CORRECTED RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            WEATHERFORD ENTERRA, INC.

         WEATHERFORD ENTERRA, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify that a Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on October 5, 1995 and that said
Restated Certificate requires correction as permitted by Section 103 of the
General Corporation Law of the State of Delaware.

         The inaccuracy or defect of the Restated Certificate to be corrected is
as follows: The corporate action referred to in Article FOURTH fails to set
forth the effective time of the reverse stock split with respect to the
Corporation's Common Stock issued and outstanding immediately prior to the
effective time. This Certificate sets forth the Corrected Restated Certificate
of Incorporation:

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            WEATHERFORD ENTERRA, INC.
                  (Originally incorporated on December 14, 1970
                  under the name Dixel Industries Incorporated)

         FIRST:  The name of the Corporation is Weatherford Enterra,
Inc.

         SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, in the City of Wilmington, County of
New Castle. The name and address of its registered agent is The Prentice-Hall
Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware.

         THIRD:  The nature of the business, objects and purposes to be
transacted, promoted or carried on by the Corporation are:

         To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and with goods, wares and merchandise and personal property of every class
and description;

         To acquire, and pay for in cash, stock or bonds of this Corporation or
otherwise, the goodwill, rights, assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any person,
partnership, trust, joint stock company, syndicate, firm, association or
corporation;

         To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this Corporation;

         To acquire by purchase, subscription or otherwise, and to receive,
hold, own, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts and other securities,
obligations, chosen in action and evidences of indebtedness or interest issued
or created by any corporations, joint stock companies, syndicates, associations,
firms, trusts or persons, public or private, or by the government of the United
States of America, or by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof;

         To borrow or raise moneys for any of the purposes of the Corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the Corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the Corporation for its corporate
purposes;

         To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with, real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the Corporation's property and
assets, or any interest therein, wherever situated; and

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this Restated
Certificate of Incorporation, but the business and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent business
and purposes.

         FOURTH: The total number of shares of stock of all classes which the
Corporation shall have authority to issue is 81,000,000, of which 1,000,000
shares of the par value of $1 each shall be designated Serial Preferred Stock
(the "Serial Preferred Stock"), and of which 80,000,000 shares of the par value
of $.10 each shall be

                                        2

designated Common Stock (the "Common Stock"). A statement of all powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of the Serial Preferred Stock and the Common Stock is as
follows:

A.       REVERSE STOCK SPLIT

         Effective as of 12:15 p.m. on October 5, 1995 (the "Effective Time"),
each two shares of Common Stock issued and outstanding immediately prior to the
Effective Time shall automatically be changed and converted, without any action
on the part of the holder thereof, into one share of Common Stock and, in lieu
of interests in a fraction of a share of Common Stock, each holder whose
aggregate holdings of Common Stock prior to the Effective Time amounted to a
number of shares not evenly divisible by two shall be entitled to receive for
such interest in a fraction of a share of Common Stock, and at the Effective
Time such interest in a fraction of a share of Common Stock shall be converted
into the right to receive, upon the surrender of the stock certificates formerly
representing shares of Common Stock, an amount in cash equal to $12.88 for such
interest in a fraction of a share of Common Stock.

B.       SERIAL PREFERRED STOCK

         (1)      Shares of Serial Preferred Stock may be issued from time to
                  time in one or more series, each such series to have
                  distinctive serial designations, as shall hereafter be
                  determined in the resolution or resolutions providing for the
                  issue of such Preferred Stock from time to time adopted by the
                  Board of Directors pursuant to authority so to do, which is
                  hereby vested in the Board of Directors.

         (2)      Each series of Preferred Stock

                  (a)      may have such number of shares;

                  (b)      may have such voting powers, full or limited, or may
                           be without voting powers;

                  (c)      may be subject to redemption at such time and at such
                           prices;

                  (d)      may be entitled to receive dividends (which may be
                           cumulative or noncumulative), at such rate or rates,
                           on such conditions, from such date or dates, and at
                           such times, and payable in preference to, or in such
                           relation to, the dividends payable on any other class
                           or classes or series of stock;

                  (e)      may have such rights upon the dissolution of, or upon
                           any distribution of the assets of, the Corporation;

                  (f)      may be made convertible into, or exchangeable for,
                           shares of any other class or classes or of any other
                           series of the same or any other class or classes of
                           stock of the Corporation at such price or prices or
                           at such rates of exchange, and with such adjustments;

                                        3

                  (g)      may be entitled to the benefit of a sinking fund or
                           purchase fund to be applied to the purchase or
                           redemption of shares of such series in such amount or
                           amounts;

                  (h)      may be entitled to the benefit of conditions and
                           restrictions upon the creation of indebtedness of the
                           Corporation or any subsidiary, upon the issue of any
                           additional stock (including additional shares of such
                           series or of any other series) and upon the payment
                           of dividends or the making of other distributions on
                           and the purchase, redemption or other acquisition by
                           the Corporation or any subsidiary of any outstanding
                           stock of the Corporation; and

                  (i)      may have such other relative, participating, optional
                           or other special rights, and qualifications,
                           limitations or restrictions thereof;

                  as shall be stated in said resolution or resolutions providing
                  for the issue of such Serial Preferred Stock. Except where
                  otherwise set forth in the resolution or resolutions adopted
                  by the Board of Directors providing for the issue of any
                  series of Serial Preferred Stock, the number of shares
                  comprising such series may be increased or decreased (but not
                  below the number of shares then outstanding) from time to time
                  by like action of the Board of Directors.

         (3)      Shares of any series of Serial Preferred Stock which have been
                  redeemed (whether through the operation of a sinking fund or
                  otherwise) or purchased by the Corporation, or which, if
                  convertible or exchangeable, have been converted into or
                  exchanged for shares of stock of any other class or classes
                  shall have the status of authorized and unissued shares of
                  Serial Preferred Stock and may be reissued as a part of the
                  series of which they were originally a part or may be
                  reclassified and reissued as part of a new series of Preferred
                  Stock to be created by resolution or resolutions of the Board
                  of Directors or as part of any other series of Serial
                  Preferred Stock, all subject to the conditions or restrictions
                  on issuance set forth in the resolution or resolutions adopted
                  by the Board of Directors providing for the issue of any
                  series of Serial Preferred Stock and to any filing required by
                  law.

C.       COMMON STOCK

         (1)      Except as otherwise provided by law or by the resolution or
                  resolutions of the Board of Directors providing for the issue
                  of any series of the Serial Preferred Stock, the Common Stock
                  shall have the exclusive right to vote for the election of
                  directors and for all other purposes, each holder of the
                  Common Stock being entitled to one vote for each share held.

         (2)      Subject to all of the rights of the Serial Preferred Stock or
                  any series thereof, the holders of the Common Stock shall be
                  entitled to receive, when, as and if declared by the Board of
                  Directors, out of funds legally available therefor, dividends
                  payable in cash, stock or otherwise.

                                        4

         (3)      Upon any liquidation, dissolution or winding up of the
                  Corporation, whether voluntary or involuntary, and after the
                  holders of the Serial Preferred Stock of each series shall
                  have been paid in full the amounts to which they respectively
                  shall be entitled, or a sum sufficient for such payments in
                  full shall have been set aside, the remaining net assets of
                  the Corporation shall be distributed pro rata to the holders
                  of the Common Stock in accordance with their respective rights
                  and interests, to the exclusion of the holders of the Serial
                  Preferred Stock.

D.       GENERAL PROVISIONS

         (1)      Any action required or permitted to be taken by the
                  stockholders of the Corporation must be effected at a duly
                  called annual or special meeting of stockholders of the
                  Corporation and may not be effected by any consent in writing
                  by such stockholders. Special meetings of stockholders of the
                  Corporation may be called only by the Board of Directors
                  pursuant to a resolution approved by a majority of the entire
                  Board of Directors, upon not less than thirty nor more than
                  sixty days written notice. Notwithstanding anything contained
                  in this Restated Certificate of Incorporation to the contrary,
                  the affirmative vote of the holders of at least 80% of the
                  voting power of all of the shares of the Corporation entitled
                  to vote for the election of directors shall be required to
                  amend or repeal, or to adopt any provision inconsistent with,
                  this paragraph (1), Section D of Article FOURTH.

         (2)      No stockholder shall be entitled as a matter of right to
                  subscribe for or receive additional shares of any class of
                  stock of the Corporation, whether now or hereafter authorized,
                  or any bonds, debentures or other securities convertible into
                  stock, but such additional shares of stock or other securities
                  convertible into stock may be issued or disposed of by the
                  Board of Directors to such persons on such terms as, in its
                  discretion, it shall deem advisable.

         FIFTH:            The Corporation is to have perpetual existence.

         SIXTH:            In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:

         (1)      To make, alter or repeal the by-laws of the Corporation, in
                  the manner and subject to any limitations contained in such
                  by-laws, to the extent such action is not inconsistent with
                  the provisions of this Restated Certificate of Incorporation.

         (2)      To authorize and cause to be executed mortgages and liens upon
                  the real and personal property of the Corporation.

         (3)      To set apart out of any of the funds of the Corporation
                  available for dividends a reserve or reserves for any proper
                  purpose and to abolish any such reserve in the manner in which
                  it was created.

                                        5

         (4)      By a majority of the whole Board of Directors, to designate
                  one or more committees, each committee to consist of two or
                  more of the directors of the Corporation. The Board of
                  Directors may designate one or more directors as alternate
                  members of any committee, who may replace any absent or
                  disqualified member at any meeting of the committee. Any such
                  committee, to the extent provided in the resolution or in the
                  by-laws of the Corporation, shall have and may exercise the
                  powers of the Board of Directors in the management of the
                  business and affairs of the Corporation and may authorize the
                  seal of the Corporation to be affixed to all papers which may
                  require it; provided, however, the by-laws may provide that in
                  the absence or disqualification of any member of such
                  committee or committees the member or members thereof present
                  at any meeting and not disqualified from voting, whether or
                  not he or they constitute a quorum, may unanimously appoint
                  another member of the Board of Directors to act at the meeting
                  in the place of any such absent or disqualified member.

         (5)      When and as authorized by the affirmative vote of the holders
                  of a majority of the stock issued and outstanding having
                  voting power given at a stockholders meeting duly called upon
                  such notice as is required by statute, this Restated
                  Certificate of Incorporation or the by-laws of the
                  Corporation, to sell, lease or exchange all or substantially
                  all the property and assets of the Corporation, including its
                  goodwill and its corporate franchises, upon such terms and
                  conditions and for such consideration, which may consist in
                  whole or in part of money or property, including securities of
                  any other corporation or corporations, as the Board of
                  Directors shall deem expedient and for the best interests of
                  the Corporation; provided, however, that to the extent any
                  such sale, lease or exchange would constitute a "Business
                  Combination" as defined in Article ELEVENTH of this Restated
                  Certificate of Incorporation, the provisions of such Article
                  ELEVENTH shall control and no such sale, lease or exchange
                  shall be made except upon compliance with and pursuant to the
                  applicable terms and provisions of such Article ELEVENTH.

         SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement

                                        6

and the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.

         EIGHTH: Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation. Elections of
directors need not be by written ballot unless the by-laws of the Corporation
shall so provide.

         NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation; provided, however,
that to the extent that any provision of this Restated Certificate of
Incorporation requires for approval of any such amendment, alteration, change or
repeal the approving vote of a greater percentage of the capital stock of the
Corporation having voting power with respect to such action than the percentage
required by statute, then such provision shall be controlling and no such action
shall be taken except upon a vote meeting the greater percentage requirements of
such provision.

         TENTH:  Board of Directors.

A.       NUMBER, ELECTION AND TERMS.  The business and affairs of the
         Corporation shall be managed by a Board of Directors consisting of not
         less than six nor more than fifteen persons. The exact number of
         directors within the minimum and maximum limitations specified in the
         preceding sentence shall be fixed from time to time by the Board of
         Directors pursuant to a resolution adopted by a majority of the entire
         Board of Directors. At the 1983 annual meeting of stockholders, the
         directors shall be divided into three classes, as nearly equal in
         number as possible, with the term of office of the first class to
         expire at the 1984 annual meeting of stockholders, the term of office
         of the second class to expire at the 1985 annual meeting of
         stockholders and the term of office of the third class to expire at the
         1986 annual meeting of stockholders. At each annual meeting of
         stockholders following such initial classification and election,
         directors elected to succeed those directors whose terms expire shall
         be elected for a term of office to expire at the third succeeding
         annual meeting of stockholders after their election.

B.       NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Subject to the rights of
         the holders of any series of Serial Preferred Stock then outstanding,
         newly created directorships resulting from any increase in the
         authorized number of directors or any vacancies in the Board of
         Directors resulting from death, resignation, retirement,
         disqualification, removal from office or other cause shall be filled by
         a majority vote of the directors then in office, and directors so
         chosen shall hold office for a term expiring at the annual meeting of
         stockholders at which the term of the class to which they have been
         elected expires. No decrease in the

                                        7

         number of directors constituting the Board of Directors shall shorten
         the term of any incumbent director.

C.       REMOVAL.  Subject to the rights of the holders of any series of Serial
         Preferred Stock then outstanding, any director or the entire Board of
         Directors, may be removed from office at any time, but only for cause
         and only by the affirmative vote of the holders of at least 80% of the
         voting power of all of the shares of the Corporation entitled to vote
         for the election of directors.

D.       AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in this
         Restated Certificate of Incorporation to the contrary, the affirmative
         vote of the holders of at least 80% of the voting power of all the
         shares of the Corporation entitled to vote for the election of
         directors shall be required to amend or repeal, or to adopt any
         provision inconsistent with, this Article TENTH.

E.       LIMITATION OF LIABILITY.  A director of the Corporation shall not be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware General Corporation Law,
         as the same exists or hereafter may be amended, or (iv) for any
         transaction from which the director derived an improper personal
         benefit. This section shall not eliminate or limit the liability of a
         director for any act or omission occurring prior to the effective date
         of the amendment adding this section to the Company's Restated
         Certificate of Incorporation. Any repeal or modification of this
         section by the stockholders of the Company shall be prospective only,
         and shall not adversely affect any limitation on the personal liability
         of a director of the Corporation existing at the time of such repeal or
         modification. If the Delaware General Corporation Law hereafter is
         amended to authorize the further elimination or limitation of the
         personal liability of directors, then the liability of each director of
         the Corporation, in addition to the limitation on personal liability
         provided herein, shall be limited to the fullest extent permitted by
         the amended Delaware General Corporation Law.

         ELEVENTH:  Vote Required for Certain Business Combinations.

A.       HIGHER VOTE REQUIRED FOR APPROVAL OF CERTAIN BUSINESS COMBINATIONS.

         (1)      HIGHER VOTE FOR CERTAIN BUSINESS COMBINATIONS.  In addition to
                  any affirmative vote required by law or this Restated
                  Certificate of Incorporation, and except as otherwise
                  expressly provided in paragraph B of this Article ELEVENTH:

                  (a)      any merger or consolidation of the Corporation or any
                           Subsidiary (as hereinafter defined) with (i) any
                           Interested Stockholder (as hereinafter defined) or
                           (ii) any other corporation (whether or not itself an
                           Interested Stockholder) which is, or after such
                           merger or

                                        8

                           consolidation would be, an Affiliate (as hereinafter
                           defined) of an Interested Stockholder; or

                  (b)      any sale, lease, exchange, mortgage, pledge, transfer
                           or other disposition (in one transaction or a series
                           of transactions) to or with any Interested
                           Stockholder or any Affiliate of any Interested
                           Stockholder of any assets of the Corporation or any
                           Subsidiary having an aggregate Fair Market Value (as
                           hereinafter defined) of $1,000,000 or more; or

                  (c)      the issuance or transfer by the Corporation or any
                           Subsidiary (in one transaction or a series of
                           transactions) of any securities of the Corporation or
                           any Subsidiary to any Interested Stockholder or any
                           Affiliate of any Interested Stockholder in exchange
                           for cash, securities or other property (or a
                           combination thereof) having an aggregate Fair Market
                           Value of $1,000,000 or more; or

                  (d)      the adoption of any plan or proposal for the
                           liquidation or dissolution of the Corporation
                           proposed by or on behalf of an Interested Stockholder
                           or any Affiliate of any Interested Stockholder; or

                  (e)      any reclassification of securities (including any
                           reverse stock split), or recapitalization of the
                           Corporation, or any merger or consolidation of the
                           Corporation with any of its Subsidiaries or any other
                           transaction (whether or not with or into or otherwise
                           involving an Interested Stockholder) which has the
                           effect, directly or indirectly, of increasing the
                           proportionate share of the outstanding shares of any
                           class of equity or convertible securities of the
                           Corporation or any Subsidiary which is directly or
                           indirectly owned by any Interested Stockholder or any
                           Affiliate of any Interested Stockholder;

                  shall require the affirmative vote of the holders of at least
                  80% of the voting power of the then outstanding shares of
                  capital stock of the Corporation entitled to vote generally in
                  the election of directors (the "Voting Stock"), voting
                  together as a single class (it being understood that for
                  purposes of this Article ELEVENTH, each share of the Voting
                  Stock shall have the number of votes granted to it pursuant to
                  Article FOURTH of this Restated Certificate of Incorporation,
                  including any resolution of the Board of Directors providing
                  for the designation of any series of the Serial Preferred
                  Stock). Such affirmative vote shall be required
                  notwithstanding the fact that no vote may be required, or that
                  a lesser percentage may be specified, by law or in any
                  agreement with any national securities exchange or otherwise.

         (2)      DEFINITION OF "BUSINESS COMBINATION."  The term "Business
                  Combination" as used in this Article ELEVENTH shall mean any
                  transaction which is

                                        9

                  referred to in any one or more of clauses (a) through (e) of
                  such paragraph (1) of this paragraph A.

B.       WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of paragraph A of this
         Article ELEVENTH shall not be applicable to any particular Business
         Combination, and such Business Combination shall require only such
         affirmative vote as is required by law and any other provisions of this
         Restated Certificate of Incorporation, if all of the conditions
         specified in either of the following paragraphs (1) and (2) are met:

         (1)      APPROVAL BY CONTINUING DIRECTORS.  The Business Combination
                  shall have been approved by a majority of the Continuing
                  Directors (as hereinafter defined.)

         (2)      PRICE AND PROCEDURE REQUIREMENTS.  All of the following
                  conditions shall have been met:

                  (a)      The aggregate amount of the cash and the Fair Market
                           Value as of the date of the consummation of the
                           Business Combination of consideration other than cash
                           to be received per share by holders of Common Stock
                           in such Business Combination shall be at least equal
                           to the highest of the following:

                           (i)      (if applicable) the highest per share price
                                    (including any brokerage commissions,
                                    transfer taxes and soliciting dealers fees)
                                    paid by the Interested Stockholder for any
                                    shares of Common Stock acquired by it (A)
                                    within the two-year period immediately prior
                                    to the first public announcement of the
                                    proposal of the Business Combination (the
                                    "Announcement Date") or (B) in the
                                    transaction in which it became an Interested
                                    Stockholder, whichever is higher;

                           (ii)     the Fair Market Value per share of Common
                                    Stock on the Announcement Date or on the
                                    date on which the Interested Stockholder
                                    became an Interested Stockholder (such
                                    latter date is referred to in this Article
                                    ELEVENTH as the "Determination Date"),
                                    whichever is higher; and

                           (iii)    (if applicable) the price per share equal to
                                    the Fair Market Value per share of Common
                                    Stock determined pursuant to subparagraph
                                    B(2)(a)(ii) above, multiplied by the ratio
                                    of (A) the highest per share price
                                    (including any brokerage commissions,
                                    transfer taxes and soliciting dealers fees)
                                    paid by the Interested Stockholder for any
                                    shares of Common Stock acquired by it within
                                    the two-year period immediately prior to the
                                    Announcement Date to (B) the Fair Market
                                    Value per share of Common Stock on the first
                                    day in such two-year period upon which the
                                    Interested Stockholder acquired any shares
                                    of Common Stock.

                                       10

                  (b)      The aggregate amount of the cash and the Fair Market
                           Value as of the date of the consummation of the
                           Business Combination of consideration other than cash
                           to be received per share by holders of shares of any
                           other class of outstanding Voting Stock (other than
                           Institutional Voting Stock, as hereinafter defined)
                           shall be at least equal to the highest of the
                           following (it being intended that the requirements of
                           this subparagraph (B)(2)(b) shall be required to be
                           met with respect to every class of outstanding Voting
                           Stock (other than Institutional Voting Stock)),
                           whether or not the Interested Stockholder has
                           previously acquired any shares of a particular class
                           of Voting Stock:

                           (i)      (if applicable) the highest per share price
                                    (including any brokerage commissions,
                                    transfer taxes and soliciting dealers fees)
                                    paid by the Interested Stockholder for any
                                    shares of such class of Voting Stock
                                    acquired by it (A) within the two-year
                                    period immediately prior to the Announcement
                                    Date or (B) in the transaction in which it
                                    became an Interested Stockholder, whichever
                                    is higher;

                           (ii)     (if applicable) the highest preferential
                                    amount per share to which the holders of
                                    shares of such class of Voting Stock are
                                    entitled in the event of any voluntary or
                                    involuntary liquidation, dissolution or
                                    winding up of the Corporation;

                           (iii)    the Fair Market Value per share of such
                                    class of Voting Stock on the Announcement
                                    Date or on the Determination Date, whichever
                                    is higher; and

                           (iv)     (if applicable) the price per share equal to
                                    the Fair Market Value per share of such
                                    class of Voting Stock determined pursuant to
                                    subparagraph B(2)(a)(iii) above, multiplied
                                    by the ratio of (A) the highest per share
                                    price (including any brokerage commissions,
                                    transfer taxes and soliciting dealers fees)
                                    paid by the Interested Stockholder for any
                                    shares of such class of Voting Stock
                                    acquired by it within the two-year period
                                    immediately prior to the Announcement Date
                                    to (B) the Fair Market Value per share of
                                    such class of Voting Stock on the first day
                                    in such two-year period upon which the
                                    Interested Stockholder acquired any shares
                                    of such class of Voting Stock.

                  (c)      The consideration to be received by holders of a
                           particular class of outstanding Voting Stock
                           (including Common Stock) shall be in cash or in the
                           same form as the Interested Stockholder has
                           previously paid for shares of such class of Voting
                           Stock. If the Interested Stockholder has paid for
                           shares of any class of Voting Stock with varying
                           forms of consideration, the form of consideration for
                           such class of Voting Stock shall be either cash or

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                           the form used to acquire the largest number of shares
                           of such class of Voting Stock previously acquired by
                           it.

                  (d)      After such Interested Stockholder has become an
                           Interested Stockholder and prior to the consummation
                           of such Business Combination: (i) except as approved
                           by a majority of the Continuing Directors, there
                           shall have been no failure to declare and pay at the
                           regular date therefor any full quarterly dividends
                           (whether or not cumulative) on the outstanding Serial
                           Preferred Stock; (ii) there shall have been (A) no
                           reduction in the annual rate of dividends paid on the
                           Common Stock (except as necessary to reflect any
                           subdivision of the Common Stock), except as approved
                           by a majority of the Continuing Directors, and (B)
                           any increase in such annual rate of dividends as
                           necessary to reflect any reclassification (including
                           any reverse stock split), recapitalization,
                           reorganization or any similar transaction which has
                           the effect of reducing the number of outstanding
                           shares of the Common Stock, unless the failure so to
                           increase such annual rate is approved by a majority
                           of the Continuing Directors; and (iii) such
                           Interested Stockholder shall not have become the
                           beneficial owner of any additional shares of Voting
                           Stock except as part of the transaction which results
                           in such Interested Stockholder becoming an Interested
                           Stockholder.

                  (e)      After such Interested Stockholder has become an
                           Interested Stockholder, such Interested Stockholder
                           shall not have received the benefit, directly or
                           indirectly (except proportionately as a stockholder),
                           of any loans, advances, guarantees, pledges or other
                           financial assistance or any tax credits or other tax
                           advantages provided by the Corporation, whether in
                           anticipation of or in connection with such Business
                           Combination or otherwise.

                  (f)      A proxy or information statement describing the
                           proposed Business Combination and complying with the
                           requirements of the Securities Exchange Act of 1934
                           and the rules and regulations thereunder (or any
                           subsequent provisions replacing such Act, rules or
                           regulations) shall be mailed to public stockholders
                           of the Corporation at least 30 days prior to the
                           consummation of such Business Combination (whether or
                           not such proxy or information statement is required
                           to be mailed pursuant to such Act or subsequent
                           provisions).

C.       CERTAIN DEFINITIONS.  For the purposes of this Article ELEVENTH:

         (1)      A "person" shall mean any individual, firm, corporation or
                  other entity.

         (2)      "Interested Stockholder" shall mean any person (other than the
                  Corporation or any Subsidiary) who or which:

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                  (a)      is the beneficial owner, directly or indirectly, of
                           more than 20% of the voting power of the outstanding
                           Voting Stock; or

                  (b)      is an Affiliate of the Corporation and at any time
                           within the two-year period immediately prior to the
                           date in question was the beneficial owner, directly
                           or indirectly, of 20% or more of the voting power of
                           the then outstanding Voting Stock; or

                  (c)      is an assignee of or has otherwise succeeded to any
                           shares of Voting Stock which were at any time within
                           the two-year period immediately prior to the date in
                           question beneficially owned by any Interested
                           Stockholder, if such assignment or succession shall
                           have occurred in the course of a transaction or
                           series of transactions not involving a public
                           offering within the meaning of the Securities Act of
                           1933.

         (3)      A person shall be a "beneficial owner" of any Voting Stock:

                  (a)      which such person or any of its Affiliates or
                           Associates (as hereinafter defined) beneficially
                           owns, directly or indirectly; or

                  (b)      which such person or any of its Affiliates or
                           Associates has (i) the right to acquire (whether such
                           right is exercisable immediately or only after the
                           passage of time), pursuant to any agreement,
                           arrangement or understanding or upon the exercise of
                           conversion rights, exchange rights, warrants or
                           options, or otherwise, or (ii) the right to vote
                           pursuant to any agreement, arrangement or
                           understanding; or

                  (c)      which are beneficially owned, directly or indirectly,
                           by any other person with which such person or any of
                           its Affiliates or Associates has any agreement,
                           arrangement or understanding for the purpose of
                           acquiring, holding, voting or disposing of any shares
                           of Voting Stock.

         (4)      For purposes of subparagraph (2) of this paragraph C, the
                  number of shares of Voting Stock deemed to be outstanding
                  shall include shares deemed owned through application of
                  subparagraph (3) of this paragraph C but shall not include any
                  other shares of Voting Stock which may be issuable pursuant to
                  any agreement, arrangement or understanding, or upon exercise
                  of conversion rights, warrants or options, or otherwise.

         (5)      "Affiliate" or "Associate" shall have the respective meanings
                  ascribed to such terms in Rule 12b-2 of the General Rules and
                  Regulations under the Securities Exchange Act of 1934, as in
                  effect on May 27, 1983.

         (6)      "Subsidiary" means any corporation of which a majority of any
                  class of equity security is owned, directly or indirectly, by
                  the Corporation; provided, however, that for the purposes of
                  the definition of Interested

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                  Stockholder set forth in subparagraph (2) of this paragraph C,
                  the term "Subsidiary" shall mean only a corporation of which a
                  majority of each class of equity security is owned, directly
                  or indirectly, by the Corporation.

         (7)      "Continuing Director" means any member of the Board of
                  Directors of the Corporation (the "Board") who is unaffiliated
                  with the Interested Stockholder and was a member of the Board
                  prior to the time that the Interested Stockholder became an
                  Interested Stockholder, and any successor of a Continuing
                  Director who is unaffiliated with the Interested Stockholder
                  and is recommended to succeed a Continuing Director by a
                  majority of Continuing Directors then on the Board.

         (8)      "Fair Market Value" means: (a) in the case of stock, the
                  highest closing sales price during the 30-day period
                  immediately preceding the date in question of a share of such
                  stock on the Composite Tape for New York Stock Exchange Listed
                  Stocks, or, if such stock is not quoted on the Composite Tape
                  for the New York Stock Exchange, or, if such stock is not
                  listed on such Exchange, on the principal United States
                  securities exchange registered under the Securities Exchange
                  Act of 1934 on which such stock is listed, or, if such stock
                  is not listed on any such exchange, the highest closing bid
                  quotation with respect to a share of such stock during the
                  30-day period preceding the date in question on the National
                  Association of Securities Dealers, Inc. Automated Quotations
                  System or any system then in use, or if no such quotations are
                  available, the fair market value on the date in question of a
                  share of such stock as determined by the Board of Directors in
                  good faith; and (b) in the case of property other than cash or
                  stock, the fair market value of such property on the date in
                  question as determined by the Board of Directors in good
                  faith.

         (9)      "Institutional Voting Stock" shall mean any class of Voting
                  Stock which was issued to and continues to be held solely by
                  one or more insurance companies, pension funds, commercial
                  banks, savings banks or similar financial institutions or
                  institutional investors.

         (10)     In the event of any Business Combination in which the
                  Corporation survives, the phrase "consideration other than
                  cash" as used in subparagraphs (2)(a) and (b) of paragraph B
                  of this Article ELEVENTH shall include the shares of Common
                  Stock and/or the shares of any other class of outstanding
                  Voting Stock retained by the holders of such shares.

D.       DETERMINATION BY DIRECTORS.  Notwithstanding anything to the contrary
         in this Article ELEVENTH, the directors of the Corporation shall have
         the power to determine for the purposes of this Article ELEVENTH, on
         the basis of information known to them after reasonable inquiry, (1)
         whether a person is an Interested Stockholder, (2) the number of shares
         of Voting Stock beneficially owned by any person, (3) whether a person
         is an Affiliate or Associate of another, (4) whether a class of Voting
         Stock is Institutional Voting Stock, and (5) whether the assets which
         are the subject of any Business Combination have,

                                       14

         or the consideration to be received for the issuance or transfer of
         securities by the Corporation or any Subsidiary in any Business
         Combination has, an aggregate Fair Market Value of $1,000,000 or more.

E.       NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED STOCKHOLDERS. Nothing
         contained in this Article ELEVENTH shall be construed to relieve any
         Interested Stockholder from any fiduciary obligation imposed by law.

F.       AMENDMENT, REPEAL, ETC.  Notwithstanding any other provisions of this
         Restated Certificate of Incorporation or the by-laws of the Corporation
         (and notwithstanding the fact that a lesser percentage may be specified
         by law, this Restated Certificate of Incorporation or the by-laws of
         the Corporation), the affirmative vote of the holders of 80% or more of
         the voting power of the shares of the then outstanding Voting Stock,
         voting together as a single class, shall be required to amend or
         repeal, or adopt any provisions inconsistent with, this Article
         ELEVENTH of this Restated Certificate of Incorporation.

         IN WITNESS WHEREOF, the Corporation has caused this Corrected Restated
Certificate of Incorporation to be signed by its duly authorized officer on this
18th day of January, 1996.


                                               WEATHERFORD ENTERRA, INC.


                                               By: /S/ H. SUZANNE THOMAS
                                                       H. Suzanne Thomas
                                               Senior Vice President, Secretary
                                                       and General Counsel

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