EXHIBIT 10.2
                            INDEMNIFICATION AGREEMENT

     This AGREEMENT, effective as of January 5, 1998 is between Weatherford
Enterra, Inc., a Delaware corporation (the "Company"), and Randall D. Stilley
(the "Officer"), an officer of the Company;

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

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

        1.     BASIC INDEMNIFICATION ARRANGEMENT

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


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

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

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

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

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

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

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

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

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

        8.     CERTAIN DEFINITIONS.

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

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

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

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

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

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

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

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

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

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

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

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

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

     Executed as of January 5, 1998.

                                                       WEATHERFORD ENTERRA, INC.

                                      By:/s/
                                        ----------------------------------------
                                      Name: Thomas R. Bates, Jr.
                                     Title:President and Chief Executive Officer


                                                    /s/
                                                   -----------------------------
                                                      Randall D. Stilley

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