UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                 AMENDMENT NO. 1
                                  TO FORM 10-K
                                 ON FORM 10-K/A

                               ------------------

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                       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
   incorporation or organization)                            Identification No.)

 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)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
    Common Stock, $.10 par value                New York Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in the Proxy Statement or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

      The aggregate market value of the outstanding Common Stock of the
registrant held by non-affiliates of the registrant as of March 21, 1997, based
on the closing sale price of the Common Stock on the New York Stock Exchange on
said date, was $1,147,026,635.

      There were 52,087,290 shares of Common Stock of the registrant outstanding
as of March 21, 1997.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None.
<PAGE>
      This Amendment No. 1 to Form 10-K on Form 10-K/A amends the Form 10-K of
Weatherford Enterra, Inc. for the year ended December 31, 1996, filed with the
Securities and Exchange Commission on March 25, 1997 (the "Form 10-K"). Item 13
of the Form 10-K is amended by adding the financial statements of the
Weatherford Enterra, Inc. Employee Stock Purchase Plan, which are set forth on
the following pages, as permitted by Rule 15d-21 promulgated under the
Securities Exchange Act of 1934, as amended.
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Weatherford Enterra, Inc.:

      We have audited the accompanying statements of net assets of the
Weatherford Enterra, Inc. Employee Stock Purchase Plan as of December 31, 1996
and 1995, and the related statements of changes in net assets for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the plan administrative committee. Our responsibility
is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
plan administrative committee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets of the Weatherford Enterra, Inc.
Employee Stock Purchase Plan as of December 31, 1996 and 1995, and the changes
in net assets for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.


ARTHUR ANDERSEN LLP

Houston, Texas
April 18, 1997

                                       F-1
<PAGE>
                            WEATHERFORD ENTERRA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                            STATEMENTS OF NET ASSETS

                           DECEMBER 31, 1996 AND 1995

                                                         1996          1995
                                                      ---------     ---------
                                     ASSETS

Common Stock of Weatherford Enterra, Inc., 
   at quoted market value - 17,782 shares 
  (cost $420,636) and 15,840 shares 
  (cost $302,331), respectively.....................  $ 533,460     $ 457,380
                                                      ---------     ---------


Contributions receivable -
   Company..........................................     11,781         4,509
   Participants.....................................     23,568        13,546
                                                      ---------     ---------
                                                         35,349        18,055
                                                      ---------     ---------
Cash and cash equivalents...........................      2,039         1,899
                                                      ---------     ---------

     Total Assets...................................    570,848       477,334
                                                      ---------     ---------

                                   LIABILITIES


Other...............................................        --         (4,110)
                                                      ---------     ---------

   Net Assets.......................................  $ 570,848     $ 473,224
                                                      =========     =========

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

                                       F-2
<PAGE>
                            WEATHERFORD ENTERRA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                       STATEMENTS OF CHANGES IN NET ASSETS

        FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1996

                                                 1996         1995       1994
                                                 ----         ----       ----

Realized net gain on the sale or distribution 
  of Weatherford Enterra, Inc. Common Stock.   $ 90,037   $  19,822   $  91,105

Changes in unrealized appreciation of
  Weatherford Enterra, Inc. Common Stock....    (42,225)    121,703    (124,644)

Contributions:
  Company...................................     88,386      47,702      44,544
  Participants..............................    205,159     143,262     133,651

Interest income.............................        152         159          82

Withdrawals by participants:
  Common Stock, at market value.............   (243,636)   (148,063)   (151,123)
  Cash......................................       (249)        (56)       (165)
                                             ----------  ----------   ---------

Increase (decrease) in net assets...........     97,624     184,529      (6,550)

Net Assets, at beginning of year............    473,224     288,695     295,245
                                             ----------  ----------   ---------

Net Assets, at end of year..................  $ 570,848   $ 473,224   $ 288,695
                                             ==========  ==========   =========

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

                                        F-3
<PAGE>
                            WEATHERFORD ENTERRA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                          NOTES TO FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -

      BASIS OF ACCOUNTING. The accompanying financial statements of the
Weatherford Enterra, Inc. Employee Stock Purchase Plan (the "Plan") have been
prepared on the accrual basis of accounting. The Plan's investment in the common
stock (the "Common Stock") of Weatherford Enterra, Inc. (the "Company") is
reported at quoted market value.

      On October 5, 1995, Weatherford International Incorporated completed a
merger with Enterra Corporation and changed its name to "Weatherford Enterra,
Inc." Contemporaneous with the Enterra merger, the Company effected a
one-for-two reverse stock split of its Common Stock. In this report, all per
share amounts and numbers of shares of Common Stock have been restated to
reflect the reverse stock split.

      PARTICIPANT ACCOUNTS. Texas Commerce Bank N.A., Trustee for the Plan (the
"Trustee"), maintains a separate account for each participating employee. The
Trustee allocates to each account the number of shares of the Company's Common
Stock purchased with contributions credited to such account. The Plan included
180 and 114 active participants as of December 31, 1996 and 1995, respectively.

      COMMON STOCK VALUATION. The Common Stock is reflected in the accompanying
financial statements at quoted market value, as listed on the national
securities exchange on which the Common Stock is traded. The changes in the
difference between the quoted market value and the cost of shares not withdrawn
are reported as changes in unrealized appreciation (depreciation) in the
Statements of Changes in Net Assets (see Note 4). Realized net gains on the sale
or distribution of Common Stock are reported based on actual cost (see Note 3).

      EXPENSES. The expenses of the Plan, except transfer taxes and other
expenses paid by participating employees on withdrawals, are paid by the
Company. With respect to purchases of Common Stock on the open market, if any,
brokerage fees are paid by the Company.

(2)   PROVISIONS OF THE PLAN -

      GENERAL. The Plan was established for the purpose of affording eligible
employees of the Company and its subsidiaries an opportunity to regularly and
systematically invest in the Company's Common Stock.

      ADMINISTRATION . The Plan is administered by a committee (the
"Administrative Committee") of not less than three persons appointed from time
to time by the Board of Directors of the Company.

      ELIGIBILITY. Subject to certain restrictions imposed by foreign countries
in which the Company maintains offices, every full-time non-U.S. employee and
every full-time U.S. employee not eligible for the Company's 401(k) Savings Plan
are eligible to participate in the Plan after completing one year of active
continuous service.

      PARTICIPANT CONTRIBUTIONS. An eligible employee may contribute by payroll
deductions two to six percent of base salary, but in no event less than $20 per
month or more than $500 per month.

                                       F-4
<PAGE>
      COMPANY CONTRIBUTIONS. Through June 30, 1996, the Company contributed an
amount equal to 33 1/3 percent of each participant's contribution. Effective
July 1, 1996, this percentage was changed to 50%. Participants vest immediately
in both their contributions to the Plan and all Company contributions made on
their behalf.

      THE TRUSTEE AND PURCHASES OF COMMON STOCK. The Trustee maintains custody
of the Plan's assets and uses the participant's payroll deductions, the
Company's contributions and cash dividends received to purchase Common Stock of
the Company. The Company has not declared or paid any dividends on its Common
Stock since December 1982. The Company's Common Stock may be purchased on the
open market or from the Company by the Trustee at a price equal to the closing
price of the Common Stock on the national securities exchange on which the
Common Stock is listed.

      WITHDRAWALS AND TERMINATION OF EMPLOYMENT. Participating employees may
withdraw part or all of the whole shares of Common Stock in their account as of
March 31 of any calendar year after giving written notice prior to March 1. Cash
in lieu of fractional shares and any other credits will also be paid to the
withdrawing employee. On termination of employment, a distribution will be made
to the employee, or, in the case of death, to the persons entitled thereto, of
all shares of Common Stock and cash adjustments as described above.

      FEDERAL INCOME TAX CONSEQUENCES. The Plan is not qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended. Subject to differing
tax consequences imposed by foreign countries in which the Company maintains
offices, amounts contributed by an employee to the Plan through payroll
deductions and amounts contributed by the Company are treated as part of the
employee's salary or wages, which are subject to withholding taxes and are
taxed, with the rest of the employee's compensation, as ordinary income. The
Plan is not subject to the provisions of the Employee Retirement Income Security
Act of 1974.

      AMENDMENT, SUSPENSION AND TERMINATION. Although the Company has not
expressed an intent to do so, it has the right to suspend or terminate any or
all provisions of the Plan at any time, except that no such action shall be
taken which will, in the Administrative Committee's judgment, retroactively
adversely affect the rights of participants.

(3)   REALIZED NET GAINS -

      The following table sets forth the realized net gain calculated on the
sale or distribution of Weatherford Enterra, Inc. Common Stock:

                                                  1996        1995        1994
                                                  ----        ----        ----  
Sale or distribution of Common Stock 
     at market                                $  243,885   $ 148,119   $ 151,288
Less: Sale or distribution of Common Stock 
     at cost                                     153,848     128,297      60,183
                                              ----------   ---------   ---------

Realized net gain                             $   90,037   $  19,822   $  91,105
                                              ==========   =========   =========

                                       F-5
<PAGE>
(4) CHANGES IN UNREALIZED APPRECIATION -

    The changes in unrealized appreciation of Common Stock are as follows:

                                                 1996        1995       1994
                                                 ----        ----       ----
      Unrealized appreciation
         at end of year.....................   $112,824    $155,049   $  33,346

      Less:  Unrealized appreciation
         at beginning of year...............    155,049      33,346     157,990
                                               --------    --------   ---------

      Changes in unrealized
         appreciation.......................   $(42,225)   $121,703   $(124,644)
                                               =========   ========   ==========

                                       F-6
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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, on April 18, 1997.


                                       WEATHERFORD ENTERRA, INC.


                                   By: /s/   THOMAS N. AMONETT
                                             Thomas N. Amonett
                                   Acting President and Chief Executive Officer

                                       F-7