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


  (Mark one)
             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended SEPTEMBER 30, 1995
                                              ------------------
                                       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 1-7867

                           WEATHERFORD ENTERRA, INC.
             (Exact name of registrant as specified in its charter)
                                        
                                        
              DELAWARE                              74-1681642
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

                            1360 POST OAK BOULEVARD
                                   SUITE 1000
                                 HOUSTON, TEXAS
                                      77056
                    (Address of principal executive offices)
                                   (Zip code)

                                (713)  439-9400
              (Registrant's telephone number, including area code)

                    WEATHERFORD INTERNATIONAL INCORPORATED
     (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 [ ].

There were 50,899,665 shares of Common Stock, $.10 par value, of the registrant
outstanding as of October 31, 1995, including 9,879,127 shares deemed to be 
outstanding pending the exchange of shares of common stock of Petroleum
Equipment Tools Co., H & H Oil Tool Co., Inc., and Enterra Corporation but
excluding 30,132 shares classified as Treasury Stock.

                                (Page 1 of 21)
<PAGE>
 
                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            WEATHERFORD INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE> 
<CAPTION> 
                                                   SEPTEMBER 30, DECEMBER 31,
                                                       1995          1994
                                                   ------------- ------------
                                                     (Unaudited)
<S>                                                <C>           <C>
                      ASSETS
CURRENT ASSETS:

 Cash and cash equivalents..........................  $ 13,163  $ 22,324
 Receivables, net of allowance of $8,029 and $7,610.   121,533   104,424
 Inventories, net of allowance of $9,939 and $9,352.    59,745    54,381
 Deferred tax assets................................     1,211     1,148
 Prepayments and other..............................     8,889     7,251
                                                      --------  --------
  Total current assets..............................   204,541   189,528
                                                      --------  --------
PROPERTY, PLANT AND EQUIPMENT, AT COST..............   567,901   544,199
 Less -- Accumulated depreciation...................   348,576   329,043
                                                      --------  --------
                                                       219,325   215,156
                                                      --------  --------
GOODWILL, NET.......................................    35,517    34,970
                                                      --------  --------
OTHER ASSETS........................................    15,227    14,309
                                                      --------  --------
                                                      $474,610  $453,963
                                                      ========  ========

     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Short-term debt....................................  $    122  $    113
 Current portion of long-term debt..................     9,676    16,262
 Accounts payable...................................    16,350    27,299
 Accrued income taxes...............................     7,902     6,329
 Other accrued liabilities..........................    44,759    49,586
                                                      --------  --------
  Total current liabilities.........................    78,809    99,589
                                                      --------  --------
LONG-TERM DEBT......................................    66,114    55,701
                                                      --------  --------
DEFERRED TAX LIABILITIES............................     2,605     2,597
                                                      --------  --------
OTHER LONG-TERM LIABILITIES.........................    13,231    13,876
                                                      --------  --------
STOCKHOLDERS' EQUITY:                           
 Preferred stock, $1 par; shares authorized     
  1,000,000; none issued............................        --        --
 Common stock, $.10 par; shares authorized      
  80,000,000; issued 27,214,996 and 27,128,217......     2,721     2,713
 Paid-in capital....................................   280,748   279,827
 Retained earnings (deficit)........................    26,707    (1,552)
 Cumulative translation adjustment..................     4,280     2,013
 Treasury stock, 32,104 and 51,202 common      
  shares, at cost...................................      (605)     (801)
                                                      --------  --------
                                                       313,851   282,200
                                                      --------  --------
                                                      $474,610  $453,963
                                                      ========  ========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       2
<PAGE>
 
            WEATHERFORD INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
              (UNAUDITED - IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
 
 
                                  FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                  ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                 ----------------------  ---------------------
                                    1995        1994        1995       1994
                                 ----------  ----------  ----------  ---------
<S>                              <C>         <C>         <C>         <C>
REVENUES:
 International.................   $ 56,625     $48,577    $159,250   $135,072
 United States.................     48,494      46,026     144,956    139,928
                                  --------     -------    --------   --------
   Total revenues..............    105,119      94,603     304,206    275,000
                                  --------     -------    --------   --------
 
COSTS AND EXPENSES:
 Cost of sales and services....     75,298      69,049     219,544    197,455
 Selling, general and
   administrative expenses.....     14,841      14,887      43,206     43,978
 Research and development......      1,032         748       2,803      2,132
 Equity in earnings of
   unconsolidated affiliates...       (381)        (36)     (1,280)      (807)
 Foreign currency (gain), net..       (137)     (1,400)       (406)    (3,427)
 Other (income) expense, net...       (393)        390      (2,219)       294
 Acquisition-related costs.....         --       2,500          --      2,500
                                  --------     -------    --------   --------
   Total costs and expenses....     90,260      86,138     261,648    242,125
                                  --------     -------    --------   --------
 
OPERATING INCOME:
 International.................      7,895       6,631      26,047     20,557
 United States.................      8,089       1,592      19,512     11,499
 Corporate.....................     (1,125)        242      (3,001)       819
                                  --------     -------    --------   --------
   Total operating income......     14,859       8,465      42,558     32,875
 
 Interest expense..............      1,829       1,657       5,437      3,820
 Interest income...............       (189)       (255)       (571)      (751)
                                  --------     -------    --------   --------
 
INCOME BEFORE INCOME TAXES.....     13,219       7,063      37,692     29,806
 
 Income taxes..................      3,342       2,064       9,433      7,904
                                  --------     -------    --------   --------
 
NET INCOME.....................   $  9,877     $ 4,999    $ 28,259   $ 21,902
                                  ========     =======    ========   ========
 
Weighted average common
 and common equivalent
 shares outstanding............     27,429      27,280      27,322     27,218
                                  ========     =======    ========   ========
 
Income per common and common
 equivalent share..............      $0.36       $0.18       $1.03      $0.80
                                  ========     =======    ========   ========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       3
<PAGE>
 
            WEATHERFORD INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                           (UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
 
 
                                                  RETAINED   CUMULATIVE
                                COMMON  PAID-IN   EARNINGS   TRANSLATION  TREASURY
                                STOCK   CAPITAL   (DEFICIT)  ADJUSTMENT     STOCK     TOTAL
                                ------  --------  ---------  -----------  ---------  --------
<S>                             <C>     <C>       <C>        <C>          <C>        <C>
 
  BALANCE, DECEMBER 31, 1994..  $2,713  $279,827   $(1,552)     $2,013      $(801)   $282,200
 
    Shares issued under
     employee benefit plans...       1       140        --          --         --         141
    Stock grants and options
     exercised................       7       781        --          --         196        984
    Currency translation
     adjustment...............      --        --        --       2,267          --      2,267
    Net income................      --        --    28,259          --          --     28,259
                                ------  --------   -------      ------       -----   --------
  BALANCE, SEPTEMBER 30, 1995.  $2,721  $280,748   $26,707      $4,280       $(605)  $313,851
                                ======  ========   =======      ======       =====   ========
</TABLE> 

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

                                       4
<PAGE>
 
            WEATHERFORD INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED-IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     FOR THE NINE MONTHS
                                                                     ENDED SEPTEMBER 30,
                                                                    ---------------------
                                                                       1995       1994
                                                                    ----------  ---------
<S>                                                                 <C>         <C>
 
NET INCOME........................................................   $ 28,259   $ 21,902
Income items not requiring (providing) cash:
  Depreciation and amortization...................................     33,918     25,502
  Undistributed earnings of affiliates............................       (497)       564
  Gain on disposal of property, plant and equipment, net..........     (4,552)    (2,660)
  Unrealized foreign currency gain................................         --     (3,502)
  Deferred income tax provision (benefit).........................       (171)        84
  Increase(decrease) in cash from changes in operating accounts:
    Receivables, net..............................................    (15,462)    (6,633)
    Inventories, net..............................................        (56)    (9,378)
    Prepayments and other.........................................     (1,543)    (2,231)
    Accounts payable and accrued liabilities......................    (15,401)     3,941
    Other long-term liabilities...................................       (844)      (788)
                                                                     --------   --------
 
CASH PROVIDED BY OPERATING ACTIVITIES.............................     23,651     26,801
                                                                     --------   --------
 
Purchases of property, plant and equipment........................    (36,910)   (29,103)
Acquisitions, net of notes issued and cash acquired...............     (6,068)   (66,938)
Proceeds from disposition of assets...............................      8,959      5,805
Other net cash flows from investing activities....................       (519)     2,370
                                                                     --------   --------
 
CASH USED IN INVESTING ACTIVITIES.................................    (34,538)   (87,866)
                                                                     --------   --------
 
Proceeds from bank borrowings.....................................     23,982     84,766
Repayments of indebtedness........................................    (20,159)   (29,531)
Net cash flows from currency hedging transactions.................     (3,107)    (1,212)
Proceeds from sale of stock to employee benefit plans and stock
  option exercises................................................      1,125      1,299
Payment of deferred loan costs....................................         --       (812)
                                                                     --------   --------
 
CASH PROVIDED BY FINANCING ACTIVITIES.............................      1,841     54,510
                                                                     --------   --------
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH...........................       (115)      (124)
                                                                     --------   --------
 
DECREASE IN CASH AND CASH EQUIVALENTS.............................     (9,161)    (6,679)
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD....................     22,324     21,905
                                                                     --------   --------
 
CASH AND CASH EQUIVALENTS, END OF PERIOD..........................   $ 13,163   $ 15,226
                                                                     ========   ========
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest........................................................   $  4,069   $  2,481
  Income taxes....................................................      8,002      5,646
Purchase of equipment financed by debt............................         --        830
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>
 
            WEATHERFORD INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) The consolidated financial statements of Weatherford International
Incorporated and its subsidiaries (the "Company" or "Weatherford") included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. In the opinion of
management, the information furnished reflects all adjustments, consisting only
of normal recurring adjustments, which are necessary for a fair presentation of
the results of the interim periods. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. However, the Company believes that the disclosures are
adequate to make the information presented not misleading.

    Certain reclassifications were made to previously reported amounts in the
consolidated financial statements and notes to make them consistent with the
current presentation format.

    It is suggested that these financial statements be read in conjunction with
the financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.  No significant
accounting changes have occurred during the nine months ended September 30,
1995. Subsequent to September 30, 1995, the Company completed a significant 
merger accounted for as a pooling of interests. See Note 5.

(2) INCOME PER COMMON AND COMMON EQUIVALENT SHARE. Income per common and common
equivalent share is computed on the basis of the weighted average number of
shares of common stock and common stock equivalents (if dilutive) outstanding
during the respective periods. Fully diluted earnings per share are equal to
primary earnings per share in all periods presented.

(3)  INVENTORIES.  Consolidated net inventories consist of the following (in
thousands):

<TABLE>
<CAPTION>
 
                              SEPTEMBER 30,  DECEMBER 31,
                                  1995           1994
                              -------------  ------------
<S>                           <C>            <C>
 
Spare parts and components..        $18,561       $17,593
Raw materials...............          5,190         4,984
Work in process.............          6,193         5,211
Finished goods..............         29,801        26,593
                                    -------       -------
                                    $59,745       $54,381
                                    =======       =======
</TABLE>

(4) SUMMARIZED FINANCIAL INFORMATION OF 50% OR LESS-OWNED AFFILIATES. The
Company owns a 49% interest in each of two Saudi Arabian companies and an Abu
Dhabi joint venture, which are included in other assets in the accompanying
consolidated balance sheets. The Company owned a 50% interest in a U.S.
partnership that was dissolved in 1994. Summarized financial information for
these affiliates is as follows (in thousands):

                                       6
<PAGE>
 
<TABLE>
<CAPTION>
 
                            SEPTEMBER 30,  DECEMBER 31,
                                1995           1994
                            -------------  ------------
<S>                         <C>            <C>
BALANCE SHEET DATA:
 Current assets...........      $3,939        $3,591
 Non-current assets.......         998           947
                                ------        ------
  Total assets............      $4,937        $4,538
                                ======        ======
 
 Current liabilities......      $1,978        $1,462
 Non-current liabilities..         264           391
                                ------        ------
  Total liabilities.......      $2,242        $1,853
                                ======        ======
 
                                FOR THE NINE MONTHS
                                 ENDED SEPTEMBER 30,
                                -------------------- 
                                  1995         1994
                                ------        ------
INCOME STATEMENT DATA:
 Revenues.................      $5,974        $7,404
 Gross profit.............       2,974         2,117
 Net income...............       2,610         1,655
</TABLE>

(5) SUBSEQUENT EVENTS. On October 5, 1995, the Company completed a merger (the
"Enterra Merger") with Enterra Corporation ("Enterra") and changed its name to
"Weatherford Enterra, Inc." Enterra was a worldwide provider of specialized
services and products to the oil and gas industry through its oilfield, pipeline
and compression services and equipment businesses. After giving effect to a
contemporaneous one-for-two reverse stock split, the Company issued
approximately 23,500,000 shares of Common Stock in exchange for all the
outstanding shares of Enterra common stock based on an exchange ratio of 0.845
of a share of Weatherford Common Stock for each share of Enterra common stock
outstanding. The consolidated financial statements contained herein have been
restated for all periods presented to reflect the impact of the reverse stock
split, but not for the Enterra Merger.

    The Enterra Merger will be accounted for as a pooling of interests.
Accordingly, future consolidated financial statements will be restated to
include the accounts and results of operations of Enterra with those of the
Company, as if the two companies had been combined since inception.  See
supplemental condensed consolidated financial statements of Weatherford Enterra,
Inc. contained elsewhere herein.

    In connection with the Enterra Merger, the Company entered into new bank
credit facilities (the "Facilities") consisting of a $200,000,000 term loan (the
"Term Loan") and a $200,000,000 revolving credit facility (the "Revolving Credit
Facility"). The Facilities replaced the primary bank credit facilities that
Weatherford and Enterra previously had in place. The Term Loan is repayable in
23 equal quarterly installments commencing March 31, 1996. The Revolving Credit
Facility matures on September 30, 2000. Amounts outstanding under the Facilities
accrue interest at a variable rate, depending on the Company's total debt-to-
total capitalization ratio. The applicable interest rate on amounts outstanding
at October 31, 1995 was 6.4%. A commitment fee ranging from 0.15% to 0.225% per
annum is payable quarterly on the unused portion of the Revolving Credit
Facility. The Company is required under the Facilities agreement to maintain
certain financial ratios and is limited thereby in its ability to incur
indebtedness, make investments and dispose of assets. The balances outstanding
at October 31, 1995 under the Term Loan and Revolving Credit Facility were
$200,000,000 and $15,000,000, respectively, and the Company had $185,000,000
available to borrow under the Revolving Credit Facility.

                                       7
<PAGE>
 
    On September 20, 1995, Enterra entered into a definitive agreement with 
Zapata Corporation ("Zapata") to acquire Zapata's natural gas compression 
businesses ("Zapata Energy Industries") for cash of $130,000,000 and the 
assumption of certain liabilities. The Company succeeded to Enterra's rights and
obligations under the Zapata Energy Industries agreement as a result of the 
Enterra Merger. Zapata Energy Industries is engaged in the business of 
fabricating, selling, installing, renting and servicing natural gas compressor 
packages used in the oil and gas industry. The Zapata Energy Industries 
acquisition, which is subject to the approval of Zapata shareholders, is 
expected to close in December 1995. The Company expects to finance this 
acquisition with proceeds from new borrowings under the Revolving Credit 
Facility.

                                       8
<PAGE>
 
                   WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
 
                                                          SEPTEMBER 30,  DECEMBER 31,
                                                              1995           1994
                                                          -------------  ------------
<S>                                                       <C>            <C>
 
   ASSETS
CURRENT ASSETS:
 Cash and cash equivalents..............................   $   31,453    $   36,106
 Receivables, net.......................................      239,082       232,882
 Inventories, net.......................................      150,591       153,191
 Other current assets...................................       33,993        27,807
                                                           ----------    ----------
  Total current assets..................................      455,119       449,986
PROPERTY, PLANT AND EQUIPMENT, net......................      456,100       462,299
GOODWILL, net...........................................      212,627       221,397
OTHER ASSETS............................................       23,161        20,288
                                                           ----------    ----------
                                                           $1,147,007    $1,153,970
                                                           ==========    ==========
 
   LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES:
 Short-term debt and current portion of long-term debt..   $   26,058    $   17,926
 Accounts payable.......................................       47,597        64,250
 Accrued liabilities....................................      106,889       116,032
                                                           ----------    ----------
  Total current liabilities.............................      180,544       198,208
 
LONG-TERM DEBT..........................................      171,195       178,746
 
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES............       29,021        42,382
 
STOCKHOLDERS' EQUITY....................................      766,247       734,634
                                                           ----------    ----------
                                                           $1,147,007    $1,153,970
                                                           ==========    ==========
 
</TABLE>

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

                                       9
<PAGE>
 
                   WEATHERFORD ENTERRA, INC. AND SUBSIDIARIES
            SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              (UNAUDITED - IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
 
 
                                     FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                     ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                    ----------------------  ---------------------
                                       1995        1994        1995       1994
                                    ----------  ----------  ----------  ---------
<S>                                 <C>         <C>         <C>         <C>
 
REVENUES..........................   $218,424    $179,765    $644,199   $449,704
                                     --------    --------    --------   --------
 
COSTS AND EXPENSES:
 Cost of sales and services.......    134,476     109,759     400,156    271,728
 Selling, general and
   administrative expenses........     38,650      33,654     114,977     87,517
 Depreciation and amortization....     22,644      18,045      68,717     46,919
 Other (income) expense, net......     (2,573)     (1,994)     (8,336)    (6,675)
 Acquisition-related costs and
   other unusual charges..........         --       2,500      28,297      2,500
                                     --------    --------    --------   --------
 
OPERATING INCOME..................     25,227      17,801      40,388     47,715
Interest, net.....................      3,875       2,048      11,358      3,227
                                     --------    --------    --------   --------
Income before income taxes
 and minority interests...........     21,352      15,753      29,030     44,488
Income taxes......................      7,678       5,264       4,373     13,054
                                     --------    --------    --------   --------
Income before minority interests..     13,674      10,489      24,657     31,434
Minority interests................       (526)        115        (215)       181
                                     --------    --------    --------   --------
 
NET INCOME........................   $ 13,148    $ 10,604    $ 24,442   $ 31,615
                                     ========    ========    ========   ========
 
Weighted average common and
 common equivalent shares
 outstanding......................     50,967      46,360      50,804     42,854
                                     ========    ========    ========   ========
 
Income per common and common
 equivalent share.................      $0.26       $0.23       $0.48      $0.74
                                     ========    ========    ========   ========
 
</TABLE>

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

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

   (1) The supplemental condensed consolidated financial statements represent
the combined results of Weatherford and Enterra on a "pooling of interests"
basis as if the two companies had been combined since inception. No adjustments 
have been made to reflect the pending acquisition of Zapata Energy Industries.

   Certain reclassifications have been made to historical amounts to conform the
financial presentation of the two companies.  Specifically, net proceeds from
involuntary sales of Enterra oilfield equipment totaling $1,734,000 and
$1,296,000 for the three-month periods ended September 30, 1995 and 1994,
respectively, and $4,651,000 and $3,882,000 for the nine-month periods ended
September 30, 1995 and 1994, respectively, have been reclassified from Revenues
to Other (income) expense, net.  In addition, with respect to Weatherford,
depreciation and amortization charges of $10,973,000 and $9,468,000 for the
three-month periods ended September 30, 1995 and 1994, respectively, and
$32,804,000 and $26,180,000 for the nine-month periods ended September 30, 1995
and 1994, respectively, have been reclassified from Cost of sales and services,
Selling, general and administrative expenses and Other (income) expense, net, to
Depreciation and amortization.

   (2) INCOME PER COMMON AND COMMON EQUIVALENT SHARE.  Income per common and
common equivalent share is computed on the basis of the combined weighted
average number of shares of common stock and common stock equivalents of
Weatherford and Enterra for each period presented based upon the conversion rate
of 0.845 of a share of Weatherford Common Stock for each share of Enterra common
stock, after giving effect to a one-for-two reverse stock split of Weatherford
Common Stock.  Fully diluted earnings per share are equal to primary earnings
per share in all periods presented.

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


                                BUSINESS REVIEW

   Weatherford is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the oil and gas
industry.  Weatherford's principal businesses consist of providing tubular
running services, renting specialized oilfield equipment and providing fishing
services and related tools, and manufacturing and selling cementation products
and other equipment.  Weatherford operates in virtually every oil and gas
exploration and production region in the world.

   Weatherford has grown significantly through acquisition in recent years,
having acquired 21 businesses since November 1991.  As a result of these
acquisitions, the Company is an industry leader in each of its principal
businesses and has expanded its product and service lines, improved its U.S.
market position and realized significant consolidation cost savings.

   On October 5, 1995, the Company completed the Enterra Merger, which
represents Weatherford's most significant business combination to date.  The
Enterra Merger strengthens the Company's position as the worldwide leader in the
rental tools and fishing tool services business and adds gas compression,
pipeline construction services and several manufacturing businesses to the
Company. In connection with the Enterra Merger, the Company effected a one-for-
two reverse stock split and changed its name to "Weatherford Enterra, Inc." The
Company issued approximately 23,500,000 shares of Common Stock in exchange for
all the outstanding shares of Enterra common stock based on an exchange ratio of
0.845 of a share of Weatherford Common Stock (reflecting the reverse stock
split) for each share of Enterra common stock outstanding. The Enterra Merger
will be accounted for as a pooling of interests. Accordingly, future
consolidated financial statements will be restated to include the accounts and
results of operations of Enterra with those of the Company, as if the two
companies had been combined since inception.

   The following table sets forth Weatherford's revenues attributable to each of
its principal businesses (in thousands):
<TABLE>
<CAPTION>
                                    NINE MONTHS ENDED
                                      SEPTEMBER 30,       YEAR ENDED DECEMBER 31,
                                    ------------------  ----------------------------
                                      1995      1994      1994      1993      1992
                                    --------  --------  --------  --------  --------
<S>                                 <C>       <C>       <C>       <C>       <C>
Oilfield services and rentals:
 Tubular running services           $ 94,876  $ 80,624  $109,503  $105,715  $103,360
 Rental tools and fishing
   tool services                     131,867   125,786   170,387   130,943    53,651
 Other services                       12,075     8,393    12,264    14,118     8,819
                                    --------  --------  --------  --------  --------
   Total services and rentals        238,818   214,803   292,154   250,776   165,830
                                    --------  --------  --------  --------  --------
 
Oilfield products and equipment:
 Cementation products                 33,233    31,652    43,201    41,734    30,160
 Other products and equipment         32,155    28,545    36,959    40,573    26,974
                                    --------  --------  --------  --------  --------
   Total products and equipment       65,388    60,197    80,160    82,307    57,134
                                    --------  --------  --------  --------  --------
 
Total revenues                      $304,206  $275,000  $372,314  $333,083  $222,964
                                    ========  ========  ========  ========  ========
</TABLE>

                                       12
<PAGE>
 
   Demand for the Company's services and products depends primarily upon the
number of oil and gas wells being drilled, the depth and drilling conditions of
such wells, the volume of production, the number of well completions and the
level of workover activity.  Drilling activity is largely dependent on the level
and volatility of oil and natural gas prices.  The following table sets forth
selected statistics reflecting industry conditions and the Company's financial
results:
<TABLE>
<CAPTION>
 
                                      NINE MONTHS ENDED
                                        SEPTEMBER 30,    YEAR ENDED DECEMBER 31,
                                      -----------------  -----------------------
                                       1995      1994     1994     1993    1992
                                      -------   -------  -------  ------  ------
<S>                                   <C>       <C>      <C>      <C>     <C>
Average drilling rig count (a):
 United States......................       711     759      775     754     721
 International......................       985     989      997     960     959
                                        ------  ------   ------  ------  ------
 Worldwide..........................     1,696   1,748    1,772   1,714   1,680
 
Revenue per rig (in thousands)(b):
 United States......................    $  204  $  184   $  240  $  233  $  115
 International......................       162     137      187     164     146
 Worldwide..........................       179     157      210     194     133
 
--------
</TABLE>
(a)  Calculated by averaging rig count figures as published by Baker Hughes
     Incorporated.
(b)  Calculated by dividing revenues by average rig count.


                              FINANCIAL CONDITION

     The Company's operations provided cash of $ 23,651,000 during the first
nine months of 1995 compared to $26,801,000 during the first nine months of
1994.  Net income before depreciation and amortization of $62,177,000 in the
first nine months of 1995 increased $14,773,000 when compared to the same period
in 1994.  Changes in working capital and other operating accounts used cash of
$33,306,000 during the first nine months of 1995 compared to $15,089,000 in the
same period of 1994, primarily as a result of increased payments in 1995 related
to capital assets and inventories purchased in the fourth quarter of 1994 and
increased receivable balances caused by higher revenues.

   Capital expenditures increased to $36,910,000 during the nine months ended
September 30, 1995 compared to $29,103,000 for the same period in 1994.  The
increase was primarily attributable to the international segment, where the
Company expanded its operations during 1994 with acquisitions in the North Sea,
the Asia-Pacific Region and South America.

   The Company's consolidated indebtedness increased slightly from $72,076,000
at December 31, 1994 to $75,912,000  at September 30, 1995.  The Company's total
debt-to-total capitalization ratio improved to 19% at September 30, 1995
compared to 20% at December 31, 1994.

   In connection with the Enterra Merger, the Company entered into new bank
credit facilities consisting of a $200,000,000 Term Loan and a $200,000,000
Revolving Credit Facility.  The Facilities replaced the primary bank credit
facilities that Weatherford and Enterra previously had in place.  The Term Loan
is repayable in 23 equal quarterly installments commencing March 31, 1996.  The
Revolving Credit Facility matures on September 30, 2000.  Amounts outstanding
under the Facilities accrue interest at a variable rate, depending on the
Company's total debt-to-total capitalization ratio.  The applicable interest
rate on amounts outstanding at October 31, 1995 was 6.4%.  A commitment fee
ranging from 0.15% to 0.225% per annum is payable quarterly on the unused
portion of the Revolving Credit Facility. The Company is required under the
Facilities agreement to maintain certain financial ratios and is limited thereby
in its ability to incur indebtedness, make investments and dispose of assets. At
October 31, 1995, the balances outstanding under the Term Loan and the Revolving

                                       13
<PAGE>
 
Credit Facility were $200,000,000 and $15,000,000, respectively, and the Company
had $185,000,000 available to borrow under the Revolving Credit Facility. In
addition, at September 30, 1995, the Company had $9,478,000 available for
borrowing under working capital facilities of certain of its international
subsidiaries.

   On September 20, 1995, Enterra entered into a definitive agreeement with
Zapata to acquire Zapata Energy Industries for cash of $130,000,000 and the
assumption of certain liabilities. The Company succeeded to Enterra's rights and
obligations under the Zapata Energy Industries agreement as a result of the
Enterra Merger. Zapata Energy Industries is engaged in the business of
fabricating, selling, installing, renting and servicing natural gas compressor
packages used in the oil and gas industry. The Zapata Energy Industries
acquisition, which is subject to the approval of Zapata shareholders, is
expected to close in December 1995. The Company expects to finance this
acquisition with proceeds from new borrowings under the Revolving Credit
Facility.

   The Company has entered into forward exchange contracts as a hedge against
certain existing economic exposures.  The market value gains and losses
recognized on the hedges offset foreign currency transaction gains and losses
recognized on the related exposures.  Settlement of forward exchange contracts
resulted in net cash outflows totaling $3,107,000 during the first nine months
of 1995.

   Management believes the combination of working capital, the unused portion of
existing credit facilities and cash flows from operations provide the Company
with sufficient capital resources and liquidity to manage its routine
operations.  The Company continues to seek opportunities to enhance its
competitiveness through strategic acquisitions. Management believes that any
borrowings made in connection with any such acquisitions will not have a
materially adverse impact on the Company's liquidity.

   Like most multinational oilfield service companies, the Company has
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 (the "CIS"), that are inherently subject to
risks of civil disturbance and political activities that may disrupt oil and
gas exploration and production activities, restrict the movement of funds or
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 eventually resumed in relation to market forces.
Certain areas, including the CIS, Algeria and Nigeria, have been subjected to
political disruption or social unrest in the past twelve months.  Generally,
business interruptions resulting from civil or political disruptions negatively
impact near-term results of operations; however, in the opinion of management,
it is unlikely that any specific business disruption caused by existing or
foreseen civil or political instability will have a materially adverse impact on
the financial condition or liquidity of the Company.

   The Company has not declared dividends on Common Stock since December
1982 and management does not anticipate paying dividends on Common Stock at
any time in the foreseeable future.

                                       14
<PAGE>
 
                             RESULTS OF OPERATIONS

   THIRD QUARTER 1995 COMPARED TO THIRD QUARTER 1994.   Revenues increased 11%
from $94,603,000 in the third quarter of 1994 to $105,119,000 in the third
quarter of 1995, which represented the highest quarterly revenue figure in the
Company's history.  International revenues increased $8,048,000, or 17%, to
$56,625,000 compared to $48,577,000 during the third quarter of 1994, primarily
due to increased service activity in the North Sea, Africa, the Middle East and
Latin America.  During the third quarter of 1995, the average international rig
count (excluding Canada) was 6% higher than in the same period of 1994.  United
States revenues increased $2,468,000, or 5%, to $48,494,000 in the third quarter
of 1995 compared to $46,026,000 for the same period of 1994, primarily as a
result of increased service activity in certain regions.  The average U.S.
drilling rig count was 5% lower in the third quarter of 1995 than in the third
quarter of 1994.

   Gross profit increased $4,267,000, or 17%, to $29,821,000 from $25,554,000
when comparing the third quarter of 1995 to the third quarter of 1994.  As a
percentage of revenues, gross profit improved from 27.0% to 28.4%, primarily
reflecting increased rental activity in the United States and cost savings
achieved in consolidating the operations of H & H Oil Tool Co., Inc. ("H & H")
into Weatherford.  H & H was a U. S. rental and fishing tool company acquired by
merger in September 1994 in a transaction accounted for as a pooling of
interests.  International gross margins were lower in the third quarter of 1995
compared to the third quarter of 1994, primarily as a result of a difference in
the revenue mix geographically and with respect to the services and products
provided, increased costs in certain markets and lower activity levels in the
Asia-Pacific Region.

   Selling, general and administrative expenses were virtually unchanged despite
the increased revenues, decreasing $46,000 to $14,841,000 in the third quarter
of 1995 compared to $14,887,000 in the third quarter of 1994.  As a percentage
of revenues, selling, general and administrative expenses improved from 15.7% to
14.1%, primarily as a result of the revenue growth and cost savings achieved in
consolidating the operations of H & H.

   Research and development costs increased 38% from $748,000 in the third
quarter of 1994 to $1,032,000 in the third quarter of 1995, primarily reflecting
the expansion of the Company's development activities to support its three
principal businesses.

   The Company owns a 49% interest in each of two Saudi Arabian companies and an
Abu Dhabi joint venture.  The Company owned a 50% interest in a U.S. partnership
that was dissolved in 1994.  The Company's equity in the earnings of these
affiliates increased $345,000 to $381,000 in the third quarter of 1995,
primarily as a result of losses incurred by the U.S. partnership during the
third quarter of 1994.

   As a result of the fluctuation of the U.S. dollar against the major foreign
currencies in which the Company conducts business, the Company recorded net
exchange transaction gains of $137,000 in the third quarter of 1995 compared to
net exchange transaction gains of $1,400,000 in the third quarter of 1994.  A
substantial portion of the 1994 gain represented an unrealized currency gain
related to certain intercompany loans.

   Other (income) expense improved from a net expense of $390,000 in the third
quarter of 1994 to income of $393,000 in the same period of 1995, primarily as a
result of increased gains on sales of used rental equipment in the normal course
of business.

                                       15
<PAGE>
 
   The Company recorded acquisition-related costs totaling $2,500,000 in the
third quarter of 1994 related to the H & H merger, primarily representing
transaction fees and employee termination and facility closure costs to
consolidate the H & H operations into Weatherford.

   Operating income increased 76% to $14,859,000 in the third quarter of 1995
compared to $8,465,000 in the same period in 1994, primarily as a result of
higher gross profit in 1995 and the acquisition-related costs in 1994.

   Net interest expense increased by $238,000 to $1,640,000 in the third quarter
of 1995 compared to $1,402,000 in the third quarter of 1994, primarily as a
result of higher market interest rates in 1995.

   The income tax provision consists of taxes on foreign earnings, foreign taxes
withheld on certain remittances from international subsidiaries, U.S.
alternative minimum taxes and U.S. state income taxes.  The income tax provision
does not include U.S. regular federal income tax due to the availability of U.S.
net operating loss carryforwards.  The consolidated income tax provision
increased to $3,342,000 during the third quarter of 1995 compared to $2,064,000
in the third quarter of 1994, primarily reflecting higher pretax earnings. The
Company's overall effective tax rate decreased from 29% to 25%, primarily
reflecting higher earnings in the United States, where net operating loss
carryforwards are available.

   The Company conducts a portion of its business in currencies other than the
U.S. dollar, including the German mark, the U.K. pound sterling, the Norwegian
krone and the Canadian dollar.  As a result of a weaker U.S. dollar, the
weighted average currency exchange rates used to translate the statements of
income of the Company's international subsidiaries were generally lower during
the third quarter of 1995 compared to the same period in 1994, thereby
increasing the amount of U.S. dollars reflected on the Company's 1995
consolidated statements of income.  Had the third quarter 1995 average exchange
rates been the same as in the third quarter of 1994, revenues for the third
quarter of 1995 would have been approximately $1,938,000 lower.  The impact on
net income would not have been material.


   NINE MONTHS 1995 COMPARED TO NINE MONTHS 1994.  Revenues increased 11% from
$275,000,000  in the first nine months of 1994 to $304,206,000 in the first nine
months of 1995.  International revenues increased $24,178,000, or 18%, to
$159,250,000 compared to $135,072,000 during the first nine months of 1994,
primarily as a result of the inclusion of the Odfjell Rental operations acquired
in April 1994, several smaller 1994 acquisitions and increased service activity
in certain markets, including the North Sea, Latin America and Africa.  During
the first nine months of 1995, the average international rig count (excluding
Canada) was 2% higher than during the same period of 1994.  United States
revenues increased 4% to $144,956,000 from $139,928,000 during the first nine
months of 1994, primarily due to a large export sale of products during the
first quarter of 1995 totaling $5,867,000, offset by the impact of lower U.S.
drilling activity.  The average U.S. drilling rig count was 6% lower during the
first nine months of 1995 compared to the same period in 1994.

   Gross profit increased $7,117,000, or 9%, to $84,662,000 from $77,545,000
when comparing the first nine months of 1995 to the same period in 1994.  The
consolidated gross profit percentage decreased from 28.2% to 27.8%, reflecting
differences in the revenue mix geographically and with respect to the services
and products provided and increased costs in certain international markets.

   Selling, general and administrative expenses decreased $772,000, or 2%, to
$43,206,000 in the first nine months of 1995 compared to $43,978,000 in the
first nine months of 1994, primarily as a result of the cost savings achieved in
consolidating the operations of H & H.  As a percentage of revenues, selling,
general and administrative expenses improved from 16.0% to 14.2%, reflecting the
impact of revenue growth and the consolidation cost savings.

                                       16
<PAGE>
 
   Research and development costs increased $671,000, or 31%, to $2,803,000 in
the first nine months of 1995 compared to $2,132,000 in the first nine months of
1994, primarily reflecting the expansion of the Company's development activities
to support its three principal businesses.

   The Company owns a 49% interest in each of two Saudi Arabian companies and an
Abu Dhabi joint venture.  The company owned a 50% interest in a U.S. partnership
that was dissolved in 1994.  The Company's equity in the earnings of these
affiliates increased $473,000, or 59%, to $1,280,000 in the first nine months of
1995, primarily as a result of improved 1995 operating results in Saudi Arabia.

   As a result of the fluctuation of the U.S. dollar against the major foreign
currencies in which the Company conducts business, the Company recorded net
exchange transaction gains of $406,000 in the first nine months of 1995 compared
to net exchange transaction gains of $3,427,000 in the same period in 1994.  A
substantial portion of the 1994 gain represented an unrealized currency gain
related to certain intercompany loans.

   Other (income) expense improved from net expense of $294,000 in the first
nine months of 1994 to income of $2,219,000 in the same period of 1995,
primarily as a result of increased gains on sales of used rental equipment in
the normal course of business.

   The Company recorded acquisition-related costs totaling $2,500,000 in the
third quarter of 1994 related to the H & H merger, primarily representing
transaction fees and employee termination and facility closure costs to
consolidate the H & H operations into Weatherford.

   Operating income increased $9,683,000, or 29%, to $42,558,000 through the
first nine months of 1995 compared to $32,875,000 in the same period in 1994,
primarily as a result of the improved gross profit and other income and the
acquisition-related costs in 1994, partially offset by the large currency gain
in 1994.

   Net interest expense increased by $1,797,000, or 59%, to $4,866,000 in the
first nine months of 1995 compared to $3,069,000 in the first nine months of
1994, primarily as a result of higher average debt balances outstanding in 1995
and higher market interest rates.

   The income tax provision consists of taxes on foreign earnings, foreign taxes
withheld on certain remittances from international subsidiaries, U.S.
alternative minimum taxes and U.S. state income taxes.  The income tax provision
does not include U.S. regular federal income tax due to the availability of U.S.
net operating loss carryforwards.  The consolidated income tax provision
increased to $9,433,000 during the first nine months of 1995 compared to
$7,904,000 in the first nine months of 1994, primarily reflecting higher pretax
earnings.  The Company's overall effective tax rate decreased from 27% for the
first nine months of 1994 to 25% for the first nine months of 1995, primarily 
reflecting higher earnings in the United States where net operating loss 
carryforwards were available.

   The Company conducts a portion of its business in currencies other than the
U.S. dollar, including the German mark, the U.K. pound sterling, the Norwegian
krone and the Canadian dollar.  As a result of a weaker U.S. dollar, the
weighted average currency exchange rates used to translate the statements of
income of the Company's international subsidiaries were generally lower during
the first nine months of 1995 compared to the same period in 1994, thereby
increasing the amount of U.S. dollars reflected on the Company's 1995
consolidated statements of income.  Had the average exchange rates in the first
nine months of 1995 been the same as in the first nine months of 1994, revenues
for the first nine months of 1995 would have been approximately $7,515,000
lower.  The impact on net income would not have been material.

                                       17
<PAGE>
 
                  SUPPLEMENTAL COMBINED RESULTS OF OPERATIONS

    The following table sets forth the combined revenues and operating income of
Weatherford and Enterra attributable to each principal business (in thousands):

<TABLE> 
<CAPTION> 
                                                 FOR THE THREE MONTHS                FOR THE NINE MONTHS
                                                  ENDED SEPTEMBER 30,                ENDED SEPTEMBER 30,
                                           --------------------------------    --------------------------------
                                               1995              1994(1)           1995(2)           1994(3)
                                             --------          --------           --------          -------- 
<S>                                         <C>              <C>                <C>              <C> 
REVENUES:
Oilfield Services and Equipment:
  United States services..................   $ 60,096          $ 57,083           $176,895          $164,537
  International services..................     64,411            50,914            181,588           144,285
  Oilfield equipment......................     53,504            40,890            157,099            83,981
                                             --------          --------           --------          -------- 
                                              178,011           148,887            515,582           392,803
                                             --------          --------           --------          -------- 
Pipeline Services:
  Rentals and services....................     14,009             9,561             36,336            23,518
  Sales...................................      5,196             4,565             17,683            16,631
                                             --------          --------           --------          -------- 
                                               19,205            14,126             54,019            40,149
                                             --------          --------           --------          -------- 
Gas Compression:
  Rentals and services...................       8,912             4,464             26,900             4,464
  Sales..................................      12,296            12,288             47,698            12,288
                                             --------          --------           --------          -------- 
                                               21,208            16,752             74,598            16,752
                                             --------          --------           --------          -------- 
Total revenues............................   $218,424          $179,765           $644,199          $449,704
                                             ========          ========           ========          ======== 
OPERATING INCOME:
Oilfield Services and Equipment..........    $ 23,630          $ 16,040           $ 38,109          $ 48,321
Pipeline Services........................       3,034               607              3,385              (222)
Gas Compression..........................         976             2,094              6,382             2,094
Corporate................................      (2,413)             (940)            (7,488)           (2,478)
                                             --------          --------           --------          -------- 
                                             $ 25,227          $ 17,801           $ 40,388          $ 47,715
                                             ========          ========           ========          ========
DEPRECIATION & AMORTIZATION(4):
Oilfield Services and Equipment..........    $ 17,592          $ 14,740           $ 53,094          $ 40,311
Pipeline Services........................       1,091             1,254              3,848             3,746
Gas Compression..........................       3,539             1,594             10,493             1,594
Corporate................................         422               457              1,282             1,268
                                             --------          --------           --------          -------- 
                                             $ 22,644          $ 18,045           $ 68,717          $ 46,919
                                             ========          ========           ========          ========
</TABLE> 

--------------
(1)  Operating results for the three months ended September 30, 1994 include (i)
     acquisition-related costs of $2,500,000 in the oilfield services and
     equipment segment related to Weatherford's acquisition of H & H and (ii) a
     charge of $1,000,000 in the pipeline services segment related to the
     Allseas project, a project to design and build specialized equipment for
     installation on a large, state-of-the-art offshore pipe laying vessel.

(2)  Operating results for the nine months ended September 30, 1995 include
     unusual charges of $23,468,000, $4,562,000 and $252,000 in Enterra's
     oilfield services and equipment, pipeline services and corporate segments,
     respectively.

(3)  Operating results for the nine months ended September 30, 1994 include (i)
     acquisition-related costs of $2,500,000 in the oilfield services and
     equipment segment related to Weatherford's acquisition of H & H and (ii) a
     charge of $2,000,000 in the pipeline services segment related to the
     Allseas project.

(4)  Does not include amortization of deferred loan costs, which are included 
     in interest expense, totaling $359,000 and $382,000 for the three months
     ended September 30, 1995 and 1994, respectively, and $1,114,000 and
     $1,063,000 for the nine months ended September 30, 1995 and 1994,
     respectively.

                                       18
<PAGE>

     During the second quarter of 1995, as a result of a review of its operating
strategies and the carrying values of its assets, Enterra recognized unusual 
charges of $28,282,000.  The charge included $10,041,000 related to the 
writedown to expected net realizable values of certain oilfield equipment 
businesses to be disposed and $12,367,000 of writedowns related to rental tools,
properties and certain inventories that were considered excess or obsolete. Also
included in the unusual charges were costs pursuant to formal restructuring 
plans of $4,562,000 related to the closure and associated write-off of assets of
certain pipeline businesses and $1,312,000 to close certain oilfield service 
administrative and operating locations.

     OILFIELD SERVICES AND EQUIPMENT.  Revenues increased 20% from $148,887,000 
in the third quarter of 1994 to $178,011,000 in the third quarter of 1995, 
primarily due to the inclusion of the Total Energy Services ("Total Energy") 
operations, which were acquired by Enterra on August 12, 1994.  For the nine 
months ended September 30, 1995, revenues increased 31% to $515,582,000. 
Compared to the same periods in 1994, U.S. services revenues increased 
$3,013,000, or 5%, in the third quarter of 1995, and $12,358,000, or 8%, for the
nine months ended September 30, 1995, primarily as a result of increased service
activity in certain regions.  International service revenues increased 
$13,497,000, or 27%, in the third quarter of 1995, and $37,303,000, or 26%, for 
the nine months ended September 30, 1995, primarily due to increased drilling 
and service activity in the North Sea, Africa and Latin America.  Oilfield 
equipment revenues increased $12,614,000, or 31%, in the third quarter of 1995, 
and $73,118,000, or 87%, for the nine months ended September 30,1 995, primarily
as a result of the Total energy acquisition in August 1994.

     After considering Enterra's unusual charges in 1995 and Weatherford's 
acquisition-related costs in 1994, operating income in the oilfield services and
equipment segment increased in the three-month and nine-month periods ended 
September 30, 1995 compared to the same periods in 1994, primarily as a result 
of the increased service revenues and cost savings from consolidating the 
operations of H & H and Total Energy.

     PIPELINE SERVICES.  Pipeline services and equipment revenues increased 
$5,079,000, or 36% in the third quarter of 1995 compared to the third quarter of
1994, due to increased worldwide demand for the pipe joint coating services
provided by the Company's U.K.-based operation and continued high demand for
rental of Autoweld equipment, primarily related to the Transmaghreb project in
Algeria. Operating income increased $2,427,000 in the third quarter of 1995
compared to the third quarter of 1994 due to the higher revenues and the effect
of a $1,000,000 charge recognized in the third quarter of 1994 related to the
Allseas project.

     For the nine months ended September 30, 1995, revenues increased 
$13,870,000, or 35%, due to an $8,270,000 increase in the Autoweld division's 
international sales and rentals and a $6,030,000 increase in service revenues by
the Company's pipe joint coating business. Operating income increased to 
$3,385,000 for the 1995 nine-month period as compared to a loss of $222,000 in 
the same period in 1994. Exclusive of the restructuring and asset impairment 
charges in the second quarter of 1995, and the Allseas charges recorded in the 
second and third quarters of 1994, operating income was $7,947,000 in the 1995 
period versus $1,778,000 in 1994. The increase is attributable to the increased 
revenues, especially those associated with the higher margin Autoweld revenues.

     GAS COMPRESSION.  The gas compression segment was acquired as part of the 
Total Energy acquisition in August 1994. Revenues from compressor rentals have 
remained constant at approximately $9,000,000 per quarter since the acquisition 
of this segment.  Operating comparisons to specific periods ended September 30, 
1994 are not meaningful due to the short period of ownership in 1994. While both
the average rental rate and average utilization have fallen slightly
since August 1994, additional higher horsepower units have been added to the
compressor fleet to offset the decline. This segment has experienced a
substantial decline in compressor sales in the third quarter of 1995, as many
customers have deferred the acquisition of units due to the relatively low
demand for natural gas. No significant improvement in compressor sales is
expected for the balance of 1995.
                                       19
<PAGE>
 
                          PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (A)  Exhibits

         4.1  Credit Agreement dated as of October 5, 1995 among Weatherford
              Enterra, Inc., Weatherford Enterra U.S., Inc., Weatherford/Lamb,
              Inc., Bank of America Illinois, as Documentation Agent, Texas
              Commerce Bank National Association, as Administrative Agent,      
              Credit Lyonnais New York Branch, ABN Amro Bank, N.V., Bank of   
              Montreal, First Interstate Bank of Texas, N.A., Arab Banking  
              Corporation (B.S.C.) and the other financial institutions parties
              thereto.


       *10.1  Change of Control Agreements with M. Timothy Carey and Steven C. 
              Grant.

       
       *10.2  Indemnification Agreements with John A. Hill, William E. Macaulay,
              Robert L. Parker, Sr., R. Rudolph Reinfrank, Roger M. Widmann, 
              M. Timothy Carey and Steven C. Grant.


       *10.3  Consulting Agreement dated October 5, 1995, between Weatherford
              Enterra, Inc. and D. Dale Wood.


        27    Article 5 Financial Data Schedule


*  Management contract or compensatory plan or arrangement


      (B)  Reports on Form 8-K
 
           A report on Form 8-K dated June 23, 1995 was filed on July 6, 1995
           by the Company reporting the Company's execution of the definitive
           agreement to merge with Enterra Corporation.

                                       20
<PAGE>
 
                                   SIGNATURES

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

                                WEATHERFORD ENTERRA, INC.  
                                      (Registrant)


Date: November 13, 1995         By:  /s/   NORMAN W. NOLEN
                                   ------------------------------------
                                           NORMAN W. NOLEN
                                   Senior Vice President, Chief Financial
                                          Officer & Treasurer
 
                                      21