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                                                                    EXHIBIT 4.17

                          REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement"), dated as of December 19, 2001,
is made by and among Weatherford ER Acquireco Inc., an Alberta corporation (the
"Purchaser"), Weatherford International, Inc., a Delaware corporation
("Company"), and those certain holders listed on the signature page(s) hereto
(individually a "Holder" and collectively the "Holders"), who hereby agree as
follows:

1.       INTRODUCTION

For purposes of this Agreement, the following terms shall have the meanings
ascribed to them below.

       "Agreement"                       shall mean this Registration Rights
                                         Agreement, as amended, supplemented or
                                         otherwise modified from time to time;

       "best lawful efforts"             shall mean the efforts that a prudent
                                         business person desirous of achieving a
                                         result would use under similar
                                         circumstances to ensure that such
                                         result is achieved as expeditiously as
                                         possible;

       "Common Stock"                    shall mean the Company's common stock,
                                         par value $1.00 per share;

       "Exchange Act"                    shall mean the United States Securities
                                         Exchange Act of 1934, as amended, or
                                         any successor legislation thereto
                                         (including the rules and regulations
                                         promulgated thereunder);

       "Exchange Rights Agreement"       shall mean the Exchange Rights
                                         Agreement by and among the Company,
                                         WCL, the Purchaser and the Holders,
                                         dated as of the date hereof;

       "Exchangeable Share Provisions"   shall mean that certain portion of the
                                         Articles of Incorporation of the
                                         Purchaser setting forth the rights,
                                         privileges, restrictions and conditions
                                         attaching to the Exchangeable Shares;

       "Exchangeable Shares"             shall mean the exchangeable shares in
                                         the capital stock of the Purchaser
                                         issued to each Holder pursuant to the
                                         Share Purchase Agreement;

       "Registrable Securities"          shall mean (a) the Shares and (b) any
                                         Common Stock or other securities of the
                                         Company issued or issuable with respect
                                         to any of the Shares by way of stock
                                         dividend or stock split, or in
                                         connection with a combination of
                                         shares,
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                                         recapitalization, merger, consolidation
                                         or other reorganization or otherwise.

       "Rule 144"                        shall mean Rule 144 promulgated by the
                                         SEC under the Securities Act, or any
                                         successor to such rule;

       "Rule 145"                        shall mean Rule 145 promulgated by the
                                         SEC under the Securities Act, or any
                                         successor to such rule;

       "Rule 158"                        shall mean Rule 158 promulgated by the
                                         SEC under the Securities Act, or any
                                         successor to such rule;

       "Share Purchase Agreement"        shall mean the Share Purchase
                                         Agreement, dated December __, 2001,
                                         among the Purchaser, and the Holders;

       "SEC"                             shall mean the United States Securities
                                         and Exchange Commission, or any
                                         successor agency thereto;

       "Securities Act"                  shall mean the United States Securities
                                         Act of 1933, as amended, or any
                                         successor legislation thereto
                                         (including the rules and regulations
                                         promulgated thereunder);

       "Shares"                          means the Common Stock issuable to each
                                         Holder in accordance with the
                                         Exchangeable Share Provisions and the
                                         Exchange Rights Agreement;

       "WCL"                             shall mean Weatherford Canada Ltd., a
                                         corporation amalgamated under the laws
                                         of the Province of Alberta.

The words "hereof', "herein" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Share Purchase Agreement.

2.       SHELF REGISTRATION

         (a)      The holders owning of record an aggregate of 50% or more of
                  the Exchangeable Shares may at any time within two years from
                  the date of this Agreement, request registration under the
                  Securities Act of all the Registrable Securities (a "Demand
                  Request"). Within 10 days after receipt of a Demand Request,
                  the Company shall

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                  give written notice of the Demand Request to all other Holders
                  of the Exchangeable Shares. Within 30 days after receipt of a
                  Demand Request, the Company will file a "shelf" registration
                  statement (the "Shelf Registration") on Form S-3 (or other
                  appropriate form) pursuant to Rule 415 under the Securities
                  Act (or any similar rule that may be adopted under that Act)
                  with respect to the registration of the original issuance of
                  the Registrable Securities to the holders of the Exchangeable
                  Shares. The Company will use its best lawful efforts to cause
                  the Shelf Registration to be declared effective as promptly as
                  is practicable after such filing and, subject to subsections
                  (c) and (d) below, will use its best lawful efforts to keep
                  the Shelf Registration effective, supplemented and amended to
                  the extent necessary to assure that it is available for the
                  original issuance of the Registrable Securities to the holders
                  of the Exchangeable Shares and that it conforms with the
                  requirements of this Agreement, the Securities Act, and the
                  policies, rules and regulations of the SEC, in each case
                  during the entire period (the "Shelf Registration Period")
                  beginning on the date such Shelf Registration shall first be
                  declared effective under the Securities Act (the "Shelf
                  Effective Date") and ending on the earlier of (i) the second
                  anniversary of the Shelf Effective Date and (ii) the date on
                  which all of the Registrable Securities have been issued to
                  the holders of the Exchangeable Shares.

         (b)      Each Holder will, within 5 business days after the date of
                  issuing a Demand Request, or within 5 business days after
                  receiving notice of a Demand Request, as the case may be,
                  furnish the Company in writing, if applicable, any of the
                  information specified in Items 507 and 508 of Regulation S-K
                  under the Securities Act, or any other information required by
                  the Securities Act or the Rules of the SEC to be included in
                  the Shelf Registration and will promptly furnish to the
                  Company any such information upon the Company's request for
                  inclusion in any new prospectus or prospectus supplement or
                  post-effective amendment.

         (c)      If during the Shelf Registration Period, the Company believes
                  that an event or events have occurred which, in the good faith
                  opinion of the Company, require the filing of a new prospectus
                  or prospectus supplement or post-effective amendment in order
                  that the prospectus not contain any misstatement of a material
                  fact or not omit to state a material fact required to be
                  stated therein or necessary to make the statements therein (in
                  the light of the circumstances under which they were made) not
                  misleading (a "Corrective Filing"), the Company shall promptly
                  so notify the Holders (a "Material Event Notice"), and the
                  Company shall prepare and file with the SEC and deliver to the
                  Holders such Corrective Filing, as promptly as practicable but
                  in any event within ten days after the date a Material Event
                  Notice is given, except that the Company may delay such filing
                  for such number of days, not to exceed 90, if the Company
                  determines that (i) the public disclosure of any of the
                  information requiring the Corrective Filing is impractical or
                  would have a material adverse effect on the Company, or (ii)
                  the filing of such Corrective Filing would have a significant
                  disruptive effect on any material transaction then pending;
                  provided that such delay shall not be longer than is
                  reasonably required, in the Company's sole judgment, to avoid
                  such material adverse effect or significant disruptive effect.
                  If any new prospectus or

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                  prospectus supplement or post-effective amendment is required
                  in connection with the Shelf Registration other than a
                  Corrective Filing (any such filing, other than a Corrective
                  Filing, is herein called a "Routine Filing"), the Company will
                  so notify the Holders in writing (a "Filing Notice") and shall
                  prepare and file with the SEC and deliver to the Holders such
                  Routine Filing as promptly as practicable but in any event
                  within ten days after the date the Filing Notice is given. The
                  Holders may exchange Exchangeable Shares for Registrable
                  Securities under the Shelf Registration during the Shelf
                  Registration Period, but if the Holders have received a
                  Material Event Notice or Filing Notice, such exchanges may not
                  be made under the Shelf Registration from the time such notice
                  is received in accordance with Section 5(i) below until the
                  date on which the Corrective Filing or Routine Filing, as the
                  case may be, has been filed or if the Corrective Filing or
                  Routine Filing is a post-effective amendment, the date the
                  post-effective amendment has become effective under the
                  Securities Act, of which date the Company shall give prompt
                  notice to the Holders by the same method as the first notice
                  is given (provided such method is available and functioning).

         (d)      Notwithstanding anything to the contrary contained in this
                  Section 2, the Company shall be permitted, on written notice
                  to the Holders, to suspend the period of exchange of
                  Exchangeable Shares for Registrable Securities under the Shelf
                  Registration at any time:

                  (i)      during the period beginning ten days prior to the
                           estimated date of filing, and ending on the date
                           twenty days following, the effective date of a
                           registration statement pertaining to an underwritten
                           public offering of securities for the account of the
                           Company; provided, however, that the Company shall
                           have received written advice from the managing
                           underwriter or underwriters that issuances of
                           Registrable Securities under the Shelf Registration
                           and the subsequent sale thereof could reasonably be
                           expected to adversely affect such offering;

                  (ii)     during any period in which the Company is in
                           possession of material non-public information
                           concerning it or its business and affairs, the public
                           disclosure of which, in the good faith judgement of
                           the Company, as certified in a certificate signed by
                           the President, Chief Executive Officer or General
                           Counsel of the Company and furnished to the Holders,
                           would have a material adverse effect on the Company;
                           or

                  (iii)    during any period if the Company is engaged in any
                           material acquisition, transaction or disposition
                           transaction that would, in the good faith judgement
                           of the Company, as certified in a certificate signed
                           by the President, Chief Executive Officer or General
                           Counsel of the Company and furnished to the Holders,
                           be significantly disrupted by the issuance of
                           Registrable Securities and the subsequent sale
                           thereof.

         (e)      The Company's filing of a report under the Exchange Act that
                  is incorporated by reference into the prospectus shall be
                  considered to be a Corrective Filing if such filing eliminates
                  the necessity of otherwise making a Corrective Filing.

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3.       REGISTRATION PROCEDURES

         (a)      Subject to Section 2, the Company will use its best lawful
                  efforts to effect the registration of the Registrable
                  Securities pursuant to this Agreement and in so doing will:

                  (i)      prepare and file with the SEC under the Securities
                           Act a registration statement with respect to the
                           Registrable Securities, and use its best lawful
                           efforts to cause such registration statement to
                           become effective and to remain effective as provided
                           herein;

                  (ii)     prepare and file with the SEC such amendments and
                           supplements, if any, to such registration statement
                           and the prospectus used in connection therewith as
                           may be necessary to (i) keep such registration
                           statement effective during the Shelf Registration
                           Period and (ii) comply with the provisions of the
                           Securities Act with respect to the issuance of all
                           securities covered by such registration statement in
                           accordance with the "plan of distribution" set forth
                           in such registration statement;

                  (iii)    furnish to each Holder such number of copies of such
                           registration statement (including exhibits), each
                           amendment and supplement thereto, the prospectus
                           included in such registration statement (including
                           each preliminary prospectus) as such Holder may
                           reasonably request in order to facilitate the
                           issuance of the Registrable Securities;

                  (iv)     notify each Holder promptly (A) when the Company is
                           informed that such registration statement or any
                           post-effective amendment to such registration
                           statement becomes effective; (B) of any request by
                           the SEC for an amendment or any supplement to such
                           registration statement or any related prospectus; (C)
                           of the issuance by the SEC of any stop order
                           suspending the effectiveness of such registration
                           statement or of any order preventing or suspending
                           the use of any related prospectus or the initiation
                           or threat of any proceeding for that purpose; (D) of
                           the suspension of the qualification of the
                           Registrable Securities for sale in any jurisdiction
                           or the initiation or threat of a proceeding for that
                           purpose; and (E) at any time when a prospectus
                           relating thereto is required to be delivered under
                           the Securities Act, when it becomes aware of the
                           happening of any event as a result of which the
                           prospectus included in such registration statement
                           (as then in effect) contains any untrue statement of
                           a material fact or omits any fact necessary to make
                           the statements therein not misleading in light of the
                           circumstances then existing, and, as promptly as
                           practicable thereafter (but subject to Sections 2(c)
                           and 2(d));

                  (v)      if at any time the SEC shall issue any stop order
                           suspending the effectiveness of such registration
                           statement, or any securities commission or other
                           regulatory authority shall issue an order suspending
                           the qualification or exemption from qualification of
                           the Registrable Securities under the securities or
                           blue sky laws of any jurisdiction, the Company

                                      -5-
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                           shall use commercially reasonable efforts to obtain
                           the withdrawal or lifting of such order at the
                           earliest possible time;

                  (vi)     upon the occurrence of any event contemplated by
                           Section 3(a)(iv)(E) above, prepare in sufficient
                           quantities a supplement or amendment to such
                           prospectus so that, as thereafter delivered to each
                           Holder, such prospectus will not contain any untrue
                           statement of a material fact or omit to state any
                           fact necessary to make the statements therein not
                           misleading in light of the circumstances then
                           existing;

                  (vii)    subject to the execution of confidentiality
                           agreements in a form reasonably satisfactory to the
                           Company, make reasonably available for inspection by
                           any Holder, the Representative Counsel (as
                           hereinafter defined) and any attorney, accountant or
                           other agent retained by any such Representative
                           Counsel, all financial and other records, pertinent
                           corporate documents and properties of the Company,
                           and cause the Company's officers, directors and
                           employees to supply all information reasonably
                           requested by any such Holder, Representative Counsel,
                           attorney, accountant or agent in connection with such
                           registration statement to the extent such information
                           is reasonably necessary in order for any such party
                           to fulfill its role with respect to the preparation
                           and completion of the registration statement; and

                  (viii)   provide the Holders and Representative Counsel a
                           reasonable opportunity to review and comment on any
                           filing to be made in connection with any such
                           registration, other than documents incorporated by
                           reference in such registration statement.

         In the case of each registration, qualification or compliance effected
by the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof.

         (b)      Each Holder agrees that:

                  (i)      upon receipt of any notice from the Company of the
                           happening of any event of the kind described in
                           Section 3(a)(iv)(E), such Holder will forthwith
                           discontinue such Holder's exchange of Exchangeable
                           Shares for Registrable Securities pursuant to the
                           registration statement covering such Registrable
                           Securities until such Holder's receipt of the copies
                           of the supplemented or amended prospectus
                           contemplated by Section 3(a)(vi); and

                  (ii)     in connection with the preparation and review
                           pursuant to this Agreement of any registration
                           statement or prospectus or any amendments or
                           supplements thereto, the Holders of a majority of the
                           Registrable Securities will choose one counsel
                           ("Representative Counsel") who shall represent all of
                           the Holders at their expense and participate in the
                           registration process on their behalf and will
                           coordinate requests by Holders for information from
                           the Company and act as liaison between

                                      -6-
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                           such Holders or their individual counsel, accountants
                           and agents and the Company.

4.       REGISTRATION EXPENSES

Whether or not any registration pursuant to this Agreement shall become
effective, all expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, National Association of Securities Dealers' fees, fees and expenses of
compliance with U.S. state securities or blue sky laws, printing and engraving
expenses and fees and disbursements of counsel for the Company, the independent
certified public accountants for the Company, underwriters (excluding discounts
and commissions) and other persons retained by the Company (all such expenses
being herein called "Registration Expenses"), will be borne by the Company;
provided, however, that each Holder shall pay (A) any underwriting discounts and
selling commissions applicable to such Registrable Securities sold by such
Holder and (B) such Holder's pro rata share of all fees and disbursements of
counsel for the Holders.

5.       MISCELLANEOUS

         (a)      Termination - This Agreement and all rights, obligations and
                  restrictions hereunder with respect to any Registrable
                  Securities will terminate (the "Termination Date") if a Demand
                  Request has not been received by the Company within two years
                  from the date of this Agreement. If a Demand Request has been
                  received by the Company within two years from the date of this
                  Agreement, then the Termination Date shall be the earliest to
                  occur of (1) two years from the Shelf Effective Date, or (2)
                  the date on which all of the Registrable Securities have been
                  issued to the holders of the Exchangeable Shares.

         (b)      Waivers - Except as otherwise provided herein, the Company may
                  not take any action herein prohibited, or omit to perform any
                  act herein required to be performed by it, unless the Company
                  has obtained the prior written consent of the Holders of all
                  Registrable Securities.

         (c)      Amendments - Except as otherwise provided herein, this
                  Agreement may be amended only with the written consent of the
                  Company, the Purchaser and the Holders of all Registrable
                  Securities.

         (d)      Subsequent Holders of Registrable Securities - This Agreement
                  shall not be assignable by the Holders; provided, however,
                  this Agreement shall not prohibit the Holders from assigning
                  their respective rights under this Agreement to transferees of
                  Exchangeable Shares who receive such Exchangeable Shares by
                  gift, by will or the laws of descent and distribution.

         (e)      Severability - Whenever possible, each provision of this
                  Agreement will be interpreted in such manner as to be
                  effective and valid under applicable law, but if any provision
                  of this Agreement is held to be prohibited by or invalid under
                  applicable law, such provision will be ineffective only to the
                  extent of such prohibition or invalidity, without invalidating
                  the remainder of this Agreement.

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         (f)      Counterparts - This Agreement may be executed simultaneously
                  in two or more counterparts, any one of which need not contain
                  the signatures of more than one party, but all counterparts
                  taken together will constitute one and the same Agreement.

         (g)      Descriptive Headings - The descriptive headings of this
                  Agreement are inserted for convenience only and do not
                  constitute a part of this Agreement.

         (h)      Governing Law - All questions concerning the construction,
                  validity and interpretation of this Agreement and the exhibits
                  and schedules hereto will be governed by the internal law, and
                  not the law of conflicts, of the State of Texas.

         (i)      Notices - Unless otherwise provided herein, all notices,
                  demands or other communications to be given or delivered under
                  or by reason of the provisions of this Agreement will be in
                  writing and will be deemed to have been received (1) on the
                  date delivered personally to the recipient, (2) on the fifth
                  day after being mailed by certified or registered mail, return
                  receipt requested and postage prepaid to the recipient, or (3)
                  on the date sent by facsimile or e-mail to the recipient
                  provided that the sender receives notice or confirmation of
                  error-free delivery of such fax or does not receive prompt
                  notice of delivery failure of such e-mail. Such notices,
                  demands and other communications will be sent to each of the
                  Holders at their respective addresses, facsimile numbers and
                  e-mail addresses set forth on the signature pages to this
                  Agreement or as provided by the Holders to the Company from
                  time to time, and to the Company at the address, facsimile
                  number and e-mail address indicated below:

         If to the Company or Purchaser:

         c/o Weatherford International, Inc.
         515 Post Oak Boulevard, Suite 600
         Houston, Texas 77027
         Telephone:  (713) 693-4178
         Telecopy: (713) 693-4484
         E-mail:  burt.martin@weatherford.com
         Attention:  Burt M. Martin, Vice President-Law

         with a copy to:

         Andrews & Kurth, L.L.P
         600 Travis, Suite 4200
         Houston, Texas 77002
         Telephone:  (713) 220-4200
         Telecopy: (713) 220-4285
         E-mail:  bjewell@akllp.com
         Attention: Robert V. Jewell

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

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<PAGE>

         (j)      Benefit of Agreement - No person not a party to this Agreement
                  shall have rights under this Agreement as third party
                  beneficiary or otherwise.

         (k)      Entire Agreement - This Agreement is the entire agreement
                  between the Company, on the one hand, and the Holders, on the
                  other hand, with respect to registration by the Company of
                  Registrable Securities.

         (l)      Aircraft Carrier Release - The parties recognize that
                  fundamental changes in the SEC's registration procedures may
                  be made by adoption of the SEC's Aircraft Carrier Release in
                  its current or any revised form. Should that occur, or should
                  such changes otherwise occur, the parties will amend this
                  Agreement in a reasonable manner so as to approximate as
                  closely as possible the same access of the Holders to the
                  public markets for their Registrable Securities without
                  materially increasing any burden to the Company of providing
                  that access.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.

                                            WEATHERFORD ER ACQUIRECO INC.

                                            By: /s/ Burt M. Martin
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            WEATHERFORD INTERNATIONAL, INC.

                                            By: /s/ Burt M. Martin
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



Address:                                 HOLDERS:


c/o Ian Bruce                            /s/ A. Lynn Biluk
Peters & Co. Limited                     ---------------------------------------
2500 First Canadian Place                A. Lynn Biluk
Calgary, Alberta T2P 4N1
Telephone: (403) 261-4850
Facsimile: (403) 237-2339
E-mail: ibruce@petersco.com

c/o Ian Bruce                            /s/ Jamie E. Biluk
Peters & Co. Limited                     ---------------------------------------
2500 First Canadian Place                Jamie E. Biluk
Calgary, Alberta T2P 4N1
Telephone: (403) 261-4850
Facsimile: (403) 237-2339
E-mail: ibruce@petersco.com

c/o Ian Bruce                            /s/ N. Scott A. Biluk
Peters & Co. Limited                     ---------------------------------------
2500 First Canadian Place                N. Scott A. Biluk
Calgary, Alberta T2P 4N1
Telephone: (403) 261-4850
Facsimile: (403) 237-2339
E-mail: ibruce@petersco.com

c/o Ian Bruce                            /s/ Tracey L. Biluk
Peters & Co. Limited                     ---------------------------------------
2500 First Canadian Place                Tracey L. Biluk
Calgary, Alberta T2P 4N1
Telephone: (403) 261-4850
Facsimile: (403) 237-2339
E-mail: ibruce@petersco.com


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