EXHIBIT 10.5
                            INDEMNIFICATION AGREEMENT

     This AGREEMENT, effective as of June 1, 1997 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Thomas Bates, Jr.
(the "Officer"), an officer of the Company;

            WHEREAS, in recognition of Officer's need for substantial protection
      against personal liability in order to enhance Officer's continued service
      to the Company in an effective manner and of Officer's reliance on the
      provisions of the Company's By-Laws requiring indemnification of the
      Officer under certain circumstances, and in part to provide Officer with
      specific contractual assurance that the protection promised by such
      By-Laws will be available to Officer (regardless of, among other things,
      any amendment to or revocation of such By-Laws, any change in the
      composition of the Company's Board of Directors or any acquisition
      transaction relating to the Company), the Company wishes to provide in
      this Agreement for the indemnification of, and the advancing of expenses
      to, Officer to the fullest extent (whether partial or complete) permitted
      by law and as set forth in this Agreement, and, to the extent insurance is
      maintained, for the continued coverage of Officer under the Company's
      directors' and officers' liability insurance policies.

            NOW THEREFORE, in consideration of the premises and of Officer
      agreeing to serve or continuing to serve the Company directly or, at its
      request, with another enterprise, and intending to be legally bound
      hereby, the parties hereto agree as follows:

      1.    BASIC INDEMNIFICATION ARRANGEMENT

      (a)   In the event Officer was, is or becomes a party to or witness or
            other participant in, or is threatened to be made a party to or
            witness or other participant in, a Claim (as defined hereinafter) by
            reason of (or arising in part out of) an Indemnifiable Event (as
            defined hereinafter), the Company shall indemnify Officer to the
            fullest extent permitted by law as soon as practicable, but in any
            event no later than 30 days after written demand is presented to the
            Company, against any and all Expenses (as defined hereinafter),
            judgments, fines, penalties and amounts paid in settlement of such
            Claim. If so requested by Officer, the Company shall advance (within
            ten business days after such written request) any and all Expenses
            to Officer (an "Expense Advance"). Notwithstanding anything in this
            Agreement to the contrary, and except as provided in Section 3
            hereof, prior to a Change in Control (as defined hereinafter),
            Officer shall not be entitled to indemnification pursuant to this
            Agreement in connection with any Claim initiated by Officer against
            the Company or any director or officer of the Company, unless the
            Company has joined in or consented to the initiation of such Claim.

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      (b)   Notwithstanding the foregoing, (I) the obligations of the Company
            under Section 1(a) shall be subject to the condition that the
            Reviewing Party (as defined hereinafter) shall not have determined
            (in a written opinion, in any case in which the special independent
            counsel referred to in Section 2 hereof is involved) that Officer
            would not be permitted to be indemnified under applicable law, and
            (ii) the obligation of the Company to make an Expense Advance
            pursuant to Section 1(a) shall be subject to the condition that, if,
            when and to the extent that the Reviewing Party determines that
            Officer would not be permitted to be so indemnified under applicable
            law, the Company shall be entitled to be reimbursed by Officer (who
            hereby agrees to reimburse the Company) for all such amounts
            theretofore paid; provided, however, that if Officer has commenced
            legal proceedings in a court of competent jurisdiction to secure a
            determination that Officer should be indemnified under applicable
            law, any determination made by the Reviewing Party that Officer
            would not be permitted to be indemnified under applicable law shall
            not be binding and Officer shall not be required to reimburse the
            Company for any Expense Advance until a final judicial determination
            is made with respect thereto (as to which all rights of appeal
            therefrom have been exhausted or lapsed). If there has not been a
            Change in Control, the Reviewing Party shall be selected by the
            Board of Directors, and if there has been such a Change in Control,
            the Reviewing Party shall be the special independent counsel
            referred to in Section 2 hereof. If there has been no determination
            by the Reviewing Party or if the Reviewing Party determines that
            Officer substantively would not be permitted to be indemnified in
            whole or in part under applicable law, Officer shall have the right
            to commence litigation in any court in the states of Texas or
            Delaware having subject matter jurisdiction thereof and in which
            venue is proper, seeking an initial determination by the court or
            challenging any such determination by the Reviewing Party or any
            aspect thereof, and the Company hereby consents to service of
            process and to appear in any such proceeding. Any determination by
            the Reviewing Party otherwise shall be conclusive and binding on the
            Company and Officer.

      2.    CHANGE IN CONTROL. The Company agrees that if there is a Change in
            Control of the Company (other than a Change in Control which has
            been approved by a majority of the Company's Board of Directors who
            were directors immediately prior to such Change in Control), then
            with respect to all matters thereafter arising concerning the rights
            of Officer to indemnity payments and Expense Advances under this
            Agreement or any other agreement or Company By-Law now or hereafter
            in effect relating to Claims for Indemnifiable Events, the Company
            shall seek legal advice only from special independent counsel
            selected by Officer and approved by the Company (which approval
            shall not be unreasonably withheld), and who has not otherwise
            performed services for the Company or Officer within the last five
            years (other than in connection with such matters). Such counsel,
            among other things, shall render its written opinion to the Company
            and Officer as to whether and to what extent Officer would be
            permitted to be indemnified under applicable law. The

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            Company agrees to pay the reasonable fees of the special,
            independent counsel referred to above and to fully indemnify such
            counsel against any and all expenses (including attorneys' fees),
            claims, liabilities and damages arising out of or relating to this
            Agreement or its engagement pursuant hereto.

      3.    INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall indemnify
            Officer against any and all expenses (including attorneys' fees)
            and, if requested by Officer, shall (within ten business days after
            such written request) advance such expenses to Officer, which are
            incurred by Officer in connection with any claim asserted against or
            action brought by Officer for (I) indemnification or advance payment
            of Expenses by the Company under this Agreement or any other
            agreement or Company By-Law now or hereafter in effect relating to
            Claims for Indemnifiable Events and/or (ii) recovery under any
            directors' and officers' liability insurance policies maintained by
            the Company, regardless of whether Officer ultimately is determined
            to be entitled to such indemnification, advance expense payment or
            insurance recovery, as the case may be.

      4.    PARTIAL INDEMNITY, ETC. If Officer is entitled under any provision
            of this Agreement to indemnification by the Company of some or a
            portion of the Expenses, judgments, fines, penalties and amounts
            paid in settlement of a Claim but not, however, for all of the total
            amount thereof, the Company shall nevertheless indemnify Officer for
            the portion thereof to which Officer is entitled. Moreover,
            notwithstanding any other provision of this Agreement, to the extent
            that Officer has been successful on the merits or otherwise in
            defense of any or all Claims relating in whole or in part to an
            Indemnifiable Event or in defense of any issue or matter therein,
            including dismissal without prejudice, Officer shall be indemnified
            against all Expenses incurred in connection therewith. In connection
            with any determination by the Reviewing Party or otherwise as to
            whether Officer is entitled to be indemnified hereunder, the burden
            of proof shall be on the Company to establish that Officer is not so
            entitled.

      5.    NO PRESUMPTION. For purposes of this Agreement, the termination of
            any action, suit or proceeding by judgment, order, settlement
            (whether with or without court approval), conviction, or plea of
            nolo contendere, or its equivalent, shall not create a presumption
            that Officer did not meet any particular standard of conduct or have
            any particular belief or that a court has determined that
            indemnification is not permitted by applicable law.

      6.    NON-EXCLUSIVITY, ETC. The rights of Officer hereunder shall be in
            addition to any other rights Officer may have under the Company's
            By-Laws or the Delaware General Corporation Law or otherwise. To the
            extent that a change in the Delaware General Corporation Law
            (whether by statute or judicial decision) or the Company's By-Laws
            permits greater indemnification by agreement than would be afforded

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            currently under the Company's By-Laws and this Agreement, it is the
            intent of the parties hereto that Officer shall enjoy by this
            Agreement the greater benefits so afforded by such change.

      7.    LIABILITY INSURANCE. To the extent the Company maintains an
            insurance policy or policies providing directors' and officers'
            liability insurance, Officer shall be covered by such policy or
            policies, in accordance with its or their terms, to the maximum
            extent of the coverage available for any Company officer.

      8.    CERTAIN DEFINITIONS.

      (a)   CHANGE IN CONTROL: shall be deemed to have occurred if (I) any
            "person" (as such term is used in Sections 13(d) and 14(d) of the
            Securities Exchange Act of 1934, as amended), other than a trustee
            or other fiduciary holding securities under an employee benefit plan
            of the Company or a corporation owned directly or indirectly by the
            stockholders of the Company in substantially the same proportions as
            their ownership of stock of the Company, is or becomes the
            "beneficial owner" (as defined in Rule 13d-3 under said Act),
            directly or indirectly, of securities of the Company representing
            20% or more of the total voting power represented by the Company's
            then outstanding Voting Securities (as defined hereinafter), or (ii)
            during any period of two consecutive years, individuals who at the
            beginning of such period constitute the Board of Directors of the
            Company and any new director whose election by the Board of
            Directors or nomination for election by the Company's stockholders
            was approved by a vote of at least two-thirds (2/3) of the directors
            then still in office who either were directors at the beginning of
            the period or whose election or nomination for election was
            previously so approved, cease for any reason to constitute a
            majority thereof, or (iii) the stockholders of the Company approve a
            merger or consolidation of the Company with any other corporation,
            other than a merger or consolidation which would result in the
            Voting Securities of the Company outstanding immediately prior
            thereto continuing to represent (either by remaining outstanding or
            by being converted into Voting Securities of the surviving entity)
            at least 80% of the total voting power represented by the Voting
            Securities of the Company or such surviving entity outstanding
            immediately after such merger or consolidation or the stockholders
            of the Company approve a plan of complete liquidation of the Company
            or an agreement for the sale or disposition by the Company of all or
            substantially all the Company's assets.

      (b)   CLAIM: any threatened, pending or completed action, suit or
            proceeding, or any inquiry or investigation whether conducted by the
            Company or any other party, whether civil, criminal, administrative
            or investigative.

      (c)   EXPENSES: include attorneys' fees and all other costs, expenses and
            obligations paid or incurred in connection with investigating,
            defending, being a witness in or

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            participating in (including on appeal), or preparing to defend, be a
            witness in or participate in any Claim relating to any Indemnifiable
            Event.

      (d)   INDEMNIFIABLE EVENT: any event or occurrence related to the fact
            that Officer is or was a director, officer, employee, agent or
            fiduciary of the Company, or is or was serving at the request of the
            Company as a director, officer, employee, trustee, agent or
            fiduciary of another corporation, partnership, joint venture,
            employee benefit plan, trust or other enterprise, or by reason of
            anything done or not done by Officer in any such capacity.

      (e)   REVIEWING PARTY: any appropriate person or body consisting of a
            member or members of the Company's Board of Directors or any other
            person or body appointed by the Board (including the special
            independent counsel referred to in Section 2) who is not a party to
            the particular Claim for which Officer is seeking indemnification.

      (f)   VOTING SECURITIES: any securities of the Company which vote
            generally in the election of directors.

      9.    AMENDMENTS AND WAIVER. No supplement, modification or amendment of
            this Agreement shall be binding unless executed in writing by both
            of the parties hereto. No waiver of any of the provisions of this
            Agreement shall be deemed or shall constitute a waiver of any other
            provisions hereof (whether or not similar) nor shall such waiver
            constitute a continuing waiver.

      10.   SUBROGATION. In the event of payment under this Agreement, the
            Company shall be subrogated to the extent of such payment to all of
            the rights of recovery of Officer, who shall execute all papers
            required and shall do everything that may be necessary to secure
            such rights, including the execution of such documents necessary to
            enable the Company effectively to bring suit to enforce such rights.

      11.   NO DUPLICATION OF PAYMENTS. The Company shall not be liable under
            this Agreement to make any payment in connection with any claim made
            against Officer to the extent Officer has otherwise actually
            received payment (under any insurance policy, By-Law or otherwise)
            of the amounts otherwise indemnifiable hereunder.

      12.   BINDING EFFECT, ETC. This Agreement shall be binding upon and inure
            to the benefit of and be enforceable by the parties hereto and their
            respective successors, assigns, including any direct or indirect
            successor by purchase, merger, consolidation or otherwise to all or
            substantially all of the business and/or assets of the Company,
            spouses, heirs, and personal and legal representatives. This
            Agreement shall continue in effect regardless of whether Officer
            continues to serve as a director or officer (or in one of the
            capacities enumerated in Section 8(d) hereof) of the Company or of
            any other enterprise at the Company's request.

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      13.   SEVERABILITY. The provisions of this Agreement shall be severable in
            the event that any of the provisions hereof (including any provision
            within a single section, paragraph or sentence) are held by a court
            of competent jurisdiction to be invalid, void or otherwise
            unenforceable, and the remaining provisions shall remain enforceable
            to the fullest extent permitted by law.

      14.   GOVERNING LAW. This Agreement shall be governed by and construed and
            enforced in accordance with the laws of the State of Delaware
            applicable to contracts made and to be performed in such state
            without giving effect to the principles of conflicts of laws.

                                          WEATHERFORD ENTERRA, INC.

                                          By:_____________________

                                             _____________________
                                               Thomas Bates, Jr.

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