrowings of up to
an aggregate of $250.0 million, consisting of a $200.0 million U.S. credit
facility and a $50.0 million Canadian credit facility. Amounts outstanding under
the facility accrue interest at the U.S. prime rate or a variable rate based on
LIBOR. A commitment fee


                                       7
<PAGE>   8
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ranging from 0.09% to 0.20% per annum, depending on the senior unsecured credit
ratings assigned by Standard and Poor's and Moody's Investor Service to the
Company, is payable quarterly on the unused portion of the facility. The
facility contains customary affirmative and negative covenants, including a
maximum debt to capitalization ratio, a minimum interest coverage ratio, a
limitation on liens, and a limitation on asset dispositions. In addition, we
currently have $130.0 million drawn on other uncommitted lines which are due on
demand.

6.   SALE AND LEASEBACK OF EQUIPMENT

     The Company's Compression Services Division entered into a sale and
leaseback arrangement in December 1998 where it was provided with the right to
sell up to $200.0 million of compression units and lease the assets back over a
five year period under an operating lease. As of December 31, 1998, the
Company's Compression Services Division had sold compressors under this
arrangement, having an appraised value of $119.6 million, and received cash of
$100.0 million and a receivable of $19.6 million. The obligations under this
arrangement were assumed by the joint venture with GE Capital. As of June 30,
1999, the joint venture had a receivable of $4.6 million under this arrangement.

     In the second quarter of 1999, the Compression Services Division sold
additional compressors under this arrangement having an appraised value of
approximately $68.5 million. Subsequent to the sale, the joint venture received
approximately $68.5 million in cash, of which $65.4 million was distributed to
GE Capital under terms of the joint venture agreement. The sale resulted in an
additional pre-tax deferred gain of approximately $22.3 million, classified as
Deferred Income Taxes and Other on the accompanying Consolidated Condensed
Balance Sheets, which may be deferred until the end of the lease.

     The following table provides future minimum lease payments (in thousands)
under the aforementioned lease as of June 30, 1999:

<TABLE>
      <S>                                                                        <C>
      Remainder of 1999.......................................................   $       5,681
      2000 ...................................................................          11,361
      2001 ...................................................................          11,361
      2002 ...................................................................          11,361
      2003 ...................................................................          10,737
      2004 ...................................................................           1,516
                                                                                 -------------
                                                                                 $      52,017
                                                                                 =============
</TABLE>

7.   CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENT

     The functional currency for certain of the Company's international
operations is the applicable local currency. Results of operations for foreign
subsidiaries with functional currencies other than the U.S. dollar are
translated using average exchange rates during the period. Assets and
liabilities of these foreign subsidiaries are translated using the exchange
rates in effect at the balance sheet date and the resulting translation
adjustments are included as accumulated other comprehensive loss, a separate
component of stockholders' equity. Currency transaction gains and losses are
reflected in income for the period.

     The net decline in the cumulative foreign currency translation adjustment
from December 31, 1998 to June 30, 1999 was $5.3 million. This decline primarily
reflects the financial impact of the devaluation of Latin American currencies,
partially offset by the strengthening Canadian dollar, as compared to the U.S.
dollar.

8.   EARNINGS PER SHARE

     Basic earnings per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the year. Diluted
earnings per common share is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the year adjusted
for the dilutive effect of the incremental shares that would have been
outstanding under the Company's stock option and restricted stock plans. The
effect of stock options and restricted stock are not included in the diluted
computation for periods in which a loss occurs because to do so would have been
anti-dilutive. The effect of the Company's 5% Convertible Subordinated Preferred
Equivalent Debentures due 2027 (the "Debentures") on diluted earnings per share
is anti-dilutive and thus is not included in the calculation.


                                       8
<PAGE>   9
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     The following reconciles basic and diluted weighted average shares
outstanding:

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS                     SIX MONTHS
                                                                                 ENDED JUNE 30,                  ENDED JUNE 30,
                                                                             ----------------------          ----------------------
                                                                              1999            1998            1999            1998
                                                                             ------          ------          ------          ------
                                                                                                 (in thousands)
<S>                                                                          <C>             <C>             <C>             <C>
Basic weighted average shares outstanding .........................          97,586          96,771          97,451          96,766
Dilutive effect of stock option and restricted stock plans.........            --              --             1,267             852
                                                                             ------          ------          ------          ------
Dilutive weighted average shares outstanding ......................          97,586          96,771          98,718          97,618
                                                                             ======          ======          ======          ======
</TABLE>

9.   SUPPLEMENTAL CASH FLOW INFORMATION

     The following summarizes investing activities relating to acquisitions and
the GE joint venture for the periods shown:

<TABLE>
<CAPTION>
                                                                                           SIX MONTHS
                                                                                         ENDED JUNE 30,
                                                                                 -----------------------------
                                                                                     1999            1998
                                                                                 -------------   -------------
                                                                                         (in thousands)
      <S>                                                                        <C>              <C>
      Fair value of assets, net of cash acquired...........................      $     279,531    $      69,383
      Goodwill.............................................................             61,399           98,977
      Total liabilities....................................................           (283,831)         (56,867)
      Common stock issued..................................................            (14,092)         (30,895)
                                                                                 -------------   -------------
      Cash consideration, net of cash acquired.............................      $      43,007    $      80,598
                                                                                 =============    =============
</TABLE>

10.  SEGMENT INFORMATION

     Business Segments

     The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in virtually every oil and gas exploration and production region in the
world. The Company currently divides its business segments into four separate
groups: completion and oilfield services, artificial lift systems, compression
services, and drilling products.

     The Company's completion and oilfield services segment provides downhole
services, well installation services, well completion systems, equipment rental
and underbalanced drilling products and services.

     The Company's artificial lift systems segment designs, manufactures, sells
and services a complete line of artificial lift equipment, including progressing
cavity pumps, reciprocating rod lift equipment, gas lift equipment and hydraulic
lift equipment. The Company has a long-term alliance with Electrical Submersible
Pumps, Inc. to supply a line of electrical submersible pumps and to distribute
the line in selected markets.

     The Company's compression services segment manufactures, packages, rents
and sells parts and services for gas compressor units over a broad horsepower
range.

     On July 21, 1999, the Company announced a proposed spin-off of the drilling
products segment to the Company's shareholders. The Company currently expects
that the spin-off would be effected by year end, subject to the receipt of a
favorable private letter ruling from the Internal Revenue Service regarding the
tax free nature of the spin-off. See Note 12.

     The Company's drilling products segment manufactures drill stem products,
premium engineered connections, premium tubulars and marine and subsea
connectors and related accessories.


                                       9
<PAGE>   10
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     Financial information by industry segment for each of the three and six
months ended June 30, 1999 and 1998, is summarized below.


<TABLE>
<CAPTION>
                                                              THREE MONTHS                       SIX MONTHS
                                                             ENDED JUNE 30,                    ENDED JUNE 30,
                                                      ----------------------------      ----------------------------
                                                         1999             1998             1999             1998
                                                      -----------      -----------      -----------      -----------
                                                                                 (IN THOUSANDS)
<S>                                                   <C>              <C>              <C>              <C>
Revenues from unaffiliated customers
     Completion and Oilfield Services ...........     $   160,411      $   218,544      $   325,698      $   448,306
     Artificial Lift Systems ....................          62,227           90,427          119,698          197,556
     Compression Services .......................          55,950           47,164           98,533           90,165
     Drilling Products ..........................          64,507          174,698          153,000          365,326
                                                      -----------      -----------      -----------      -----------
                                                      $   343,095      $   530,833      $   696,929      $ 1,101,353
                                                      ===========      ===========      ===========      ===========
EBITDA, before merger costs and other charges (a)
     Completion and Oilfield Services ...........     $    35,544      $    77,228      $    78,857      $   156,801
     Artificial Lift Systems ....................           7,506           14,264           11,497           31,150
     Compression Services .......................          13,822           10,638           26,406           21,403
     Drilling Products ..........................           4,797           54,578           13,649          106,889
     Corporate ..................................          (6,734)          (6,494)         (12,193)         (14,058)
                                                      -----------      -----------      -----------      -----------
                                                      $    54,935      $   150,214      $   118,216      $   302,185
                                                      ===========      ===========      ===========      ===========
Merger costs and other charges (b)
     Completion and Oilfield Services ...........     $      --        $    26,805      $      --        $    26,805
     Artificial Lift Systems ....................            --             18,570             --             18,570
     Drilling Products ..........................            --              6,950             --              6,950
     Corporate ..................................            --             67,675             --             67,675
                                                      -----------      -----------      -----------      -----------
                                                      $      --        $   120,000      $      --        $   120,000
                                                      ===========      ===========      ===========      ===========
Depreciation and amortization
     Completion and Oilfield Services ...........     $    25,792      $    22,422      $    52,075      $    45,044
     Artificial Lift Systems ....................           4,835            4,758            9,670            9,688
     Compression Services .......................           9,166            5,883           16,734           11,975
     Drilling Products ..........................           7,280            7,861           14,487           15,493
     Corporate ..................................             509              663              872            1,327
                                                      -----------      -----------      -----------      -----------
                                                      $    47,582      $    41,587      $    93,838      $    83,527
                                                      ===========      ===========      ===========      ===========
Operating income (loss)
     Completion and Oilfield Services ...........     $     9,752      $    28,001      $    26,782      $    84,952
     Artificial Lift Systems ....................           2,671           (9,064)           1,827            2,892
     Compression Services .......................           4,656            4,755            9,672            9,428
     Drilling Products ..........................          (2,483)          39,767             (838)          84,446
     Corporate ..................................          (7,243)         (74,832)         (13,065)         (83,060)
                                                      -----------      -----------      -----------      -----------
                                                      $     7,353      $   (11,373)     $    24,378      $    98,658
                                                      ===========      ===========      ===========      ===========
</TABLE>

(a)  The Company evaluates performance and allocates resources based on EBITDA,
     which is calculated as operating income adding back depreciation and
     amortization, excluding the impact of merger costs and other charges.
     Calculations of EBITDA should not be viewed as a substitute to calculations
     under GAAP, in particular operating income and net income. In addition,
     EBITDA calculations by one company may not be comparable to another
     company.

(b)  Includes inventory write-downs of $12.4 million which have been classified
     as Cost of Products on the accompanying Consolidated Condensed Statements
     of Income.

     As of June 30, 1999, total assets were $1,021.8 million for Completion and
Oilfield Services, $584.4 million for Artificial Lift Systems, $647.0 million
for Compression Services, $686.0 million for Drilling Products, and $101.9
million for Corporate.


                                       10
<PAGE>   11
                WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     As of December 31, 1998, total assets were $1,007.4 million for Completion
and Oilfield Services, $592.4 million for Artificial Lift Systems, $388.2
million for Compression Services, $764.8 million for Drilling Products, and
$78.9 million for Corporate.

11.  RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. SFAS No. 133 was to be effective for years
beginning after June 15, 1999. However, in June 1999 the FASB issued SFAS No.
137, Accounting for Derivative Instruments and Hedging Activities-Deferral of
the Effective Date of FASB No. 133, amending the effective date of SFAS No. 133
to years beginning after June 15, 2000. We are currently evaluating the impact
of SFAS No. 133 on our consolidated financial statements.

12.  SUBSEQUENT EVENTS

     PROPOSED SPIN-OFF OF DRILLING PRODUCTS DIVISION

     On July 21, 1999, the Company announced that it is proposing to spin-off
its Grant Prideco Drilling Products business to the Company's shareholders. The
spin-off of the drilling products business is contingent upon a number of
events, including the receipt of a favorable private letter ruling from the
Internal Revenue Service regarding the tax free nature of the spin-off. A
request for that ruling was filed with Internal Revenue Service in July 1999.

     The Company is currently reviewing the final structure of the spin-off and
there can be no assurance as to the final terms of the spin-off or as to its
timing. In particular, the Company will not pursue the spin-off unless and until
it has received a favorable private letter ruling from the Internal Revenue
Service. The final structure of the spin-off has not been determined and will be
announced at the time of final approval by the Company's Board of Directors. The
Company, however, currently expects that one share of Grant Prideco will be
distributed for every two shares of the Company's Common Stock held by its
shareholders. The Company also contemplates that Grant Prideco will raise
approximately $200.0 million in indebtedness at the time of the spin-off, of
which approximately $100.0 million will be used to repay intercompany
indebtedness owed to the Company.

     SALE AND LEASEBACK OF EQUIPMENT

     The Company's Compression Services Division entered into a second sale and
leaseback arrangement in July 1999 where it was provided with the right to sell
up to $150.0 million of compression units during the next eighteen months and
lease them back over a five year period under an operating lease.

     ACQUISITION

     In July 1999, the Company acquired a 50.01% interest in Voest-Alpine
Stahlrohr Kindberg GmbH & Co KG ("VA") for approximately $30.0 million, of which
approximately $7.5 million was paid in cash and the remainder is to be paid over
a period of 7 years. VA produces high quality seamless tubulars in Austria,
including green tube used by Grant Prideco in its drill pipe operations.


                                       11
<PAGE>   12
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

GENERAL

   The following is a discussion of our results of operations for the three and
six months ended June 30, 1999, and June 30, 1998, and our current financial
position. This discussion should be read in conjunction with our financial
statements that are included with this report as well as our Annual Report on
Form 10-K for the year ended December 31, 1998, previously filed with the
Securities and Exchange Commission.

   Our businesses are concentrated in the oilfield service and equipment
industry and are conducted through four separate segments: Completion and
Oilfield Services, Artificial Lift Systems, Compression Services and Drilling
Products. Our discussion of our results and financial condition includes various
forward-looking statements about our markets, the demand for our products and
services and our future results. These statements are based on certain
assumptions that we consider to be reasonable. For information about these
assumptions, you should refer to our Section entitled "Forward-Looking
Statements."

MARKET TRENDS AND OUTLOOK

   The market for oilfield products and services remained depressed during the
second quarter of 1999. The domestic and international rig count continued to be
at or near historical low levels and despite significant increases in oil prices
in the second quarter, drilling and production activity has remained low. The
increase in oil prices has followed an agreement of the Organization of
Petroleum Exporting Countries to limit oil production. Such agreement has
generally been maintained. The increase in oil prices has resulted in a slight
increase in the rig count and drilling activity since the beginning of the year.
However, overall activity in our business has remained depressed and we do not
currently expect market conditions to materially improve until later this year
or early 2000. Further, improvements in our operations will be dependent upon
the segment of the industry involved. We expect that our artificial lift group
will be the first to benefit from the improvement as production projects are
reinstated in light of the higher prices of oil, in particular heavy oil in
Canada. Our completion and downhole service group is also expected to begin to
benefit from the improved activity, in particular in North America. This pickup,
however, is expected to be gradual and we expect that results in this group will
be affected by pricing pressures through at least the remainder of the year. Our
compression business, which is less effected by day-to-day market factors, is
not expected to materially improve and, in fact, our domestic compression
business is seeing pricing pressure due to excess inventory in the market. Our
drilling products group, which is heavily dependent on drilling activity and is
impacted by inventory levels of drill pipe on idle rigs, is not expected to
realize any material improvement in results until sometime in the year 2000.

   Looking forward into the remainder of this year, the level of market
improvements for our businesses will be heavily dependent on whether oil and
natural gas prices can remain at or about their present levels and the impact
recent market improvements may have on customer spending. The industry
improvements will also affect our divisions at different times. Although we
believe that the activity levels in our industry are at or near their bottom,
the timing and extent of a recovery is difficult to predict and will be
dependent on many external factors.

   The following chart sets forth certain historical statistics that are
reflective of the market conditions in which we operate:

<TABLE>
<CAPTION>
                                                 HENRY HUB   NORTH AMERICAN    INTERNATIONAL
                                 WTI OIL (1)      GAS (2)    RIG COUNT (3)     RIG COUNT (3)
                                 -----------     ----------  --------------    -------------
<S>                              <C>             <C>         <C>               <C>
June 1999 .............          $     17.89     $    2.394             724              597
December 1998 .........                11.28          1.945             895              671
June 1998 .............                13.66          2.469           1,079              794
</TABLE>

(1)      Price per barrel as of June 30- Source:  Applied Reasoning, Inc.
(2)      Price per MM/BTU as of June 30 - Source:  Oil World
(3)      Average rig count for June - Source:  Baker Hughes Rig Count

   The reduction in drilling and production activity impacted our businesses
through lower revenues, pricing pressure and reduced margins. Reflected in our
results are the following trends:

o        North American activity remained depressed as many of our customers
         delayed spending due to uncertainties on oil prices and the impact of
         consolidation efforts. North American revenues for the second quarter
         improved slightly as compared to the first quarter.
o        International revenues continued to decline as the average rig count
         decreased to approximately 600 from 800 as of June 30, 1998.
o        Excess product and service capacity has placed pressure on prices and
         margins as competitors have sought to maintain or gain market share
         through price reductions. We estimate that pricing declined between 10%
         and 15% during the first half of 1999, depending on the product or
         service.


                                       12
<PAGE>   13

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998

   The following charts contain selected financial data comparing our results
for 1999 and 1998:

COMPARATIVE FINANCIAL DATA

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                                         JUNE 30,
                                              ------------------------------
                                                1999                 1998
                                              ---------            ---------
                                                  (in thousands, except
                                                       percentages)
<S>                                           <C>                  <C>
Revenues .............................        $ 343,095            $ 530,833
Gross Profit .........................           83,915              167,118(a)
Gross Profit % .......................             24.5%                31.5%
Selling, General and Administrative
  Attributable to Segments ...........        $  69,755            $  64,472
Corporate General and Administrative..            7,243                7,157
Operating Income (Loss) ..............            7,353              (11,373)(a)
Net Loss .............................           (2,020)             (14,891)(a)
EBITDA (b) ...........................           54,935               30,214(a)
</TABLE>

(a)    Includes $120.0 million, $78.0 million net of tax, of merger and other
       charges relating to the merger between EVI and Weatherford Enterra and a
       reorganization and rationalization of our business in light of industry
       conditions. Of these charges, $12.4 million related to the write-off of
       inventory has been classified as cost of products.

(b)    EBITDA is calculated by taking operating income and adding back
       depreciation and amortization. We have included an EBITDA calculation
       here because when we look at the performance of our businesses, we give
       consideration to their EBITDA. Calculations of EBITDA should not be
       viewed as a substitute to calculations under GAAP, in particular cash
       flows from operations, operating income and net income. In addition,
       EBITDA calculations by one company may not be comparable to another
       company.

 SALES BY GEOGRAPHIC REGION

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED
                                             JUNE 30,
                                        ------------------
                                        1999          1998
                                        ----          ----
REGION: (a)
<S>                                      <C>           <C>
U.S. .........................           57%           63%
Canada .......................           13%           12%
Europe .......................           10%            8%
Latin America ................            6%            5%
Africa .......................            6%            4%
Middle East ..................            3%            2%
Other ........................            5%            6%
                                        ---           ---
    Total ....................          100%          100%
                                        ===           ===
</TABLE>

   (a) Sales are based on the region of origination.


                                       13
<PAGE>   14
   Our results for the three months ended June 30, 1999 reflected the adverse
market conditions in which we are operating. These conditions had the following
effects on our results:

o      Revenues for the three months ended June 30, 1999 declined 35.4% compared
       to the same period in 1998.
o      Our second quarter 1999 revenues in North America were $152.4 million
       less than they were in the second quarter of 1998.
o      Operating income declined $101.3 million in the second quarter of 1999,
       as compared to the second quarter of 1998 operating income of $108.6
       million, excluding the effect of the one-time charge of $120.0 million
       relating to the merger of EVI and Weatherford Enterra.
o      We have continued our cost reduction efforts to reduce operating costs in
       response to a continued decline in market conditions.
o      Our corporate expenses of $7.2 million for the second quarter of 1999
       were comparable to the second quarter of 1998.
o      Our effective tax rate for the second quarter of 1999 was 40.3% due to
       the mix between foreign and U.S. tax attributes for 1999.

SEGMENT RESULTS

     COMPLETION AND OILFIELD SERVICES

     Our Completion and Oilfield Services Division experienced reductions in
revenue, operating income and margins as the rig count declined and the demand
for its products and services dropped. This division's North American completion
and downhole services operations were the most adversely affected by the
downturn. We believe that the U.S. and Canadian revenue declines in this
division have generally bottomed out. In this regard, we currently expect that
revenues for this division should be generally flat or up slightly in the third
quarter from the second quarter of 1999. We are continuing to feel pricing
pressures that will affect margins absent a material improvement in revenue
growth. In most of our international markets, we are seeing reduced volumes and
continue to experience pricing pressures due to soft demand.

     The following chart sets forth additional data regarding the results of our
Completion and Oilfield Services Division for the second quarters of 1999 and
1998:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 JUNE 30,
                                                       ---------------------------
                                                         1999               1998
                                                       --------           --------
                                                          (in thousands, except
                                                               percentages)
<S>                                                    <C>                <C>
Revenues ....................................          $160,411           $218,544
Gross Profit ................................            39,783             76,993(a)
Gross Profit % ..............................              24.8%              35.2%
Selling, General and Administrative .........          $ 30,467           $ 23,502
Operating Income ............................             9,752             28,001(a)
EBITDA ......................................            35,544             50,423(a)
</TABLE>

(a)    Includes merger and other charges of $26.8 million, which consists of
       $3.2 million for facility closures, $23.1 million for write-down of
       assets and $0.5 million for write-off of inventory. The write-off of
       inventory has been classified as cost of products.

     Material items affecting the results of our Completion and Oilfield
Services Division for the second quarter of 1999 compared to 1998 were:

o      Our North American revenues for the second quarter of 1999 declined by
       36.6% as compared to 1998 due to an average rig count reduction of 40.3%.
       Contributing to the decline in North American revenues was a 43.8%
       decline in Canadian revenues as compared to the second quarter of 1998
       due to a Canadian average rig count reduction of 42.1% and the longer
       than usual spring break up. Our international revenues, excluding Canada,
       decreased by 16.6% from the second quarter of 1998 to $91.0 million. The
       most significant revenue decrease occurred in the Latin American market
       which declined 27.5% compared to the second quarter of 1998.
o      Gross profit percentage declined in the second quarter of 1999 by 10.4%
       as compared to the second quarter of 1998, due to revenue and pricing
       declines and factory underutilization.


                                       14
<PAGE>   15
o      Selling, general and administrative expenses increased as a percentage of
       revenues from 10.8% in the second quarter of 1998 to 19.0% in the second
       quarter of 1999. The increase primarily reflects a lower revenue base and
       start up costs for new product lines and businesses.
o      Operating income declined $45.1 million in the second quarter of 1999
       from the second quarter of 1998, before the effect of the merger and
       other charges, primarily due to reduced revenues associated with industry
       conditions and resulting operational inefficiencies attributable to lower
       operating levels.

     ARTIFICIAL LIFT SYSTEMS

     Our Artificial Lift Systems Division's results for the second quarter of
1999 compared to the second quarter of 1998, were down significantly due to a
substantial reduction in demand for our artificial lift products in line with
the activity decline in the industry. This decline was most pronounced in the
United States where our second quarter 1998 U.S. sales represented approximately
55.9% of the division's total revenue.

     Operating results from our Artificial Lift Systems Division are heavily
dependent on oil production activity. With the recent increases in oil prices,
the significant revenue declines that were experienced throughout 1998 have
gradually begun to reverse, as evidenced by an 8.3% increase in revenues over
the first quarter of 1999. We expect the results from this division to continue
to improve during the year, in particular from sales outside the United States.
The level of improvement in this division will depend on our customer's reaction
to higher oil prices and the strength of the recovery.

     The following chart sets forth additional data regarding the results of our
Artificial Lift Systems Division for the second quarters of 1999 and 1998:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 JUNE 30,
                                                       ---------------------------
                                                         1999               1998
                                                       --------           --------
                                                          (in thousands, except
                                                               percentages)
<S>                                                    <C>                <C>
Revenues ....................................          $ 62,227           $ 90,427
Gross Profit ................................            23,757             24,693(a)
Gross Profit % ..............................              38.2%              27.3%
Selling, General and Administrative .........          $ 21,086           $ 24,510
Operating Income (Loss) .....................             2,671             (9,064)(a)
EBITDA ......................................             7,506             (4,306)(a)
</TABLE>

     (a) Includes merger and other charges of $18.6 million, which consists of
         $7.7 million for facility closures, $9.3 million for the write-off of
         inventory and $1.6 million related to the write-down of assets. The
         write-off of inventory has been classified as costs of products.

     Material items affecting the results of our Artificial Lift Systems
Division as reflected above for the second quarter of 1999 compared to the
second quarter of 1998 were:

o        The second quarter of 1999 experienced a decline in revenues of 31.2%
         compared to the second quarter of 1998 due to the industry downturn.
         United States revenues declined 43.4% due to the average rig count
         reduction of 40.0%. Canadian revenues were down only 4.8% as the
         Canadian heavy oil market had significantly declined by the second
         quarter of 1998.
o        Gross profit as a percentage of revenues increased from 37.6% in the
         second quarter of 1998, excluding the effect of the merger and other
         charges, to 38.2% in the second quarter of 1999, due to cost reductions
         implemented.
o        Selling, general and administrative expenses declined due to cost
         reduction efforts. Selling, general and administrative expenses
         increased as a percentage of revenues from 27.1% in the second quarter
         of 1998 to 33.9% in the second quarter of 1999. The increase was
         primarily a result of a lower revenue base.
o        The change in operating income to $2.7 million for the second quarter
         of 1999 as compared to second quarter 1998 operating income of
         $9.5 million, before the effect of the merger and other charge, is a
         result of the sharp decline in revenues. Pricing was only marginally
         down during the period due to the nature of the business and our market
         position. We are, however, continuing to see pricing pressures in some
         markets due to the consolidation of our customers and the downturn
         in the market.


                                       15
<PAGE>   16
     COMPRESSION SERVICES

     Our Compression Services Division's results for the second quarter of 1999
reflected increased revenues and improved cash flows as compared to the second
quarter of 1998. Contributing to the increased revenues in the second quarter
of 1999 as compared to the first quarter of 1999 was the additional month
of revenues from the joint venture entered into with GE Capital in February
1999. However, demand declined in the second quarter from the first quarter of
1999 levels for compressor unit rentals. Compressor unit sales and services
revenues were strong in the second quarter of 1999.

     The Compression Services Division expanded its international presence
through the award of a seven year contract by YPF S.A. in Argentina. The
division will provide total compression services to YPF, including ownership of
the compression equipment, maintenance and daily service operations, with
estimated revenues over the seven years of $95.0 million. This project is
expected to be fully operational in the third quarter of 1999.

     The following chart sets forth additional data regarding the results of our
Compression Services Division for 1999 and 1998:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 JUNE 30,
                                                       ----------------------------
                                                         1999                1998
                                                       --------            --------
                                                           (in thousands, except
                                                               percentages)
<S>                                                    <C>                 <C>
Revenues ....................................          $ 55,950            $ 47,164
Gross Profit ................................            11,900               9,970
Gross Profit % ..............................              21.3%               21.1%
Selling, General and Administrative .........          $  7,244            $  5,215
Operating Income ............................             4,656               4,755
EBITDA ......................................            13,822              10,638
Minority Interest Expense, Net of Taxes .....              (915)               --
</TABLE>

     Material items affecting the results of our Compression Services Division
for 1999 compared to 1998 were:

o      The increase in revenues primarily reflects the impact of the joint
       venture and higher equipment sales.
o      Gross profit as a percentage of revenues increased slightly due to
       product sales mix.
o      The increase in selling, general and administrative expenses for the
       second quarter of 1999 compared to 1998 primarily reflects additional
       staff associated with our joint venture.
o      Pricing pressures for compressor rentals occurred during the quarter in
       the United States due to excess compressor equipment in the market.

DRILLING PRODUCTS

     Our Drilling Products Division continued to be severely impacted by the
decline in worldwide drilling activity in 1998 and 1999. Revenues for the second
quarter of 1999 were down by more than 60% from the relatively high levels
recorded in the second quarter of 1998. This division's backlog of drill stem
products is being replaced at diminishing rates. At June 30, 1999, the backlog
in drill stem products was $35.9 million compared to the backlog of $89.9
million at December 31, 1998.

     The outlook for this division will be dependent on the timing of a
worldwide drilling recovery. Improvements in the demand for drill stem products
will likely lag any recovery in drilling activity from three to six months due
to existing customer inventory levels. We expect drill stem revenues to remain
weak in the third quarter of 1999. Pending a recovery in drilling activity,
sales of drill stem products will be primarily limited to specialty products.

     In July 1999, we acquired a 50.01% ownership interest in Voest-Alpine
Stahlrohr Kindberg GmbH & Co KG in Austria. Voest-Alpine owns a tubular mill in
Austria with a capacity of approximately 300,000 metric tons that is capable of
supplying a large portion of our green tube requirements in the U.S. The impact
of this investment and supply contract should benefit our Drilling Products
Division as the market recovers by providing us with a reliable source of raw
materials from a controlled affiliate, significantly reduced cost of raw
material and a 50% profit participation in Voest-Alpine's business.


                                       16
<PAGE>   17
     As more fully described below, we recently announced the potential spin-off
of our Drilling Products Division. The spin-off would be effected in order to
allow this division and our other divisions to focus on their own operations and
grow in their core markets. The spin-off would also allow our drilling products
business to fund acquisitions and expansions using its own capital.

     The following chart sets forth additional data regarding the results of our
Drilling Products Division for the second quarter of 1999 and 1998:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 JUNE 30,
                                                       ----------------------------
                                                         1999               1998
                                                       --------            --------
                                                          (in thousands, except
                                                               percentages)
<S>                                                    <C>                 <C>
Revenues ....................................          $ 64,507            $174,698
Gross Profit ................................             8,475              55,462(a)
Gross Profit % ..............................              13.1%               31.7%
Selling, General and Administrative .........          $ 10,958            $ 11,245
Operating Income (Loss) .....................            (2,483)             39,767(a)
EBITDA ......................................             4,797              47,628(a)
</TABLE>

     (a) Includes merger and other charges of $6.9 million, including $2.5
         million for write-off of inventory and $4.4 million for facility
         closures. The write-off of inventory has been classified as costs of
         products.

     Material items affecting the results of our Drilling Products Division for
the second quarter of 1999 and 1998 were:

o      The decrease in revenues during the second quarter of 1999 reflects the
       overall decline in drilling activity and the consumption of excess drill
       pipe from idle rigs.
o      Sales of premium tubular products and connections were $32.2 million for
       the second quarter of 1999 compared to $56.0 million for second quarter
       of 1998.
o      The decline in premium tubular revenues results from a decrease in demand
       due to prevailing market conditions as distributors' inventories continue
       to be reduced and consolidated.
o      Gross profit, gross profit percentages and operating income declined due
       to lower sales volume and high fixed costs associated with the
       manufacturing operations. These costs were somewhat reduced by internal
       purchases of drill pipe for our rental operations in anticipation of
       market improvements.
o      The selling, general and administrative costs for our Drilling Products
       Division declined slightly from 1998 due to cost reductions. We are also
       in the process of implementing a consolidation of certain of our
       manufacturing operations for this division, which is expected to further
       reduce the selling, general and administrative expenses of this division.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998

     The following charts contain selected financial data comparing our results
for 1999 and 1998:

 COMPARATIVE FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED
                                                                    JUNE 30,
                                                        -------------------------------
                                                           1999                 1998
                                                        ----------           ----------
                                                             (in thousands, except
                                                                  percentages)
<S>                                                     <C>                  <C>
Revenues .....................................          $  696,929           $1,101,353
Gross Profit .................................             178,488              353,280(a)
Gross Profit % ...............................                25.6%                32.1%
Selling, General and Administrative
  Attributable to Segments ...................          $  141,935           $  133,155
Corporate General and Administrative .........              13,065               15,385
Operating Income .............................              24,378               98,658(a)
Net Income ...................................                 518               46,252(a)
EBITDA (b) ...................................             118,216              182,185(a)
</TABLE>


                                       17
<PAGE>   18
(a)    Includes $120.0 million, $78.0 million net of tax, of merger and other
       charges relating to the merger between EVI and Weatherford Enterra and a
       reorganization and rationalization of our business in light of industry
       conditions. Of these charges, $12.4 million related to the write-off of
       inventory has been classified as cost of products.

(b)    EBITDA is calculated by taking operating income and adding back
       depreciation and amortization. We have included an EBITDA calculation
       here because when we look at the performance of our businesses, we give
       consideration to their EBITDA. Calculations of EBITDA should not be
       viewed as a substitute to calculations under GAAP, in particular cash
       flows from operations, operating income and net income. In addition,
       EBITDA calculations by one company may not be comparable to another
       company.

 SALES BY GEOGRAPHIC REGION

<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED
                                             JUNE 30,
                                        ------------------
                                        1999          1998
                                        ----          ----
REGION: (a)
<S>                                      <C>           <C>
U.S. .........................           55%           58%
Canada .......................           13%           15%
Europe .......................           10%            8%
Latin America ................            7%            7%
Africa .......................            6%            4%
Middle East ..................            3%            2%
Other ........................            6%            6%
                                        ---           ---
    Total ....................          100%          100%
                                        ===           ===
</TABLE>

   (a) Sales are based on the region of origination.

   Our results for the six months ended June 30, 1999 reflected the depressed
market conditions. These conditions had the following effects on our results:

o      Revenues for the six months ended June 30, 1999 declined 36.7% compared
       to the same period in 1998.
o      Of the $404.4 million decline in revenues from 1998 to 1999, $336.5
       million, or 83.2%, was attributable to sales in North America.
o      A $194.3 million decline in the first half of 1999 operating income, as
       compared to the first half of 1998 operating income of $218.7 million,
       excluding the effect of merger and other charges, reflected the
       significant decline in our industry.
o      Selling, general and administrative expenses attributable to the segments
       increased as a percent of revenue due primarily to a lower revenue base
       and startup costs for new product lines and businesses.
o      The decrease in corporate expenses from 1998 was primarily attributable
       to consolidation savings.

SEGMENT RESULTS

     COMPLETION AND OILFIELD SERVICES

     Our Completion and Oilfield Services Division experienced reductions in
revenue, operating income and margins as rig count declined and demand for its
products and services dropped. This division's North American operations were
the most adversely affected by the downturn. In most of our international
markets, we continue to experience pricing pressures due to soft demand.


                                       18
<PAGE>   19
     The following chart sets forth additional data regarding the results of our
Completion and Oilfield Services Division for the first half of 1999 and 1998:

<TABLE>
<CAPTION>
                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                       ---------------------------
                                                         1999               1998
                                                       --------           --------
                                                          (in thousands, except
                                                               percentages)
<S>                                                    <C>                <C>
Revenues ....................................          $325,698           $448,306
Gross Profit ................................            88,025            159,308(a)
Gross Profit % ..............................              27.0%              35.5%
Selling, General and Administrative .........          $ 62,133           $ 49,646
Operating Income ............................            26,782             84,952(a)
EBITDA ......................................            78,857            129,996(a)
</TABLE>

(a)    Includes merger and other charges of $26.8 million, which consists of
       $3.2 million for facility closures, $23.1 million for write-down of
       assets and $0.5 million for write-off of inventory. The write-off of
       inventory has been classified as cost of products.

     Material items affecting the results of our Completion and Oilfield
Services Division for the first half of 1999 compared to 1998 were:

o      Our North American revenues for the first six months of 1999 declined by
       42.3% as compared to 1998 due to an average rig count reduction of 41.0%.
o      Our international revenues, excluding Canada, decreased by 10.4% in the
       first six months of 1999 to $188.5 million, as compared to the six months
       ended June 30, 1998. The most significant revenue decrease occurred in
       the Latin American market which declined 22.2%.
o      Gross profit percentage declined in the first six months of 1999 by 8.6%,
       excluding the effect of the merger and other charges, due to revenue and
       pricing declines and plant under absorption.
o      Selling, general and administrative expenses increased as a percentage of
       revenues from 11.1% in the second half of 1998 to 19.1% in the first half
       of 1999. The increase primarily reflects a lower revenue base and start
       up costs relating to new product lines and businesses.
o      Operating income declined in the first six months of 1999 to $26.8
       million from $111.8 million in the six months ended June 30, 1998,
       excluding the effect of merger and other charges, primarily due to
       reduced revenues associated with industry conditions and resulting
       operational inefficiencies attributable to lower operating levels.

     ARTIFICIAL LIFT SYSTEMS

     Our Artificial Lift Systems Division's results for the first half of 1999
compared to the first half of 1998, were down significantly due to a substantial
reduction in demand for our artificial lift products following the downturn in
the industry. This decline was most pronounced in North America where our sales
for the six months ended June 30, 1998, represented approximately 83.9% of the
division's total revenue.

     Operating results from our Artificial Lift Systems Division are heavily
dependent on oil production activity. With the recent increases in oil prices,
the significant revenue declines that were experienced throughout 1998 have
gradually begun to reverse, as evidenced by an 8.3% increase in revenues in the
quarter ended June 30, 1999 over the first quarter of 1999. We expect the
results from this division to continue to improve during the year, in particular
from sales outside the United States, due to higher oil prices and improved
production activity. The level of improvement in this division will depend on
our customer's reaction to higher oil prices and the strength of the recovery.


                                       19
<PAGE>   20
     The following chart sets forth additional data regarding the results of our
Artificial Lift Systems Division for the first half of 1999 and 1998:

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED
                                                                 JUNE 30,
                                                       ---------------------------
                                                         1999               1998
                                                       --------           --------
                                                           (in thousands, except
                                                               percentages)
<S>                                                    <C>                <C>
Revenues ....................................          $119,698           $197,556
Gross Profit ................................            45,152             62,884(a)
Gross Profit % ..............................              37.7%              31.8%
Selling, General and Administrative .........          $ 43,325           $ 50,745
Operating Income ............................             1,827              2,892(a)
EBITDA ......................................            11,497             12,580(a)
</TABLE>

(a)    Includes merger and other charges of $18.6 million, which consists of
       $7.7 million for facility closures, $9.3 million for the write-off of
       inventory and $1.6 million related to the write-down of assets. The
       write-off of inventory has been classified as cost of products.

     Material items affecting the results of our Artificial Lift Systems
Division as reflected above for the first half of 1999 compared to the first
half of 1998 were:

o        The first half of 1999 experienced a decline in revenues of 39.4%
         compared to the first half of 1998 due to the industry downturn which
         began to impact this division in the second quarter of 1998.
o        Gross profit declined to $45.2 million in the first half of 1999 from
         $72.2 million in first half of 1998, excluding the effect of merger and
         other charges, due primarily to a lower revenue base and pricing
         declines. Gross profit as a percent of revenue increased to 37.7% from
         36.5% for the six months of 1999 as compared to 1998, excluding the
         effect of the merger and other charges, due to the continued cost
         reduction efforts.
o        Selling, general and administrative expenses declined due to the cost
         reductions implemented in response to the depressed industry
         conditions. Selling, general and administrative expenses increased
         10.5% as a percent of revenue due to lower revenue levels.
o        The decline in operating income of $19.6 million for the first six
         months of 1999, as compared to 1998, excluding the effect of the merger
         and other charges, is a result of the sharp decline in revenues and
         pricing pressures.

     COMPRESSION SERVICES

     Our Compression Services Division's results for the first six months of
1999 reflected improved margins, operating income and cash flow on essentially
flat revenues. The improvements were primarily attributable to a better revenue
mix and the impact of the joint venture entered into with GE Capital in February
1999.

     The Compression Services Division expanded its international presence
through the award of a seven year contract by YPF S.A. in Argentina. The joint
venture will provide total compression services to YPF, including ownership of
the compression equipment, maintenance and daily service operations, with
estimated revenues over the seven years of $95.0 million. This project is
expected to be fully operational in the third quarter of 1999.

     Demand, and as a result pricing, for our compression services in the first
half of 1999 was down for rental compressor units due to high inventory levels.


                                       20
<PAGE>   21
     The following chart sets forth additional data regarding the results of our
Compression Services Division for 1999 and 1998:

<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED
                                                                      JUNE 30,
                                                            ----------------------------
                                                              1999                1998
                                                            --------            --------
                                                                (in thousands, except
                                                                    percentages)
     <S>                                                    <C>                 <C>
     Revenues ....................................          $ 98,533            $ 90,165
     Gross Profit ................................            23,929              19,786
     Gross Profit % ..............................              24.3%               21.9%
     Selling, General and Administrative .........          $ 14,257            $ 10,358
     Operating Income ............................             9,672               9,428
     EBITDA ......................................            26,406              21,403
     Minority Interest Expense, Net of Taxes .....            (1,886)               --
</TABLE>

     Material items affecting the results of our Compression Services Division
for the first six months of 1999 compared to the first six months of 1998 were:

     o  Gross profit as a percentage of revenues increased due to improved
        product and sales mix.
     o  The increase in selling, general and administrative expenses for the
        first half of 1999 compared to 1998 primarily reflects additional staff
        associated with our joint venture.

     DRILLING PRODUCTS

     Our Drilling Products Division was severely impacted by the decline in
worldwide drilling activity in late 1998 and 1999. Revenues for the second
quarter of 1999, were down by more than 50% from the high level recorded in the
second quarter of 1998. This division's backlog of drill stem products is being
replaced at diminishing rates.

      The following chart sets forth data regarding the results of our Drilling
Products Division for the first half of 1999 and 1998:

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED
                                                                       JUNE 30,
                                                            ------------------------------
                                                              1999                 1998
                                                            ---------            ---------
                                                                  (in thousands, except
                                                                      percentages)
     <S>                                                    <C>                  <C>
     Revenues ....................................          $ 153,000            $ 365,326
     Gross Profit ................................             21,382              111,302(a)
     Gross Profit % ..............................               14.0%                30.5%
     Selling, General and Administrative .........          $  22,220            $  22,406
     Operating Income (Loss) .....................               (838)              84,446(a)
     EBITDA ......................................             13,649               99,939(a)
</TABLE>

(a)      Includes merger and other charges of $6.9 million, including $2.5
         million for write-off of inventory and $4.4 million for facility
         closures. The write-off of inventory has been classified as costs of
         products.

     Material items affecting the results of our Drilling Products Division for
the six months ended June 30, 1999 compared to same period in 1998 were:

     o  The decrease in revenues from 1998 to 1999 reflects the overall decline
        in drilling activity and the consumption of excess drill pipe from idle
        rigs.
     o  For the first half of 1998, revenues and gross profit for this division
        benefited from sales from backlog notwithstanding a general decline in
        market conditions that began in early 1998.
     o  Sales of premium tubular products and connections were $64.2 million for
        the six months ended June 30, 1999 compared to $133.6 million for the
        six months ended June 30, 1998.
     o  The decline in premium tubular revenues results from a decrease in
        demand due to prevailing market conditions as distributors' inventories
        continue to be reduced and consolidated.


                                       21
<PAGE>   22
     o  Gross profit, gross profit percentages and operating income declined due
        to lower sales volume and high fixed costs associated with the
        manufacturing operations.
     o  During the first half of 1999, we reduced the headcount in this division
        by more than 300 people.

1998 SPECIAL CHARGES

     In the second quarter of 1998, we incurred $120.0 million in merger and
other charges relating to the merger between EVI and Weatherford Enterra and a
reorganization and rationalization of our businesses in light of the initial
downturn in the industry. These charges had been fully realized as of December
31, 1998.

     We incurred a $75.0 million charge in the fourth quarter of 1998 related to
the decline in our markets. As of December 31, 1998 $51.5 million of these
charges had been utilized. The remaining $23.5 million of these charges were
fully utilized in the first half of 1999 as follows:

     o  The severance and related costs included in the fourth quarter charges
     were $7.6 million for 1,000 employees to be terminated in the first half of
     1999, in accordance with the announced plan. These employees had all been
     terminated by June 30, 1999.

     o  The facility and plant closures of $12.8 million were accrued in the
     fourth quarter of 1998 for the consolidation and closure of 100 service,
     manufacturing and administrative facilities in response to declining market
     conditions in the fourth quarter. These facilities had all been closed as
     of June 30, 1999.

     o  The corporate related expenses of $3.1 million recorded in the fourth
     quarter were primarily for the consolidation of technology centers, the
     relocation of corporate offices and the related lease obligations to align
     the corporate cost structure in light of current conditions.

     o  In the second quarter of 1999, $3.1 million, $6.6 million and $1.7
     million were utilized by the Completion and Oilfield Services Division, the
     Artificial Lift Systems Division, and Corporate, respectively.

     o  In the first half of 1999, $7.7 million of the 1998 fourth quarter
     charge was utilized by the Completion and Oilfield Services Division, $12.1
     million by the Artificial Lift Systems Division and $3.7 million by
     Corporate.

LIQUIDITY AND CAPITAL RESOURCES

     Our current sources of capital are current cash, cash generated from
operations and borrowings under bank lines of credit. We believe that the
current reserves of cash and short-term investments, access to our existing
credit lines and internally generated cash from operations are sufficient to
finance the projected cash requirements of our current and future operations. We
are continually reviewing acquisitions in our markets. Depending upon the size,
nature and timing of an acquisition, we may need additional capital in the form
of either debt, equity or a combination of both.

     The following chart contains information regarding our capital resources
and borrowings and exposures as of June 30, 1999 and December 31, 1998:

<TABLE>
<CAPTION>
                                                        JUNE 30,          DECEMBER 31,
                                                          1999                1998
                                                       ---------          ------------
                                                               (in thousands)
     <S>                                               <C>                 <C>
     Cash and Cash Equivalents ..............          $  29,952           $  40,201
     Short-Term Borrowings ..................            236,348             185,729
     Letters of Credit Outstanding ..........             29,051              29,937
     Cumulative Foreign Currency Translation
       Adjustment ...........................            (81,700)            (76,389)
     International Assets Hedged (U.S. Dollar
       Equivalent) ..........................             28,914              33,365
</TABLE>

     The reduction in our cash and cash equivalents since December 31, 1998, was
primarily attributable to the following:

     o  Cash inflow of $54.4 million from operating activities.


                                       22
<PAGE>   23
     o  Borrowings, net of repayments, on term debt and other short-term
        facilities of $46.3 million.
     o  Proceeds from the sale and leaseback of Compression units of $83.5
        million. Of these proceeds, $65.4 million were subsequently paid to GE
        Capital under terms of the joint venture agreement.
     o  Capital expenditures of property, plant and equipment of $84.9 million.
     o  Acquisition of new businesses for approximately $43.0 million in cash,
        net of cash required.

     PROPOSED SPIN-OFF OF DRILLING PRODUCTS DIVISION

     On July 21, 1999, we announced that we are proposing to spin-off our Grant
Prideco Drilling Products business to our shareholders. We currently expect that
a spin-off of Grant Prideco to our shareholders will be effected by year-end,
subject to the receipt of a favorable private letter ruling by the Internal
Revenue Service ("I.R.S.") regarding the tax-free nature of the spin-off. A
request for a ruling was filed with the I.R.S. in July 1999.

     We are proposing the spin-off of Grant Prideco to allow Grant Prideco and
our non-Grant Prideco businesses to each focus on their own operations and
growth in their core markets. As previously disclosed by us in our filings with
the Securities and Exchange Commission, we have in recent periods concentrated
our growth on the acquisition and development of new technologies directed at
reservoir recovery. Grant Prideco's growth is focused on the manufacture of
value added products in the tubular segment of the industry. The proposed
spin-off is expected to allow all of our businesses to continue to expand and
grow on a more focused basis and to permit our remaining businesses and those of
Grant Prideco to pursue opportunities that might not otherwise be available on a
combined basis. The spin-off of Grant Prideco will also allow it to fund future
acquisitions and expansions using its own capital. We expect that following the
spin-off, Grant Prideco will continue to actively pursue growth opportunities in
the tubular segment of the industry.

     The final structure of the spin-off has not been determined and will be
announced at the time of the final approval of the spin-off. However, we
currently expect that one share of Grant Prideco will be distributed for every
two shares of our Common Stock held by our shareholders. We also contemplate
that Grant Prideco will raise approximately $200.0 million in indebtedness at
the time of the spin-off, of which approximately $100.0 million will be used to
repay intercompany indebtedness to Weatherford.

     BANKING FACILITIES

     In May 1998, we put in place a five-year unsecured revolving credit
facility that allows us to borrow up to $250.0 million at any time. The facility
consists of a $200.0 million U.S. credit facility and a $50.0 million Canadian
credit facility. As of June 30, 1999, $142.9 million was available under the
credit facility. Borrowings under this facility bear interest at the U.S. prime
rate or a variable rate based on the LIBOR. Our credit facility contains
customary affirmative and negative covenants, including a maximum debt to
capitalization ratio, a minimum interest coverage ratio, a limitation on liens
and a limitation on asset dispositions. In addition, we currently have
$130.0 million drawn on other uncommitted lines which are due on demand.


                                       23
<PAGE>   24
     CONVERTIBLE SUBORDINATED DEBENTURES

     In November 1997, we completed a private placement of $402.5 million
principal amount of our 5% Convertible Subordinated Preferred Equivalent
Debentures due 2027. The Debentures bear interest at an annual rate of 5% and
are convertible into Common Stock at a price of $80 per share. We have the right
to redeem the Debentures at any time on or after November 4, 2000, at redemption
prices provided for in the indenture agreement, and are subordinated in right of
payment of principal and interest to the prior payment in full of certain
existing and future senior indebtedness. We also have the right to defer
payments of interest on the Debentures by extending the quarterly interest
payment period on the Debentures for up to 20 consecutive quarters at any time
when we are not in default in the payment of interest.

     7 1/4% SENIOR NOTES DUE 2006

     We have outstanding $200.0 million of publicly-traded 7 1/4% Senior Notes
due May 15, 2006. Interest on the 7 1/4% Senior Notes is payable semi-annually
on May 15 and November 15 of each year.

     COMPRESSION FINANCING

     Our Compression Services Division has entered into various sale and
leaseback arrangements where it has sold $215.8 million of compression units and
has a right to sell up to another $134.2 million of compression units. Under
these arrangements, legal title to the compression units are sold to third
parties and leased back to the division under a five year operating lease with a
market based purchase option.

     As of December 31, 1998, our Compression Services Division had sold
compressors under these arrangements having appraised values of $119.6 million
and had received cash in the amount of $100.0 million and a receivable of $19.6
million. During the first six months of 1999, our Compression Services Division
sold additional compressors having an appraised value of $68.5 million and
received cash of $83.5 million.

     Of the proceeds received by our Compression Services Division from the sale
and leaseback of the compressor units, $100.0 million was distributed to us by
the division and $65.4 million was distributed to GE Capital as part of the
joint venture. The remaining proceeds of these sales are held by the joint
venture for internal corporate purposes and growth. We have guaranteed certain
of the obligations of the joint venture with respect to the sale of $200.0
million of the compression units. The remaining sales by the joint venture were
done on a non-recourse basis to us and are limited solely to the assets of the
joint venture.

     CAPITAL EXPENDITURES

     Our capital expenditures for property, plant and equipment during the first
half of 1999 were $84.9 million and primarily relate to compression and other
rental equipment, fishing tools and tubular service equipment. Specifically, of
our capital expenditures $25.0 million was for our Compression Services Division
primarily related to U.S. assets and the long term contract with YPF. A portion
of the 1999 capital expenditures related to projects initiated at the end of
1998. We expect capital expenditures for the remainder of 1999 to be
approximately $50.0 million, primarily due to projected expenditures for our
Compression Services Division.

     Our compression operations are, by their nature, capital intensive and
require substantial investments in compressor units. These capital investments
have historically been financed through existing cash and internally generated
cash flow. We expect that future capital investments by our compression division
will be financed by our compression joint venture through debt, sale and
leaseback arrangements and other similar financing structures that are repaid
from the cash flows generated from the compressor units over the projected term
of rental of the equipment.

     ACQUISITIONS AND JOINT VENTURES

     In February 1999, we completed a joint venture with GE Capital Corporation
in which we combined our compression services operations with GE Capital's
Global Compression's services operations. The joint venture, which is known as
Weatherford Global Compression Services, is the world's second largest provider
of natural gas contract compression services and owns or manages over 4,500
compression units worldwide having approximately 1.1 million horsepower. We own
64% of the joint venture and GE Capital owns 36%. We have the right to acquire
GE Capital's interest at anytime at a price equal to a third party market
determined value that is not less than book value. GE Capital also has the right
to require us to purchase its interest at any time after February 2001 at a
third party market determined value as well as request a public offering of its
interest after that date if we have not purchased its interest by that time.


                                       24
<PAGE>   25
     In February 1999, we acquired Christiana Companies, Inc. for approximately
4.4 million shares of Common Stock and $20.6 million cash. In the acquisition we
acquired through Christiana (i) 4.4 million shares of our Common Stock, (ii)
cash, after distribution to the Christiana shareholders, equal to the amount of
Christiana's outstanding tax and other liabilities and (iii) a one-third
interest in Total Logistic Control, a refrigerated warehouse, trucking and
logistics company. We acquired Christiana because it gave us a unique
opportunity to own an interest in TLC for essentially no consideration other
than our agreement to pursue the acquisition.

     In July 1999, we acquired a 50.01% ownership interest in Voest-Alpine
Stahlrohr Kindberg GmbH & Co KG in Austria for approximately $30.0 million, of
which approximately $7.5 million was paid at closing and the remainder is to be
paid over a period of up to 7 years. Voest-Alpine owns a tubular mill in Austria
with a capacity of approximately 300,000 metric tons that is capable of
supplying a large portion of our green tube requirements in the U.S. In
connection with the agreement we entered into a long-term supply contract with
the Voest-Alpine's mill. The impact of this investment and supply contract
should benefit our Drilling Products Division as the market recovers by
providing us with a reliable source of raw materials from a controlled
affiliate, as well as significantly lower cost of raw material and a 50% profit
participation in Voest-Alpine's business.

     In May 1999, we entered into an agreement to acquire Dailey International
Inc. for $195 million of our common stock. Dailey is a worldwide provider of air
and underbalanced drilling, specialty services and technologically advanced
downhole tools. The acquisition will be consummated pursuant to a pre-negotiated
plan of reorganization in bankruptcy. Consummation of the acquisition of Dailey
is subject to bankruptcy court confirmation of a plan of reorganization.
Confirmation of the plan of reorganization required approval of the holders of
at least two-thirds in principal amount of Dailey's Senior Notes and a majority
of those holders. Prior to entering into the agreement to acquire Dailey, we
received approval of the holders of more than 82% in principal amount of the
outstanding Senior Notes of Dailey. A hearing on the confirmation of the plan or
reorganization has been scheduled for August 19, 1999. Assuming the plan of
reorganization is approved by the bankruptcy court on August 19, 1999, we would
expect that the closing would occur on or around August 31, 1999. Upon closing,
Dailey's businesses will be placed within our Completion and Oilfield Services
Division.

     In the first six months of 1999, we also completed six acquisitions for our
Completion and Oilfield Services Division for consideration of $12.4 million of
our common stock and cash plus assumed debt of $41.9 million. We completed two
acquisitions for our Drilling Products Division for cash plus assumed debt of
$3.8 million and common stock of $1.7 million.

     Our 1999 acquisitions were accounted for using the purchase method of
accounting. The results of operations of all such acquisitions are included in
the Consolidated Condensed Statements of Income from their dates of acquisition.
Completed 1999 acquisitions were not material individually nor in the aggregate.

     Some of our acquisitions have resulted in substantial goodwill associated
with their operations, including goodwill of approximately $61.4 million
relating to our acquisitions in the six months of 1999. The amortization expense
for goodwill and other intangibles during the first half of 1999 was $13.7
million.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities. SFAS No. 133 was to be effective for years
beginning after June 15, 1999. However, in June 1999 the FASB issued SFAS No.
137, Accounting for Derivative Instruments and Hedging Activities-Deferral of
the Effective Date of FASB No. 133, amending the effective date of SFAS No. 133
to years beginning after June 15, 2000. We are currently evaluating the impact
of SFAS No. 133 on our consolidated financial statements.

YEAR 2000 MATTERS

     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.


                                       25
<PAGE>   26
     In response to the Year 2000 issue, we have prepared and implemented a plan
("Year 2000 Plan") to assess and remediate significant Year 2000 issues in our:

     o  information technology systems ("IT"), including computer software and
        hardware
     o  non-information technology systems utilizing date-sensitive software or
        computer chips ("Non-IT"), including products, facilities, equipment and
        other infrastructures.

     Our management information systems department ("MIS 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 IT and Non-IT
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
     (5) verifying, testing and auditing the Year 2000 readiness of all systems.

     As of the end of 1998, the first, second and third phases of the Year 2000
Plan were 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 IT 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 IT and
Non-IT systems of third-party contractors will be Year 2000 ready or that the
failure of any such party 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 IT 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 MIS Department's budget. Various other IT 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 the Company.

     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


                                       26
<PAGE>   27
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.

EXPOSURES

     INDUSTRY EXPOSURE

     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.

     LITIGATION AND ENVIRONMENTAL EXPOSURE

     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.

     INTERNATIONAL EXPOSURE

     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 ("CIS"), that are inherently subject to risks of war,
political disruption, civil disturbance and policies that may:

     o  disrupt oil and gas exploration and production activities;
     o  restrict the movement of funds;
     o  lead to U.S. government or international sanctions; and
     o  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 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.


                                       27
<PAGE>   28
     CURRENCY EXPOSURE

     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.

FORWARD-LOOKING STATEMENTS

     This report and our other filings with the Securities and Exchange
Commission 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
report 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 report. 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 the remainder of 1999, we have made the
     following assumptions:

     o  The recent increase in the price of oil will not have a material
        favorable impact on our businesses until at least the fourth quarter of
        1999.
     o  World demand for oil will be up only marginally or flat.
     o  North American and international rig counts will improve marginally.
     o  Oil and natural gas prices will not decline materially from their
        current levels and the industry will slowly begin its recovery.
     o  Our artificial lift business will improve slightly in the third and
        fourth quarters due to improved oil prices.
     o  Our completion and downhole services business will be relatively flat
        during the third quarter and begin to experience improvements in the
        fourth quarter.
     o  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.
     o  Demand for drill stem products will be at their lowest level during the
        third quarter of 1999 and begin to realize a slight improvement in the
        fourth quarter.
     o  No material improvements in drill stem product sales will be realized
        until sometime in 2000.
     o  Demand for compression services will remain relatively flat for the
        remainder of the year with some pricing pressure.
     o  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.

       These assumptions are based 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 and international rig counts have improved slightly from their
    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.

                                       28
<PAGE>   29
       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, additional actions may be necessary to
     achieve the desired savings.

       Grant Spin-Off. As discussed above, 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.

       Dailey Acquisition. Although we currently expect that our proposed
     acquisition of Dailey International Inc. will be consummated by the end of
     August, the acquisition is subject to final approval by the bankruptcy
     court. A hearing for the approval of the acquisition is currently scheduled
     for August 19, 1999. If court approval is obtained on that date, we would
     expect to close the transaction by the end of August. If for some
     unexpected reason approval is not obtained at that time, our acquisition of
     Dailey could be delayed.

       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 adversely affect 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
     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.


                                       29
<PAGE>   30
       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 Securities and Exchange Commission. For additional information
regarding risks and uncertainties, see our other current year filings with the
Commission under the Securities Exchange Act of 1934, as amended, and the
Securities Act of 1933, as amended. We will generally update our assumptions in
our filings as circumstances require.


                                       30
<PAGE>   31

PART II.  OTHER INFORMATION

ITEM 2.   CHANGE IN SECURITIES AND USE OF PROCEEDS

     During the quarter ended June 30, 1999, the Company issued shares of its
common stock as follows:

          o    On May 5, 1999, an aggregate of 394,423 shares of common stock to
               ECD/Northwest, Inc. and its shareholders in partial consideration
               for the purchase of substantially all of ECD's assets by the
               Company's Completion and Oilfield Services Division;
          o    On May 27, 1999, 52,415 shares of common stock to the sole
               shareholder of Texas Pipe Works, Inc. in consideration of the
               shareholder entering into a non-compete agreement with us in
               connection with the acquisition of certain of Texas Pipe Works'
               assets by the Company's Drilling Products Division; and
          o    On July 7, 1999, 105,000 shares of common stock to Texas Pup,
               Inc. in consideration for the purchase of certain of Texas Pup's
               assets by the Company's Drilling Products Division.

     All of these shares were issued in transactions not involving a public
offering and were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Company's Annual Meeting of Stockholders held on May 6, 1999, the
stockholders of the Company approved: (i) the election of eight directors to
serve until the next Annual Meeting of Stockholders. There were no broker
non-votes. The following sets forth the results of the voting with respect to
each such matter.



<TABLE>
<CAPTION>
              Election of Directors                         For            Withheld/Against         Abstained
-----------------------------------------------        --------------    --------------------     -------------
<S>                                                    <C>               <C>                      <C>
   Philip Burguieres...........................          84,516,926              780,398               --
   David J. Butters............................          84,516,999              780,325               --
   Bernard J. Duroc-Danner.....................          84,515,402              781,922               --
   Sheldon B. Lubar............................          84,509,478              787,846               --
   William E. Macaulay.........................          84,514,452              782,872               --
   Robert B. Millard...........................          84,517,040              780,284               --
   Robert K. Moses, Jr.........................          84,517,040              780,284               --
   Robert A. Rayne.............................          84,153,227            1,144,097               --
</TABLE>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     *2.1   Acquisition Agreement dated as of May 21, 1999, entered into by and
            among Weatherford International, Inc., Dailey International Inc. and
            certain subsidiaries of Dailey named therein.

      4.1   Asset Purchase Agreement dated March 31, 1999, among ECD/Northwest,
            Inc., Clearwater Holdings, Inc., the shareholders of Clearwater
            Holdings, Inc. listed on the signature pages thereto, Weatherford
            U.S., L.P. and Weatherford International, Inc. (incorporated by
            reference to Exhibit 4.19 to the Registration Statement on Form S-3
            (Reg No. 333-80215)).

      4.2   Escrow Agreement dated May 5, 1999, by and among Weatherford U.S.,
            L.P., Weatherford International, Inc., ECD/Northwest, Inc.,
            Clearwater Holdings, Inc., the individual shareholders listed on the
            signature page thereto and National City Bank of Pennsylvania.
            (incorporated by reference to Exhibit 4.21 to the Registration
            Statement on Form S-3 (Reg. No. 333-80215)).

      4.3   Asset Purchase Agreement dated May 17, 1999, by and among Texas Pipe
            Works, Inc., Mark Blanks, Jr., Grant Prideco, Inc., and Weatherford
            International, Inc. (incorporated by reference to Exhibit 4.20 to
            the Registration Statement on Form S-3 (Reg No. 333-80215)).

      4.4   Asset Purchase Agreement dated June 24, 1999, among Texas Pup, Inc.,
            the shareholders of Texas Pup, Inc. listed on the signature pages
            thereto, Drill Tube International, Inc. and Weatherford
            International, Inc. (incorporated by reference to Exhibit 4.19 to
            the Registration Statement on Form S-3 (Reg. No. 333-83739)).


                                       31
<PAGE>   32
*27.1     Financial Data Schedule

    * Filed herewith

(b)  Reports on Form 8-K:

     1)     Current Report on Form 8-K dated April 29, 1999, announcing the
            Company's earnings for the quarter ended March 31, 1999.

     2)     Current Report on Form 8-K dated May 21, 1999, announcing the
            execution of an agreement to acquire Dailey International Inc. and
            containing certain pro forma financial statements of the Company and
            certain financial statements of Dailey International Inc.


                                       32
<PAGE>   33
                                   SIGNATURES

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

                                     Weatherford International, Inc.



                                By:  /s/ BRUCE F. LONGAKER, JR.
                                     -----------------------------------------
                                     Bruce F. Longaker, Jr.
                                     Senior Vice President and Chief Financial
                                     Officer
                                     (Principal Financial Officer)



                                By:  /s/ FRANCES R. POWELL
                                     -----------------------------------------
                                     Frances R. Powell
                                     Vice President, Accounting and Controller
                                     (Principal Accounting Officer)




Date:  August 16, 1999



                                       33
<PAGE>   34
                                 EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION
-------     -----------
  *2.1      Acquisition Agreement dated as of May 21, 1999, entered into by and
            among Weatherford International, Inc., Dailey International Inc. and
            certain subsidiaries of Dailey named therein.

   4.1      Asset Purchase Agreement dated March 31, 1999, among ECD/Northwest,
            Inc., Clearwater Holdings, Inc., the shareholders of Clearwater
            Holdings, Inc. listed on the signature pages thereto, Weatherford
            U.S., L.P. and Weatherford International, Inc. (incorporated by
            reference to Exhibit 4.19 to the Registration Statement on Form S-3
            (Reg No. 333-80215)).

   4.2      Escrow Agreement dated May 5, 1999, by and among Weatherford U.S.,
            L.P., Weatherford International, Inc., ECD/Northwest, Inc.,
            Clearwater Holdings, Inc., the individual shareholders listed on the
            signature page thereto and National City Bank of Pennsylvania.
            (incorporated by reference to Exhibit 4.21 to the Registration
            Statement on Form S-3 (Reg. No. 333-80215)).

   4.3      Asset Purchase Agreement dated May 17, 1999, by and among Texas Pipe
            Works, Inc., Mark Blanks, Jr., Grant Prideco, Inc., and Weatherford
            International, Inc. (incorporated by reference to Exhibit 4.20 to
            the Registration Statement on Form S-3 (Reg No. 333-80215)).

   4.4      Asset Purchase Agreement dated June 24, 1999, among Texas Pup, Inc.,
            the shareholders of Texas Pup, Inc. listed on the signature pages
            thereto, Drill Tube International, Inc. and Weatherford
            International, Inc. (incorporated by reference to Exhibit 4.19 to
            the Registration Statement on Form S-3 (Reg. No. 333-83739)).

 *27.1      Financial Data Schedule

    * Filed herewith