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                                                                     EXHIBIT 4.2


                         WEATHERFORD INTERNATIONAL LTD.

                         WEATHERFORD INTERNATIONAL, INC.

                              OFFICERS' CERTIFICATE

                  I, Burt M. Martin, Senior Vice President of Weatherford
International Ltd., a Bermuda exempted company (the "Company"), and Senior Vice
President of Weatherford International, Inc., a Delaware corporation (the
"Guarantor"), hereby certify, pursuant to Sections 1.3, 1.4, 2.1 and 3.1 of the
Indenture, dated as of October 1, 2003 (the "Indenture"), among the Company, the
Guarantor, as guarantor, and Deutsche Bank Trust Company Americas, as Trustee
(the "Trustee"), that the Pricing Committee of the Board of Directors of the
Company at its meeting held on October 2, 2003, determined that the terms of a
series of Securities to be issued under the Indenture, and the form thereof, are
as follows:

Designation of Securities           4.95% Senior Notes due 2013 (the "Notes").

Aggregate Principal Amount          $250,000,000, except for Notes authenticated
                                    and delivered upon registration of transfer
                                    of, or in exchange for, or in lieu of, other
                                    Notes pursuant to Sections 3.4, 3.5, 3.6,
                                    9.6 or 11.7 of the Indenture and except for
                                    any Notes which pursuant to Section 3.3 are
                                    deemed never to have been authenticated and
                                    delivered. The Company may reopen this
                                    series of Notes for additional issuances
                                    from time to time pursuant to the terms of
                                    the Indenture.

Denominations                       $1,000 and any integral multiple thereof.

Stated Maturity Date                October 15, 2013.

Interest Rate                       4.95% per annum from October 7, 2003, to,
                                    but excluding, October 15, 2003.

Interest Payment Dates              Interest payable semiannually on April 15
                                    and October 15, commencing April 15, 2004.

Regular Record Dates                April 1 or October 1 next preceding an
                                    Interest Payment Date.

Optional Redemption                 The Notes are redeemable at the Company's
                                    option, in whole or in part, at any time and
                                    from time to time, at a redemption price
                                    equal to the greater of: (a) 100% of the
                                    principal amount of notes then outstanding
                                    to be redeemed, plus accrued and unpaid
                                    interest thereon to the redemption date; or
                                    (b) the sum of the present values of the
                                    remaining scheduled payments of principal
                                    and interest on the notes then outstanding
                                    to be redeemed (not including any portion of
                                    such payments of interest accrued as of the
                                    redemption date) discounted to the
                                    redemption date on a semi-annual basis
                                    (computed based on a 360-day year consisting
                                    of twelve 30-day months) at the Adjusted
                                    Treasury Rate, plus


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                                    20 basis points (0.20%), as calculated by an
                                    Independent Investment Banker, plus accrued
                                    and unpaid interest thereon to the
                                    redemption date.

                                    "Adjusted Treasury Rate" means, with respect
                                    to any redemption date: (a) the yield, under
                                    the heading which represents the average for
                                    the immediately preceding week, appearing in
                                    the most recently published statistical
                                    release designated "H.15(519)" or any
                                    successor publication which is published
                                    weekly by the Board of Governors of the
                                    Federal Reserve System and which establishes
                                    yields on actively traded United States
                                    Treasury securities adjusted to constant
                                    maturity under the caption "Treasury
                                    Constant Maturities," for the maturity
                                    corresponding to the Comparable Treasury
                                    Issue (if no maturity is within three months
                                    before or after the remaining life, as
                                    defined below, yields for the two published
                                    maturities most closely corresponding to the
                                    Comparable Treasury Issue will be determined
                                    and the Adjusted Treasury Rate will be
                                    interpolated or extrapolated from such
                                    yields on a straight line basis, rounding to
                                    the nearest month); or (b) if such release
                                    (or any successor release) is not published
                                    during the week preceding the calculation
                                    date or does not contain such yields, the
                                    rate per year equal to the semi-annual
                                    equivalent yield to maturity of the
                                    Comparable Treasury Issue, calculated using
                                    a price for the Comparable Treasury Issue
                                    (expressed as a percentage of its principal
                                    amount) equal to the Comparable Treasury
                                    Price for such redemption date. The Adjusted
                                    Treasury Rate will be calculated on the
                                    third business day preceding the redemption
                                    date.

                                    "Comparable Treasury Issue" means the United
                                    States Treasury security selected by an
                                    Independent Investment Banker as having a
                                    maturity comparable to the remaining term of
                                    the notes to be redeemed that would be used,
                                    at the time of selection and in accordance
                                    with customary financial practice, in
                                    pricing new issues of corporate debt
                                    securities of comparable maturity to the
                                    remaining term of such notes.

                                    "Comparable Treasury Price" means (1) the
                                    average of five Reference Treasury Dealer
                                    Quotations for the redemption date, after
                                    excluding the highest and lowest Reference
                                    Treasury Dealer Quotations, or (2) if an
                                    Independent Investment Banker obtains fewer
                                    than five such Reference Treasury Dealer
                                    Quotations, the average of all such
                                    quotations.


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                                    "Independent Investment Banker" means
                                    Deutsche Bank Securities Inc. or Merrill
                                    Lynch, Pierce, Fenner & Smith Incorporated
                                    or any of their respective successors, as
                                    designated by the Company, or if all such
                                    firms are unwilling or unable to serve as
                                    such, an independent investment and banking
                                    institution of national standing appointed
                                    by the Company.

                                    "Reference Treasury Dealer" means: (a)
                                    Deutsche Bank Securities Inc. and Merrill
                                    Lynch, Pierce, Fenner & Smith Incorporated
                                    and each of their respective successors;
                                    provided that, if any such Reference
                                    Treasury Dealer ceases to be a primary U.S.
                                    Government securities dealer in New York
                                    City (Primary Treasury Dealer), the Company
                                    will substitute another Primary Treasury
                                    Dealer; and (b) up to one other Primary
                                    Treasury Dealer selected by the Company.

                                    "Reference Treasury Dealer Quotations"
                                    means, with respect to each Reference
                                    Treasury Dealer and any redemption date, the
                                    average, as determined by an Independent
                                    Investment Banker, of the bid and asked
                                    prices for the Comparable Treasury Issue
                                    (expressed in each case as a percentage of
                                    its principal amount) quoted in writing to
                                    an Independent Investment Banker at 5:00
                                    p.m., New York City time, on the third
                                    business day preceding such redemption date.

Place of Payment                    The principal of and interest on the Notes
                                    shall be payable, Notes may be surrendered
                                    for registration of transfer, Notes may be
                                    surrendered for exchange, and notices and
                                    demands to or upon the Company in respect of
                                    the Notes and the Indenture may be served,
                                    at the places designated therefore in the
                                    Indenture.

Guarantees                          The Notes will be guaranteed by the

                                    Guarantor pursuant to the Guarantees, and
                                    the provisions of Article Fourteen shall
                                    apply to the Notes.

Global Securities                   The Notes shall be issued as a Global
                                    Security. The Depository Trust Company shall
                                    be the Depository.

Events of Default                   In addition to the Events of Default
                                    specified in Section 5.1 of the Indenture,
                                    the following additional Event of Default
                                    shall apply with respect to the Notes:

                                    "the acceleration of the maturity of any
                                    indebtedness for borrowed money of the
                                    Company or any Subsidiary (other than the
                                    Notes or any Non-Recourse Indebtedness)
                                    having


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                                    an aggregate principal amount outstanding in
                                    excess of $50,000,000, if such acceleration
                                    is not rescinded or annulled, or such
                                    indebtedness shall not have been discharged,
                                    within 15 days after written notice thereof
                                    to the Company."

                                    "Non-Recourse Indebtedness" shall mean
                                    indebtedness of the Company or any
                                    Subsidiary in respect of which the recourse
                                    of the holder of such indebtedness, whether
                                    direct or indirect and whether contingent or
                                    otherwise, is effectively limited to
                                    specified assets, and with respect to which
                                    neither the Company nor any Subsidiary
                                    provides any credit support.

Settlement                          Payments in respect of principal of and
                                    interest on the Notes shall be made by the
                                    Company in immediately available funds.

Form of Notes                       Attached as Annex A, and incorporated herein
                                    by reference.

                  1. I have read Sections 1.3, 1.4, 2.1, 2.2, 2.3 and 3.1 of the
Indenture and the definitions in the Indenture relating thereto.

                  2. The statements made herein are based either upon my
personal knowledge or on information, data and reports furnished to me by the
officers, counsel or employees of the Company and the Guarantor who have
knowledge of the relevant facts.

                  3. In my opinion, I have made such examination or
investigation as is necessary to enable me to express an informed opinion as to
whether or not all conditions provided for in the Indenture with respect to the
determination of the terms of the Notes and the form thereof, and the
authentication and delivery of the Notes, have been complied with.

                  4. In my opinion, all conditions precedent to the
determination of the terms and form of the Notes and to the authentication by
the Trustee of $250,000,000 principal amount thereof have been complied with and
such Notes may be delivered in accordance with the Indenture.

                  Capitalized terms not otherwise defined herein have the
meaning provided in the Indenture.



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                  IN WITNESS WHEREOF, I have hereunto signed my name this 7th
day of October, 2003.



                                             /s/  BURT M. MARTIN
                                             -----------------------------------
                                             Burt M. Martin
                                             Senior Vice President
                                             Weatherford International Ltd.



                                             /s/  BURT M. MARTIN
                                             -----------------------------------
                                             Burt M. Martin
                                             Senior Vice President
                                             Weatherford International, Inc.


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