##### Table of Contents



As filed with the Securities and Exchange Commission on
    October 12, 2007
 Registration
    No. 333-
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      Weatherford International,
    Inc.*
 (Exact name of registrant as
    specified in its charter)
      Delaware

3533

04-2515019(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   515 Post Oak Boulevard
 Suite 600
 Houston, Texas 77027-3415
 (713) 693-4000
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  Burt M. Martin
 General Counsel
 515 Post Oak Boulevard
 Suite 600
 Houston, Texas 77027-3415
 (713) 693-4000
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copy to:
  W. Mark Young
 Andrews Kurth LLP
 600 Travis, Suite 4200
 Houston, Texas 77002
 (713) 220-4200
      Approximate date of commencement of proposed sale of the
    securities to the public:
      o
  o
  o
      CALCULATION OF REGISTRATION
    FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering


Aggregate


RegistrationSecurities to be Registered


Registered


Price per Unit


Offering Price


Fee5.95% Senior Notes due 2012


$600,000,000


100%


$600,000,000



$18,420
(1)6.35% Senior Notes due 2017


$600,000,000


100%


$600,000,000



$18,420
(1)6.80% Senior Notes due 2037


$300,000,000


100%


$300,000,000



$9,210
(1)Guarantees by Weatherford International Ltd.*













(2)   (1)
    
    The registration fee was calculated
    pursuant to Rule 457(f) under the Securities Act of 1933.
    For purposes of this calculation, the offering price per note
    was assumed to be the stated principal amount of each original
    note that may be received by the registrant in the exchange
    transaction in which the notes will be offered.(2)
    
    Pursuant to Rule 457(n) under
    the Securities Act of 1933, no separate fee for the guarantees
    is payable because the guarantees relate to other securities
    that are being registered concurrently.*
    
    Guarantees by Weatherford
    International Ltd., the registrants parent, as identified
    below.      ADDITIONAL
    GUARANTOR REGISTRANT
  State or Other


Primary StandardJurisdiction of


IndustrialExact Name of Additional Registrant as

Incorporation orr


Classification Code


I.R.S. EmployerSpecified in its Charter

Organization


Number


Identification No.Weatherford International Ltd.(1)


Bermuda



1381



98-0371344     (1)
    
    Weatherford International
    Ltd.s address is 515 Post Oak Boulevard, Suite 600,
    Houston, Texas 77027.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




---



##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.  SUBJECT TO COMPLETION, DATED
    OCTOBER 12, 2007
  PROSPECTUS
  WEATHERFORD INTERNATIONAL,
    INC.
  Offer to Exchange
 $600,000,000 of
    5.95% Senior Notes due 2012
 that have been registered under
    the Securities Act of 1933
 for
 $600,000,000 of
    5.95% Senior Notes due 2012
 that have not been registered
    under the Securities Act of 1933
 and
 $600,000,000 of
    6.35% Senior Notes due 2017
 that have been registered under
    the Securities Act of 1933
 for
 $600,000,000 of
    6.35% Senior Notes due 2017
 that have not been registered
    under the Securities Act of 1933
 and
 $300,000,000 of
    6.80% Senior Notes due 2037
 that have been registered under
    the Securities Act of 1933
 for
 $300,000,000 of
    6.80% Senior Notes due 2037
 that have not been registered
    under the Securities Act of 1933
  THE EXCHANGE OFFER WILL EXPIRE
    AT 5:00 PM, NEW YORK
 CITY TIME, ON
    [          ],
    2007, UNLESS WE EXTEND THE DATE
      Terms of
    the Exchange Offer:
                sm
  This investment involves risks. Please read Risk
    Factors beginning on page 10 for a discussion of
    certain risks that you should consider prior to tendering your
    outstanding old notes in the exchange offer.




---



##### 



TABLE OF
    CONTENTS
   
 Prospectus Summary


1Risk Factors


10Forward-Looking Statements


12Ratio of Earnings to Fixed Charges


14Use of Proceeds


15The Exchange Offer


16Description of Notes


26Material United States Federal Income Tax
    Considerations


36Plan of Distribution


37Legal Matters


38Experts


38Where You Can Find More Information


38Incorporation of Certain Documents by
    Reference


38OPINION OF CONYERS DILL & PEARMANOPINION OF ANDREWS KURTH LLPCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESCONSENT OF ERNST & YOUNG LLPFORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATIONFORM OF LETTER OF TRANSMITTALFORM OF GUIDELINES FOR CERTIFICATIONFORM OF NOTICE OF GUARANTEED DELIVERYFORM OF LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTSFORM OF INSTRUCTIONS TO REGISTERED HOLDERFORM OF LETTER TO CLIENTS        THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
    INFORMATION ABOUT OUR COMPANY THAT HAS NOT BEEN INCLUDED IN OR
    DELIVERED WITH THIS PROSPECTUS. WE WILL PROVIDE WITHOUT CHARGE
    TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON
    WRITTEN OR ORAL REQUEST, A COPY OF ANY SUCH INFORMATION.
    REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: INVESTOR
    RELATIONS DEPARTMENT, WEATHERFORD INTERNATIONAL LTD., 515 POST
    OAK BOULEVARD, SUITE 600, HOUSTON, TEXAS 77027; TELEPHONE
    NUMBER:
    (713) 693-4000.
    TO OBTAIN TIMELY DELIVERY, YOU SHOULD REQUEST THE DOCUMENTS AND
    INFORMATION NO LATER THAN
    [          ],
    2007.




---



##### Table of Contents



PROSPECTUS
    SUMMARY
  This summary highlights information contained elsewhere in
    this prospectus. Because this section is only a summary, it does
    not contain all of the information that may be important to you
    or that you should consider before making a decision to
    participate in the exchange offer. We encourage you to read this
    entire prospectus, including the information contained under the
    heading Risk Factors. You should read the following
    summary together with the more detailed information, including
    the consolidated financial information and the notes thereto,
    included elsewhere in this prospectus or incorporated herein by
    reference. In this prospectus, unless the context otherwise
    indicates, the term Weatherford Bermuda refers to
    Weatherford International Ltd. In this prospectus, unless the
    context otherwise requires, the terms Weatherford,
    Company, we, us and
    our refer to Weatherford Bermuda and its
    subsidiaries, including Weatherford International, Inc., as a
    whole or on a division basis, depending on the context in which
    the statements are made. The term Weatherford
    Delaware refers to Weatherford International, Inc., a
    wholly-owned, indirect subsidiary of Weatherford Bermuda.
  Our
    Business
  Weatherford
    Bermuda
      77027-3415. (713) 693-4000.
  Weatherford
    International, Inc.
    (713) 693-4000. http://www.weatherford.com.
  Risk
    Factors
 1




---



##### Table of Contents



Ratio of
    Earnings to Fixed Charges
    Six MonthsEndedYear Ended December 31,


June 30,2002


2003


2004


2005


2006


2007Ratio of earnings to fixed charges


n/a



2.99
x


6.05
x


6.84
x


9.70
x


8.06x
 2




---



##### Table of Contents



Summary
    Financial Information
  Form 8-K and/or
    Year Ended December 31,


Six Months Ended June 30,2004


2005


2006


2006


2007(Unaudited)(Dollars in millions)Revenues

$
3,131.8


$
4,333.2


$
6,578.9


$
3,074.6


$
3,668.2Income from Continuing Operations


338.0



470.1



906.1



395.0



460.3Depreciation & Amortization


255.9



334.3



482.9



230.5



280.1Interest Expense


63.5



84.9



109.2



42.6



69.1Ratio of Earnings to Fixed Charges(1)


6.05
x


6.84
x


9.70
x


10.23
x


8.06
xCash Flow from Continuing Operations


495.9



507.5



1,093.9



514.3



280.2Cash Flow used by Continuing Investing Activities


105.2



1,251.1



1,222.5



556.0



1,199.0Cash Flow provided (used) by Continuing Financing Activities


(139.6
)


570.1



145.1



44.2



934.3Capital Expenditures for Continuing Operations


310.8



522.8



1,051.1



446.3



672.5   As ofAs of December 31,


June 30,2004


2005


2006


2007(Unaudited)(Dollars in millions)Financial position data:Total assets

$
5,543.5


$
8,580.3


$
10,139.2


$
11,729.4Total debt


1,426.7



1,586.8



2,213.3



3,340.9Total Debt/Capitalization


30.1
%


21.9
%


26.4
%


33.6
%     (1)
    
    For purposes of computing the ratio of earnings to fixed
    charges, earnings are divided by fixed charges.
    Earnings represent the aggregate of (a) our
    earnings before income taxes, minority interest, discontinued
    operations and equity in earnings of unconsolidated investees
    and (b) fixed charges, net of interest capitalized plus
    (c) distributed income from equity investments. Fixed
    charges represent interest (whether expensed or
    capitalized), the amortization of capitalized debt costs and
    original issue discount and that portion of rental expense on
    operating leases deemed to be the equivalent of interest.
 3




---



##### Table of Contents



The
    Exchange Offer
  On June 18, 2007, we completed a private offering of the
    old notes. As part of the sale of the old notes, we entered into
    a registration rights agreement with the initial purchasers of
    the old notes in which we agreed, among other things, to deliver
    this prospectus to you and to use our reasonable best efforts to
    complete the exchange offer within 210 days of the issue
    date of the old notes. The following is a summary of the
    exchange offer.
  Old Notes
    
    5.95% Senior Notes due June 15, 2012, which were issued on
    June 18, 2007.6.35% Senior Notes due June 15, 2017, which were
    issued on June 18, 2007.6.80% Senior Notes due June 15, 2037, which were
    issued on June 18, 2007.New Notes
    
    5.95% Senior Notes due June 15, 2012.6.35% Senior Notes due June 15, 2017.6.80% Senior Notes due June 15, 2037.The terms of the new notes are substantially identical to the
    terms of the outstanding old notes, except that the transfer
    restrictions and registration rights relating to the old notes
    do not apply to the new notes.Exchange Offer
    
    We are offering to exchange up to $600.0 million aggregate
    principal amount of registered 5.95% Senior Notes due 2012,
    $600.0 million aggregate principal amount of registered
    6.35% Senior Notes due 2017, and $300.0 million
    aggregate principal amount of registered 6.80% Senior Notes
    due 2037, for any and all of our $600.0 million aggregate
    principal amount of unregistered 5.95% Senior Notes due
    2012, $600.0 million aggregate principal amount of
    unregistered 6.35% Senior Notes due 2017, and
    $300.0 million aggregate principal amount of unregistered
    6.80% Senior Notes due 2037, respectively, to satisfy our
    obligations under the registration rights agreement.The new notes will evidence the same debt as the old notes and
    will be issued under and be entitled to the benefits of the same
    indenture that governs the old notes. Holders of the old notes
    do not have any appraisal or dissenter rights in connection with
    the exchange offer. Because the new notes will be registered,
    the new notes will not be subject to transfer restrictions, and
    holders of old notes that have tendered and had their old notes
    accepted in the exchange offer will have no registration rights.Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York City
    time, on
    [          ],
    2007, unless we decide to extend it. We do not currently intend
    to extend the exchange offer.Conditions to the  Exchange Offer
    
    The exchange offer is subject to customary conditions, which we
    may waive. Please read The Exchange Offer 
    Conditions to the Exchange Offer for more information
    regarding the conditions to the exchange offer.Procedures for  Tendering Old Notes
    
    Unless you comply with the procedures described under the
    caption The Exchange Offer  Procedures for
    Tendering  Guaranteed Delivery, you must do one
    of the following on or prior to the expiration of the exchange
    offer to participate in the exchange offer:
 4




---



##### Table of Contents



 tender your old notes by sending the certificates
    for your old notes, in proper form for transfer, a properly
    completed and duly executed letter of transmittal, with any
    required signature guarantees, and all other documents required
    by the letter of transmittal, to Deutsche Bank
    Trust Company Americas, as registrar and exchange agent, at
    the address listed under the caption The Exchange
    Offer  Exchange Agent; or tender your old notes by using the book-entry
    transfer procedures described below and transmitting a properly
    completed and duly executed letter of transmittal, with any
    required signature guarantees, or an agents message
    instead of the letter of transmittal, to the exchange agent. In
    order for a book-entry transfer to constitute a valid tender of
    your old notes in the exchange offer, Deutsche Bank
    Trust Company Americas, as registrar and exchange agent,
    must receive a confirmation of book-entry transfer of your old
    notes into the exchange agents account at The Depository
    Trust Company prior to the expiration of the exchange
    offer. For more information regarding the use of book-entry
    transfer procedures, including a description of the required
    agents message, please read the discussion under the
    caption The Exchange Offer  Procedures for
    Tendering  Book-Entry Transfer.Guaranteed Delivery Procedures
    
    If you are a registered holder of the old notes and wish to
    tender your old notes in the exchange offer, but the old notes are not immediately available, time will not permit your old notes or other
    required documents to reach the exchange agent before the
    expiration of the exchange offer, or the procedure for book-entry transfer cannot be
    completed prior to the expiration of the exchange offer,then you may tender old notes by following the procedures
    described under the caption The Exchange Offer 
    Procedures for Tendering  Guaranteed Delivery.Special Procedures for Beneficial Owners
    
    If you are a beneficial owner whose old notes are registered in
    the name of a broker, dealer, commercial bank, trust company or
    other nominee and you wish to tender your old notes in the
    exchange offer, you should promptly  contact the person in whose
    name the old notes are registered and instruct that person to
    tender on your behalf.If you wish to tender in the exchange offer on your own behalf,
    prior to completing and executing the letter of transmittal and
    delivering the certificates for your old notes, you must either
    make appropriate arrangements to register ownership of the old
    notes in your name or obtain a properly completed bond power
    from the person in whose name the old notes are registered.Withdrawal; Non-Acceptance
    
    You may withdraw any old notes tendered in the exchange offer at
    any time prior to 5:00 p.m., New York City time, on
    [          ],
    2007. If we decide for any reason not to accept any old notes
    tendered for exchange, the old notes will be returned to the
    registered holder at our
 5




---



##### Table of Contents



expense promptly after the expiration or termination of the
    exchange offer. In the case of old notes tendered by book-entry
    transfer into the exchange agents account at The
    Depository Trust Company, any withdrawn or unaccepted old
    notes will be credited to the tendering holders account at
    The Depository Trust Company. For further information
    regarding the withdrawal of tendered old notes, please read
    The Exchange Offer  Withdrawal Rights.U.S. Federal Income Tax Considerations
    
    We believe the exchange of new notes for old notes in the
    exchange offer will not be a taxable event for U.S. federal
    income tax purposes. Please read the discussion under the
    caption Material United States Federal Income Tax
    Considerations for more information regarding the tax
    consequences to you of the exchange offer.Use of Proceeds
    
    The issuance of the new notes will not provide us with any new
    proceeds. We are making this exchange offer solely to satisfy
    our obligations under the registration rights agreement.Fees and Expenses
    
    We will pay all of our expenses incident to the exchange offer.Resales of New Notes
    
    Based on interpretations by the staff of the SEC, as set forth
    in no-action letters issued to third parties that are not
    related to us, we believe that the new notes you receive in the
    exchange offer may be offered for resale, resold or otherwise
    transferred by you without compliance with the registration and
    prospectus delivery provisions of the Securities Act so long as: the new notes are being acquired in the ordinary
    course of business; you are not participating, do not intend to
    participate, and have no arrangement or understanding with any
    person to participate in the distribution of the new notes
    issued to you in the exchange offer; you are not our affiliate; and you are not a broker-dealer tendering old notes
    acquired directly from us for your account.The SEC has not considered this exchange offer in the context of
    a no-action letter, and we cannot assure you that the SEC would
    make similar determinations with respect to this exchange offer.
    If any of these conditions are not satisfied, or if our belief
    is not accurate, and you transfer any new notes issued to you in
    the exchange offer without delivering a resale prospectus
    meeting the requirements of the Securities Act or without an
    exemption from registration of your new notes from those
    requirements, you may incur liability under the Securities Act.
    We will not assume, nor will we indemnify you against, any such
    liability. Each broker-dealer that receives new notes for its
    own account in exchange for old notes, where the old notes were
    acquired by such broker-dealer as a result of market-making or
    other trading activities, must acknowledge that it will deliver
    a prospectus in connection with any resale of such new notes.
    Please read Plan of Distribution.Please read The Exchange Offer  Resales of New
    Notes for more information regarding resales of the new
    notes.
 6




---



##### Table of Contents



Consequences of Not Exchanging Your Old Notes
    
    If you do not exchange your old notes in this exchange offer,
    you will no longer be able to require us to register your old
    notes under the Securities Act, except in the limited
    circumstances provided under the registration rights agreement.
    In addition, you will not be able to resell, offer to resell or
    otherwise transfer your old notes unless we have registered the
    old notes under the Securities Act, or unless you resell, offer
    to resell or otherwise transfer them under an exemption from the
    registration requirements of, or in a transaction not subject
    to, the Securities Act.For information regarding the consequences of not tendering your
    old notes and our obligation to file a registration statement,
    please read The Exchange Offer  Consequences of
    Failure to Exchange Outstanding Securities and
    Description of Notes.Exchange Agent
    
    Deutsche Bank Trust Company Americas has been appointed as
    the exchange agent for the exchange offer. All executed letters
    of transmittal and any other required documents should be
    directed to the exchange agent at the address or facsimile
    number set forth below. Questions and requests for assistance,
    requests for additional copies of this prospectus or of the
    letter of transmittal and requests for notices of guaranteed
    delivery should be directed to the exchange agent addressed as
    follows:Deutsche Bank Trust Company AmericasBy Facsimile for Eligible Institutions:
    (615) 835-3701By Mail: DB Services Tennessee, Inc., Reorganization Unit,
    P.O. Box 305050, Nashville, Tennessee 37211By Overnight Mail or Courier: DB Services Tennessee, Inc., Trust
    and Securities Services, Reorganization Unit, 648 Grassmere Park
    Road, Nashville, Tennessee 37211Information:
    (800) 735-7777Please read The Exchange Offer  Exchange
    Agent for additional information.
 7




---



##### Table of Contents



Description
    of Notes
  The terms of the new notes and those of the outstanding old
    notes are substantially identical, except that the transfer
    restrictions and registration rights relating to the old notes
    do not apply to the new notes. As a result, the new notes will
    not bear legends restricting their transfer and will not have
    the benefit of the registration rights and special interest
    provisions contained in the old notes. The new notes represent
    the same debt as the old notes for which they are being
    exchanged. Both the old notes and the new notes are governed by
    the same indenture.
  The following summary contains basic information about the
    notes and is not intended to be complete. For a more complete
    understanding of the notes, please refer to the section in this
    prospectus entitled Description of Notes.
  Issuer
    
    Weatherford International, Inc.Guarantor
    
    Weatherford International Ltd. will fully and unconditionally
    guarantee the notes. Please read Description of
    Notes  The Guarantee.Notes Offered
    
    $600,000,000 aggregate principal amount of 5.95% Senior
    Notes due 2012.



$600,000,000 aggregate principal amount of 6.35% Senior
    Notes due 2017.



$300,000,000 aggregate principal amount of 6.80% Senior
    Notes due 2037.Maturity Dates
    
    June 15, 2012, 2017 and 2037.Interest Rates
    
    The notes will bear interest at the following rates per year
    from June 18, 2007 to, but excluding, June 15, 2012,
    2017 or 2037, as applicable:  2012 Notes


5.95
% 2017 Notes


6.35
% 2037 Notes


6.80
%   Interest Payment Dates
    
    June 15 and December 15 of each year, beginning
    December 15, 2007. Interest payments will be made to the
    person in whose name the notes are registered on June 1 and
    December 1 immediately preceding the applicable interest payment
    date.Covenants
    
    Weatherford Delaware will issue the notes under an indenture
    entered into with Deutsche Bank Trust Company Americas, as
    trustee. The indenture contains limitations on, among other
    things, our ability to: incur indebtedness secured by certain liens; and engage in certain sale-leaseback transactions.The notes will contain certain events of default, including
    cross-default provisions on certain other indebtedness.Optional Redemption
    
    Weatherford Delaware may redeem the notes at its option, in
    whole or in part, at any time, at the redemption price described
    in Description of Notes  Optional
    Redemption.Change of Control Offer
    
    If a Change of Control Triggering Event occurs, holders of the
    notes may require Weatherford Delaware to make an offer to
    repurchase the notes at a price equal to 101% of their principal
    amount, plus accrued and unpaid interest, if any, on the
    repurchase date, as described under the heading
    Description of the Notes  Repurchase at the
    Option of Holders.
 8




---



##### Table of Contents



Ranking
    
    The notes will be Weatherford Delawares senior, unsecured
    obligations ranking equally in right of payment with its other
    senior, unsecured indebtedness. Please read Description of
    Notes  General. The guarantee will be a senior,
    unsecured obligation of Weatherford Bermuda, ranking equally in
    right of payment with its other senior, unsecured indebtedness.
    Please read Description of Notes  General
    and  The Guarantee.Ratings
    
    The notes have been assigned ratings of BBB+ by
    Standard & Poors Rating Services and Baa 1 by
    Moodys Investors Service, Inc. A rating reflects only the
    view of a rating agency and is not a recommendation to buy, sell
    or hold the notes. These ratings may not continue, and they may
    be revised downward or upward or withdrawn entirely at any time.Risk Factors
    
    You should carefully consider the information under the heading
    Risk Factors and all other information in this
    prospectus, including the information incorporated by reference,
    before investing in the notes.Additional Issuances
    
    We may, at any time, without the consent of the holders of the
    notes, issue additional notes having the same ranking and the
    same interest rate, maturity and other terms as these notes. Any
    additional notes having such similar terms, together with these
    notes, will constitute a single series of notes under the
    indenture. The period of the resale restrictions applicable to
    any notes previously offered and sold in reliance on
    Rule 144A under the Securities Act shall automatically be
    extended to the last day of the period of any resale
    restrictions imposed on any such additional notes.DTC Eligibility
    
    The notes will be issued in book-entry form and will be
    represented by permanent global certificates deposited with, or
    on behalf of, DTC and registered in the name of a nominee of
    DTC. Beneficial interests in any of the notes will be shown on,
    and transfers will be effected only through, records maintained
    by DTC or its nominee, and any such interest may not be
    exchanged for certificated securities, except in limited
    circumstances. See Description of Notes 
    Book-Entry, Delivery and Form.
 9




---



##### Table of Contents



RISK
    FACTORS
  You should carefully consider the risk factors set forth
    below as well as the other information contained in this
    prospectus before deciding to participate in the exchange offer.
    Any of the following risks could materially and adversely affect
    our business, financial condition or results of operations. The
    risks described below are not the only risks facing us.
    Additional risks and uncertainties not currently known to us or
    those we currently view to be immaterial may also materially
    adversely affect our business, financial condition or results of
    operations. When we use the term notes in this
    prospectus, unless the context requires otherwise, the term
    includes the old notes and the new notes.
  Risks
    Related to the Exchange Offer and the Notes
  If you
    do not properly tender your old notes, you will continue to hold
    unregistered outstanding notes and your ability to transfer
    outstanding notes will be adversely affected.
      You
    may find it difficult to sell your notes.
      
    changes in the overall market for debt securities;
    changes in our financial performance or prospects;
    the financial performance or prospects for companies in our
    industry generally;
    the number of holders of the notes;
    changes in the credit ratings assigned to the notes by
    independent rating agencies;
    the interest of securities dealers in making a market for the
    notes; and
    prevailing interest rates and general economic conditions.  Some
    holders who exchange their old notes may be deemed to be
    underwriters.
   10




---



##### Table of Contents



Other
    Risks
  Form 10-K Form 10-Q Form 8-K
 11




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
        
    A downturn in market conditions could affect projected
    results.  Any material changes in oil and natural
    gas supply and demand, oil and natural gas prices, rig count or
    other market trends would affect our results and would likely
    affect the forward-looking information we provide. The oil and
    natural gas industry is extremely volatile and subject to change
    based on political and economic factors outside our control.
    During 2004, 2005 and 2006, worldwide drilling activity
    increased; however, if an extended regional
    and/or
    worldwide recession were to occur, it would result in lower
    demand and lower prices for oil and natural gas, which would
    adversely affect drilling and production activity and therefore
    would affect our revenues and income. We have assumed increases
    in worldwide demand will continue throughout 2007.
    Availability of a skilled workforce could affect our
    projected results.  Due to the high activity in
    the exploration and production and oilfield service industries
    there is an increasing shortage of available skilled labor. Our
    forward-looking statements assume we will be able to recruit and
    maintain a sufficient skilled workforce for our anticipated
    activity levels.
    Increases in the prices and availability of our raw materials
    could affect our results of operations.  We use
    large amounts of raw materials for manufacturing our products.
    The price of these raw materials has a significant impact on our
    cost of producing products for sale or producing fixed assets
    used in our business. We have assumed that the prices of our raw
    materials will remain within a manageable range and that raw
    materials will be readily available. If we are unable to attain
    necessary raw materials or if we are unable to minimize the
    impact of increased raw materials costs through our supply chain
    initiatives or by passing through these increases to our
    customers, our margins and results of operations could be
    adversely affected.
    Our long-term growth depends upon technological innovation
    and commercialization.  Our ability to deliver our
    long-term growth strategy depends in part on the
    commercialization of new technology. A central aspect of our
    growth strategy is to innovate our products and services, to
    obtain technologically advanced products through internal
    research and development
    and/or
    acquisitions, to protect proprietary technology from
    unauthorized use and to expand the markets for new technology
    through leverage of our worldwide infrastructure. The key to our
    success will be our ability to commercialize the technology that
    we have acquired and demonstrate the enhanced value our
    technology brings to our customers operations. Our major
    technological advances include, but are not limited to, those
    related to controlled pressure drilling and 12




---



##### Table of Contents



testing systems, expandable solid tubulars, expandable sand
    screens and intelligent well completion. Our forward-looking
    statements have assumed successful commercialization of, and
    above-average growth from, these new products and services.  
    Nonrealization of expected benefits from our 2002 corporate
    reincorporation could affect our projected
    results.  Weatherford Bermuda is incorporated in
    Bermuda and we operate through our various subsidiaries in
    numerous countries throughout the world including the United
    States. Consequently, Weatherford Bermuda is subject to changes
    in tax laws, treaties or regulations or the interpretation or
    enforcement thereof in the U.S., Bermuda or jurisdictions in
    which we or any of our subsidiaries operates or is resident. Our
    income tax expense is based upon our interpretation of the tax
    laws in effect in various countries at the time that the expense
    was incurred. If the U.S. Internal Revenue Service or other
    taxing authorities do not agree with our assessment of the
    effects of such laws, treaties and regulations, this could have
    a material adverse effect on us including the imposition of a
    higher effective tax rate on our worldwide earnings or a
    reclassification of the tax impact of our significant corporate
    restructuring transactions.
    Nonrealization of expected benefits from our acquisitions
    could affect our projected results.  We expect to
    gain certain business, financial and strategic advantages as a
    result of business acquisitions we undertake, including
    synergies and operating efficiencies. Our forward-looking
    statements assume that we will successfully integrate our
    business acquisitions and realize the benefits therefrom. An
    inability to realize expected strategic advantages as a result
    of the acquisition would negatively affect the anticipated
    benefits of the acquisition.
    The cyclical nature of or a prolonged downturn in our
    industry could affect the carrying value of our
    goodwill.  As of June 30, 2007, we had
    approximately $3.2 billion of goodwill. Our estimates of
    the value of our goodwill could be reduced in the future as a
    result of various factors, some of which are beyond our control.
    Any reduction in the value of our goodwill may result in an
    impairment charge and therefore adversely affect our results.
    Currency fluctuations could have a material adverse financial
    impact on our business.  A material change in
    currency rates in our markets could affect our future results as
    well as affect the carrying values of our assets. World
    currencies have been subject to much volatility. Our
    forward-looking statements assume no material impact from future
    changes in currency exchange rates.
    Adverse weather conditions in certain regions could aversely
    affect our operations.  In the summer of 2005, the
    Gulf of Mexico suffered several significant hurricanes. These
    hurricanes and associated hurricane threats reduced the number
    of days on which we and our customers could operate, which
    resulted in lower revenues than we otherwise would have
    achieved. In parts of 2006, and particularly in the second
    quarter of 2007, climatic conditions in Canada were not as
    favorable to drilling as we anticipated, which limited our
    potential results in that region. Similarly, unusually rough
    weather in the North Sea could reduce our operations and
    revenues from that area during the relevant period. Our
    forward-looking statements assume weather patterns in our
    primary areas of operations will not deviate significantly from
    historical patterns.
    Political disturbances, war, or terrorist attacks and changes
    in global trade policies could adversely impact our
    operations.  We have assumed there will be no
    material political disturbances or terrorist attacks and there
    will be no material changes in global trade policies. Any
    further military action undertaken by the U.S. or other
    countries could adversely affect our results of operations.   13




---



##### Table of Contents



RATIO
    OF EARNINGS TO FIXED CHARGES
    Six MonthsYear Ended December 31,


Ended2002


2003


2004


2005


2006


June 30, 2007Ratio of earnings to fixed charges


n/a



2.99
x


6.05
x


6.84
x


9.70
x


8.06x    14




---



##### Table of Contents



USE
    OF PROCEEDS
   15




---



##### Table of Contents



THE
    EXCHANGE OFFER
  Purpose
    and Effect of the Exchange Offer
              
    you are acquiring the new notes in the exchange offer in the
    ordinary course of your business;
    you are not engaged in, and do not intend to engage in, a
    distribution of the new notes;
    you do not have and to your knowledge, no one receiving new
    notes from you has, any arrangement or understanding with any
    person to participate in the distribution of the new notes;
    you are not a broker-dealer tendering old notes acquired
    directly from us for your own account or if you are a
    broker-dealer, you will comply with the prospectus delivery
    requirements of the Securities Act in connection with any resale
    of the new notes; and
    you are not one of our affiliates, as defined in
    Rule 405 of the Securities Act.   16




---



##### Table of Contents



Terms of
    Exchange
        
    the new notes being issued in the exchange offer will have been
    registered under the Securities Act;
    the new notes being issued in the exchange offer will not bear
    the restrictive legends restricting their transfer under the
    Securities Act; and
    the new notes being issued in the exchange offer will not
    contain the registration rights contained in the old notes.  Expiration,
    Extension and Amendment
      Procedures
    for Tendering
  Valid
    Tender
    
    a properly completed and duly executed letter of transmittal,
    including all other documents required by the letter of
    transmittal; or 17




---



##### Table of Contents




    if old notes are tendered in accordance with the book-entry
    procedures listed below, an agents message transmitted
    through DTCs Automated Tender Offer Program, referred to
    as ATOP.    
    deliver certificates, if any, for the old notes to the exchange
    agent at or before the expiration time; or
    deliver a timely confirmation of the book-entry transfer of the
    old notes into the exchange agents account at DTC, the
    book-entry transfer facility, along with the letter of
    transmittal or an agents message; or
    comply with the guaranteed delivery procedures described below.                 18




---



##### Table of Contents



Signature
    Guarantees
    
    by a registered holder of the old notes who has not completed
    the box entitled Special Registration Instructions
    or Special Delivery Instructions on the letter of
    transmittal; or
    for the account of an eligible institution.  Rule 17Ad-15
  Book-Entry
    Transfer
      
    be transmitted to and received by the exchange agent at the
    address listed under  Exchange Agent at or
    prior to the expiration time; or
    comply with the guaranteed delivery procedures described below.   19




---



##### Table of Contents



Guaranteed
    Delivery
    
    the tender is made through an eligible institution;
    prior to the expiration time, the exchange agent receives by
    facsimile transmission, mail or hand delivery from such eligible
    institution a properly and validly completed and duly executed
    notice of guaranteed delivery, substantially in the form
    provided by us:  
    stating the name and address of the holder of old notes and the
    amount of old notes tendered,
    stating that the tender is being made, and
    guaranteeing that within three New York Stock Exchange trading
    days after the expiration time, the certificates for all
    physically tendered old notes, in proper form for transfer, or a
    book-entry confirmation, as the case may be, and a properly
    completed and duly executed letter of transmittal, or an
    agents message, and any other documents required by the
    letter of transmittal will be deposited by the eligible
    institution with the exchange agent; and  
    the certificates for all physically tendered old notes, in
    proper form for transfer, or a book-entry confirmation, as the
    case may be, and a properly completed and duly executed letter
    of transmittal, or an agents message, and all other
    documents required by the letter of transmittal, are received by
    the exchange agent within three New York Stock Exchange trading
    days after the date of execution of the notice of guaranteed
    delivery.  Determination
    of Validity
      Acceptance
    of Old Notes for Exchange; Issuance of New Notes
     20




---



##### Table of Contents




    a certificate for the old notes, or a timely book-entry
    confirmation of the old notes into the exchange agents
    account at the book-entry transfer facility;
    a properly completed and duly executed letter of transmittal or
    an agents message; and
    all other required documents.    Interest
    Payments on the New Notes
    Withdrawal
    Rights
      
    specify the name of the person, referred to as the depositor,
    having tendered the old notes to be withdrawn;
    identify the old notes to be withdrawn, including certificate
    numbers and principal amount of the old notes;
    contain a statement that the holder is withdrawing its election
    to have the old notes exchanged;
    other than a notice transmitted through DTCs ATOP system,
    be signed by the holder in the same manner as the original
    signature on the letter of transmittal by which the old notes
    were tendered, including any required signature guarantees, or
    be accompanied by documents of transfer to have the trustee with
    respect to the old notes register the transfer of the old notes
    in the name of the person withdrawing the tender; and
    specify the name in which the old notes are registered, if
    different from that of the depositor.   21




---



##### Table of Contents



Conditions
    to the Exchange Offer
    
    there shall occur a change in the current interpretation by the
    staff of the SEC which permits the new notes issued pursuant to
    such exchange offer in exchange for old notes to be offered for
    resale, resold and otherwise transferred by the holders (other
    than broker-dealers and any holder which is an affiliate)
    without compliance with the registration and prospectus delivery
    provisions of the Securities Act, providedthat such new
    notes are acquired in the ordinary course of such holders
    business and such holders have no arrangement or understanding
    with any person to participate in the distribution of the new
    notes;
    any action or proceeding shall have been instituted or
    threatened in any court or by or before any governmental agency
    or body seeking to enjoin, make illegal or delay completion of
    the exchange offer or otherwise relating to the exchange offer;
    any law, statute, rule or regulation shall have been adopted or
    enacted which, in our judgment, would reasonably be expected to
    impair our ability to proceed with such exchange offer;
    a banking moratorium shall have been declared by United States
    federal or New York State authorities;
    trading on the New York Stock Exchange or generally in the
    United States over-the-counter market shall have been suspended,
    or a limitation on prices for securities imposed, by order of
    the SEC or any other governmental authority;
    an attack on the United States, an outbreak or escalation of
    hostilities or acts of terrorism involving the United States, or
    any declaration by the United States of a national emergency or
    war shall have occurred;
    a stop order shall have been issued by the SEC or any state
    securities authority suspending the effectiveness of the
    registration statement of which this prospectus is a part or
    proceedings shall have been initiated or, to our knowledge,
    threatened for that purpose or any governmental approval has not
    been obtained, which approval we shall, in our sole discretion,
    deem necessary for the consummation of such exchange
    offer; or
    any change, or any development involving a prospective change,
    in our business or financial affairs or any of our subsidiaries
    has occurred which is or may be adverse to us or we shall have
    become aware of facts that have or may have an adverse impact on
    the value of the old notes or the new notes, which in our sole
    judgment in any case makes it inadvisable to proceed with such
    exchange offer
    and/or with
    such acceptance for exchange or with such exchange.      
    terminate the exchange offer and promptly return all tendered
    old notes to tendering holders; 22




---



##### Table of Contents




    complete
    and/or
    extend the exchange offer and, subject to your withdrawal
    rights, retain all tendered old notes until the extended
    exchange offer expires;
    amend the terms of the exchange offer; or
    waive any unsatisfied condition and, subject to any requirement
    to extend the period of time during which the exchange offer is
    open, complete the exchange offer.      Resales
    of New Notes
    
    the new notes are acquired in the ordinary course of the
    holders business;
    the holder has no arrangement or understanding with any person
    to participate in the distribution of the new notes;
    the holder is not an affiliate of ours within the
    meaning of Rule 405 under the Securities Act; and
    the holder is not a broker-dealer who purchased old notes
    directly from us for resale pursuant to Rule 144A or any
    other available exemption under the Securities Act.  no-action
    
    cannot rely on the applicable interpretations of the staff of
    the SEC mentioned above;
    will not be permitted or entitled to tender the old notes in the
    exchange offer; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any resale
    transaction.   23




---



##### Table of Contents



Exchange
    Agent
    Deutsche
    Bank Trust Company Americas
  By Facsimile for Eligible Institutions:
    (615)
    835-3701
    Information:
    (800)
    735-7777

By Mail:
    DB Services Tennessee, Inc.
    Reorganization Unit
    P.O. Box 305050
    Nashville, Tennessee 37211

By Overnight Mail or Courier:
    DB Services Tennessee, Inc.
    Trust and Securities Services
    Reorganization Unit
    648 Grassmere Park Road
    Nashville, Tennessee 37211     Fees and
    Expenses
      Transfer
    Taxes
   24




---



##### Table of Contents



Consequences
    of Failure to Exchange Outstanding Securities
      Accounting
    Treatment
    Other
       25




---



##### Table of Contents



DESCRIPTION
    OF NOTES
    General
      Principal
    and Maturities
    Interest
  360-day 30-day semi-annually
  The
    Guarantee
      
    is Weatherford Bermudas unsecured, unsubordinated general
    obligation; and
    will rank on parity with all of Weatherford Bermudas other
    unsecured, unsubordinated indebtedness. 26




---



##### Table of Contents



Optional
    Redemption
    
    100% of the principal amount of notes then outstanding to be
    redeemed, plus accrued and unpaid interest thereon to the
    redemption date; or
    the sum of the present values of the remaining scheduled
    payments of principal and interest on the notes then outstanding
    to be redeemed (not including any portion of such payments of
    interest accrued as of the redemption date) discounted to the
    redemption date on a semi-annual basis (computed based on a
    360-day year
    consisting of twelve
    30-day
    months) at the Adjusted Treasury Rate, plus 15 basis points
    (0.15%) with respect to the 2012 Notes, 20 basis points
    (0.20%) with respect to the 2017 Notes and 25 basis points
    (0.25%) with respect to the 2037 Notes, in each case, as
    calculated by an Independent Investment Banker, plus accrued and
    unpaid interest thereon to the redemption date.  Adjusted Treasury Rate
  
    the yield, under the heading which represents the average for
    the immediately preceding week, appearing in the most recently
    published statistical release designated H.15(519)
    or any successor publication which is published weekly by the
    Board of Governors of the Federal Reserve System and which
    establishes yields on actively traded United States Treasury
    securities adjusted to constant maturity under the caption
    Treasury Constant Maturities, for the maturity
    corresponding to the Comparable Treasury Issue (if no maturity
    is within three months before or after the remaining life, as
    defined below, yields for the two published maturities most
    closely corresponding to the Comparable Treasury Issue will be
    determined and the Adjusted Treasury Rate will be interpolated
    or extrapolated from such yields on a straight line basis,
    rounding to the nearest month); or
    if such release (or any successor release) is not published
    during the week preceding the calculation date or does not
    contain such yields, the rate per year equal to the semi-annual
    equivalent yield to maturity of the Comparable Treasury Issue,
    calculated using a price for the Comparable Treasury Issue
    (expressed as a percentage of its principal amount) equal to the
    Comparable Treasury Price for such redemption date.    Comparable Treasury Issue
  Comparable Treasury Price
  Independent Investment Banker
  Reference Treasury Dealer
  
    Deutsche Bank Securities Inc., Morgan Stanley & Co.
    Incorporated and UBS Securities LLC and each of their respective
    successors; providedthat, if any such Reference Treasury
    Dealer ceases to be a primary U.S. Government securities
    dealer in the United States, or Primary Treasury Dealer,
    Weatherford Delaware will substitute another Primary Treasury
    Dealer; and
    up to two other Primary Treasury Dealers selected by Weatherford
    Delaware. 27




---



##### Table of Contents



Reference Treasury Dealer Quotations
      
    issue, register the transfer of, or exchange any note during the
    period beginning 15 days before the notice of redemption is
    mailed and ending on the day the notice is mailed; or
    after the notice of redemption is mailed, register the transfer
    of or exchange any note selected for redemption, except, if it
    is redeeming only a part of a note, it will be required to
    register the transfer of or exchange the unredeemed portion of
    the note if the holder so requests.    Repurchase
    at the Option of Holders
  Rule 14e-1
    
    accept for payment all notes or portions of notes properly
    tendered pursuant to the Change of Control Offer;
    deposit with the paying agent an amount equal to the Change of
    Control Payment in respect of all notes or portions of notes
    properly tendered; and
    deliver or cause to be delivered to the Trustee the notes
    properly accepted.   28




---



##### Table of Contents



Below Investment Grade Rating Event 60-day 60-day
  Change of Control
  Change of Control Triggering Event
  Continuing Directors
  Investment Grade Rating
  Moodys
  Rating Agencies Rule 15c3-1(c)(2)(vi)(F)
  S&P
 29




---



##### Table of Contents



Mergers
    and Sale of Assets
    
    the successor or resulting person assumes all of our obligations
    under the indenture; and
    we or the successor or resulting person will not immediately be
    in default under the indenture.    Modification
    of Indenture
    Events of
    Default
  Event of default,
  
    failure to pay the principal of or any premium on any note when
    due;
    failure to deposit any sinking fund payment when due;
    failure to pay interest on any note for 30 days;
    failure to perform any other covenant in the indenture that
    continues for 90 days after being given written
    notice; or
    certain events in bankruptcy, insolvency or reorganization of
    Weatherford Delaware or Weatherford Bermuda.        Covenants
    
    pay the principal of, interest and any premium on, the notes
    when due;
    maintain a place of payment;
    deliver a report to the trustee at the end of each fiscal year
    reviewing our obligations under the indenture; and 30




---



##### Table of Contents




    deposit sufficient funds with any paying agent on or before the
    due date for any principal, interest or premium.  sale-and-leaseback
  Limitation
    on Liens
    
    certain liens existing, or provided for under the terms of
    existing agreements, on the date that any debt securities are
    issued under the indenture;
    liens on current assets to secure current liabilities;
    certain liens that are created within one year after
    acquisition, completion
    and/or
    commencement of commercial operation on, property acquired,
    constructed, altered or improved by us or any of our
    subsidiaries;
    certain preexisting liens on any property acquired and liens on
    property of a subsidiary existing at the time it became our
    subsidiary;
    liens in favor of us or our subsidiaries;
    certain liens in favor of governmental bodies to secure
    progress, advance or other payments;
    liens on any property securing indebtedness incurred for the
    purpose of financing the purchase price or the cost of
    constructing, installing or improving the property;
    liens on any property securing indebtedness issued or guaranteed
    by governmental bodies; and
    any extension, renewal or replacement of the foregoing.    Sale-and-Leaseback
    Transactions
  sale-and-leaseback
  
    at the time of entering into such
    sale-and-leaseback
    transaction, we or our subsidiary would be entitled under the
    indenture to mortgage the property under the indenture for an
    amount equal to the proceeds of the
    sale-and-leaseback
    transaction without equally and ratably securing the notes in
    compliance with the exceptions to the liens covenant in the
    indenture;
    within a period commencing six months prior to the consummation
    of the
    sale-and-leaseback
    transaction and ending six months after the consummation of such
    transaction, we or our subsidiary expend an amount equal to all
    or a portion of the net proceeds of such
    sale-and-leaseback
    transaction for property used or to be used in the ordinary
    course of our or our subsidiaries businesses, and we have
    elected to designate that amount as a credit against such
    sale-and-leaseback
    transaction, with any such amount not so designated to be
    applied as set forth in the next paragraph; or 31




---



##### Table of Contents




    during the
    12-month
    period after the effective date of the
    sale-and-leaseback
    transaction, Weatherford Delaware applies to the retirement of
    the notes or any of its pari passuindebtedness:  sale-and-leaseback sale-and-leaseback les
  pari passu 12-month sale-and-leaseback
  Defeasance
      Governing
    Law
    Notices
    No
    Personal Liability of Officers, Directors, Employees or
    Shareholders
    Information
    Concerning the Trustee
     32




---



##### Table of Contents



Depositary
    Procedures
                 33




---



##### Table of Contents



same-day
  same-day
     34




---



##### Table of Contents



Exchange
    of Global Notes for Certificated Notes
            Same Day
    Settlement and Payment
  Same-Day
   35




---



##### Table of Contents



MATERIAL
    UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
     36




---



##### Table of Contents



PLAN
    OF DISTRIBUTION
         37




---



##### Table of Contents



LEGAL
    MATTERS
    EXPERTS
  Form 8-K,
  WHERE
    YOU CAN FIND MORE INFORMATION
  1-800-SEC-0330 http://www.sec.gov http://www.weatherford.com
  INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE
    Form 8-K Form 8-K
 38




---



##### Table of Contents




    Annual report on
    Form 10-K
    for the fiscal year ended December 31, 2006 as filed with
    the SEC
    (File No. 001-31339)
    on February 23, 2007 and updated on our Current Report on
    Form 8-K
    filed with the SEC (File No. 001-31359) on October 9,
    2007;
    Quarterly reports on
    Form 10-Q
    for the fiscal quarters ended March 31, 2007 and
    June 30, 2007 as filed with the SEC (File No.
    001-31339)
    on May 7, 2007 and August 3, 2007,
    respectively; and
    Current reports on
    Form 8-K
    as filed with the SEC (File No.
    001-31339)
    on January 8, 2007, March 2, 2007, April 20,
    2007, June 11, 2007, June 18, 2007, July 23, 2007
    (except for the information under Items 2.02 and 7.01
    thereof and the related exhibit), September 10, 2007 and
    October 9, 2007.       77027-3415
 (713) 693-4000
 39




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers             II-1




---



##### Table of Contents



Item 21.
    Exhibits
    and Financial Statement Schedules    ExhibitNumber

Description3
.1

Memorandum of Association of Weatherford International Ltd.
    (incorporated by reference to Annex II to the proxy
    statement/prospectus included in Amendment No. 1 to the
    Registration Statement on
    Form S-4
    (Registration
    No. 333-85644)
    filed May 22, 2002).3
.2

Memorandum of Increase of Share Capital of Weatherford
    International Ltd. (incorporated by reference to Annex II
    to the proxy statement/prospectus included in Amendment
    No. 1 to the Registration Statement on
    Form S-4
    (Registration
    No. 333-85644)
    filed May 22, 2002).3
.3

Certificate of Assistant Secretary as to the adoption of a
    resolution increasing authorized share capital (incorporated by
    reference to Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed May 15, 2006).3
.4

Bye-Laws of Weatherford International Ltd. (incorporated by
    reference to Annex III to the proxy statement/prospectus
    included in Amendment No. 1 to the Registration Statement
    on
    Form S-4
    (Registration
    No. 333-85644)
    filed May 22, 2002).3
.5

Amended and Restated Certificate of Incorporation of Weatherford
    International, Inc. (incorporated by reference to
    Exhibit 3.1 to Weatherford International, Inc.s
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 (File
    No. 1-13086)
    filed August 14, 2002).3
.6

Amended and Restated By-laws of Weatherford International, Inc.
    (incorporated by reference to Exhibit 3.2 to Weatherford
    International, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 (File
    No. 1-13086)
    filed August 14, 2002).4
.1

Indenture dated May 17, 1996, between Weatherford Enterra,
    Inc. and Bank of Montreal Trust Company, as Trustee
    (incorporated by reference to Exhibit 4.1 to Weatherford
    Enterra, Inc.s Current Report on
    Form 8-K
    dated May 28, 1996 (File
    No. 1-7867)
    filed May 31, 1996).4
.2

Third Supplemental Indenture dated November 16, 2001,
    between Weatherford International, Inc. and The Bank of New
    York, as Trustee (incorporated by reference to Exhibit 4.11
    to Registration Statement on
    Form S-3
    (Reg.
    No. 333-73770)
    filed November 20, 2001). II-2




---



##### Table of Contents



ExhibitNumber

Description4
.3

Fourth Supplemental Indenture dated June 26, 2002, between
    Weatherford International, Inc., Weatherford International Ltd.
    and The Bank of New York, as Trustee (incorporated by reference
    to Exhibit 4.7 to Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 (File
    No. 1-31339)
    filed August 14, 2002).4
.4

Indenture dated October 1, 2003, among Weatherford
    International Ltd., Weatherford International, Inc. and Deutsche
    Bank Trust Company Americas (incorporated by reference to
    Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 2, 2003).4
.5

Officers Certificate dated as of October 7, 2003
    (incorporated by reference to Exhibit 4.2 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed October 7, 2003).4
.6

Form of Global Note for 4.95% Senior Notes due 2013
    (incorporated by reference to Exhibit 4.1 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed October 7, 2003).4
.7

Guarantee, dated as of October 25, 2005, of Weatherford
    International, Inc. for the benefit of holders of any notes
    issued by Weatherford International Ltd., from time to time
    pursuant to the Issuing and Paying Agent Agreement, dated as of
    October 25, 2005, between Weatherford International Ltd.,
    Weatherford International, Inc. and JPMorgan Chase Bank,
    National Association (incorporated by reference to
    Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).4
.8

Officers Certificate dated as of February 17, 2006
    establishing the series of 5.50% Senior Notes due 2016
    (incorporated by reference to Exhibit 4.2 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed February 17, 2006).4
.9

Form of Global Note for 5.50% Senior Notes due 2016
    (incorporated by reference to Exhibit 4.1 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed February 17, 2006).4
.10

Officers Certificate, dated August 7, 2006,
    establishing the series of 6.50% Senior Notes due 2036
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed August 7, 2006).4
.11

Form of $500,000,000 global note for 6.50% Senior Notes due
    2036 (incorporated by reference to Exhibit 4.2 to Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed August 7, 2006).4
.12

Form of $100,000,000 global note for 6.50% Senior Notes due
    2036 (incorporated by reference to Exhibit 4.3 to Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed August 7, 2006).4
.13

Indenture dated June 18, 2007 among Weatherford
    International, Inc., Weatherford International Ltd. and Deutsche
    Bank Trust Company Americas, as trustee (incorporated by
    reference to Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed June 18, 2007).4
.14

First Supplemental Indenture, dated June 18, 2007, among
    Weatherford International, Inc., as issuer, Weatherford
    International Ltd., as guarantor, and Deutsche Bank
    Trust Company Americas, as trustee (incorporated by
    reference to Exhibit 4.2 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed June 18, 2007).4
.15

Form of Global Note for 5.95% Senior Notes due 2012
    (included in Exhibit 4.14).4
.16

Form of Global Note for 6.35% Senior Notes due 2017
    (included in Exhibit 4.14).4
.17

Form of Global Note for 6.80% Senior Notes due 2037
    (included in Exhibit 4.14).4
.18

Registration Rights Agreement, dated June 18, 2007, among
    Weatherford International Ltd., Weatherford International, Inc.,
    and Morgan Stanley & Co. Incorporated, Deutsche Bank
    Securities Inc. and UBS Securities LLC (incorporated by
    reference to Exhibit 4.3 to Current Report on
    Form 8-K
    (File No. 1-31339)
    filed June 18, 2007).5
.1*

Opinion of Conyers Dill & Pearman.5
.2*

Opinion of Andrews Kurth LLP.12
.1*

Computation of Ratio of Earnings to Fixed Charges.23
.1*

Consent of Conyers Dill & Pearman (included in its
    opinion filed as Exhibit 5.1 hereto).23
.2*

Consent of Andrews Kurth LLP (included in its opinion filed as
    Exhibit 5.2 hereto).23
.3*

Consent of Ernst & Young LLP.24
.1*

Power of Attorney (included on the signature pages of the
    Registration Statement). II-3




---



##### Table of Contents



ExhibitNumber

Description25
.1*

Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of Deutsche Bank
    Trust Company Americas to act as trustee under the
    Indenture.99
.1*

Form of Letter of Transmittal.99
.2*

Form of Guidelines for Certification of Taxpayer Identification
    Number on Substitute
    Form W-9.99
.3*

Form of Notice of Guaranteed Delivery.99
.4*

Form of Letter to Registered Holders and DTC Participants.99
.5*

Form of Instructions to Registered Holder or DTC Participant
    from Beneficial Owner.99
.6*

Form of Letter to Clients.     *
    
    Indicates exhibits filed herewith.    Item 22.
    Undertakings.                 II-4




---



##### Table of Contents



II-5




---



##### Table of Contents



SIGNATURES
  Form S-4
  WEATHERFORD INTERNATIONAL, INC.
  By:
    /s/  Bernard
    J. Duroc-Danner      POWER OF
    ATTORNEY
      Signature

Title/s/  Bernard
    J. Duroc-DannerBernard
    J. Duroc-Danner

President and Chief Executive Officer (Principal
    Executive Officer) and Director/s/  Andrew
    P. BecnelAndrew
    P. Becnel

Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  Jessica
    AbarcaJessica
    Abarca

Vice President  Accounting and Chief Accounting
    Officer (Principal Accounting Officer)  II-6




---



##### Table of Contents



SIGNATURES
  Form S-4
  WEATHERFORD INTERNATIONAL LTD.,
  By:
    /s/  
    Bernard J. Duroc-Danner       POWER OF
    ATTORNEY
      Signature

Title/s/  Bernard
    J. Duroc-DannerBernard
    J. Duroc-Danner

President, Chief Executive Officer,
    Chairman of the Board and Director 
    (Principal Executive Officer)/s/  Andrew
    P. BecnelAndrew
    P. Becnel

Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  Jessica
    AbarcaJessica
    Abarca

Vice President  Accounting and
    Chief Accounting Officer 
    (Principal Accounting Officer)/s/  Nicholas
    F. BradyNicholas
    F. Brady

Director/s/  David
    J. ButtersDavid
    J. Butters

Director II-7




---



##### Table of Contents



Signature

Title/s/  Sheldon
    B. LubarSheldon
    B. Lubar

Director/s/  William
    E. MacaulayWilliam
    E. Macaulay

Director/s/  Robert
    B. MillardRobert
    B. Millard

Director/s/  Robert
    K. Moses, Jr.Robert
    K. Moses, Jr.

Director/s/  Robert
    A. RayneRobert
    A. Rayne

Director  II-8




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Memorandum of Association of Weatherford International Ltd.
    (incorporated by reference to Annex II to the proxy
    statement/prospectus included in Amendment No. 1 to the
    Registration Statement on
    Form S-4
    (Registration
    No. 333-85644)
    filed May 22, 2002).3
.2

Memorandum of Increase of Share Capital of Weatherford
    International Ltd. (incorporated by reference to Annex II
    to the proxy statement/prospectus included in Amendment
    No. 1 to the Registration Statement on
    Form S-4
    (Registration
    No. 333-85644)
    filed May 22, 2002).3
.3

Certificate of Assistant Secretary as to the adoption of a
    resolution increasing authorized share capital (incorporated by
    reference to Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed May 15, 2006).3
.4

Bye-Laws of Weatherford International Ltd. (incorporated by
    reference to Annex III to the proxy statement/prospectus
    included in Amendment No. 1 to the Registration Statement
    on
    Form S-4
    (Registration
    No. 333-85644)
    filed May 22, 2002).3
.5

Amended and Restated Certificate of Incorporation of Weatherford
    International, Inc. (incorporated by reference to
    Exhibit 3.1 to Weatherford International, Inc.s
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 (File
    No. 1-13086)
    filed August 14, 2002).3
.6

Amended and Restated By-laws of Weatherford International, Inc.
    (incorporated by reference to Exhibit 3.2 to Weatherford
    International, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 (File
    No. 1-13086)
    filed August 14, 2002).4
.1

Indenture dated May 17, 1996, between Weatherford Enterra,
    Inc. and Bank of Montreal Trust Company, as Trustee
    (incorporated by reference to Exhibit 4.1 to Weatherford
    Enterra, Inc.s Current Report on
    Form 8-K
    dated May 28, 1996 (File
    No. 1-7867)
    filed May 31, 1996).4
.2

Third Supplemental Indenture dated November 16, 2001,
    between Weatherford International, Inc. and The Bank of New
    York, as Trustee (incorporated by reference to Exhibit 4.11
    to Registration Statement on
    Form S-3
    (Reg.
    No. 333-73770)
    filed November 20, 2001).4
.3

Fourth Supplemental Indenture dated June 26, 2002, between
    Weatherford International, Inc., Weatherford International Ltd.
    and The Bank of New York, as Trustee (incorporated by reference
    to Exhibit 4.7 to Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002 (File
    No. 1-31339)
    filed August 14, 2002).4
.4

Indenture dated October 1, 2003, among Weatherford
    International Ltd., Weatherford International, Inc. and Deutsche
    Bank Trust Company Americas (incorporated by reference to
    Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 2, 2003).4
.5

Officers Certificate dated as of October 7, 2003
    (incorporated by reference to Exhibit 4.2 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed October 7, 2003).4
.6

Form of Global Note for 4.95% Senior Notes due 2013
    (incorporated by reference to Exhibit 4.1 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed October 7, 2003).4
.7

Guarantee, dated as of October 25, 2005, of Weatherford
    International, Inc. for the benefit of holders of any notes
    issued by Weatherford International Ltd., from time to time
    pursuant to the Issuing and Paying Agent Agreement, dated as of
    October 25, 2005, between Weatherford International Ltd.,
    Weatherford International, Inc. and JPMorgan Chase Bank,
    National Association (incorporated by reference to
    Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed October 31, 2005).4
.8

Officers Certificate dated as of February 17, 2006
    establishing the series of 5.50% Senior Notes due 2016
    (incorporated by reference to Exhibit 4.2 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed February 17, 2006).4
.9

Form of Global Note for 5.50% Senior Notes due 2016
    (incorporated by reference to Exhibit 4.1 to Current Report
    on
    Form 8-K
    (File
    No. 1-31339)
    filed February 17, 2006).4
.10

Officers Certificate, dated August 7, 2006,
    establishing the series of 6.50% Senior Notes due 2036
    (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    (File No. 1-31339)
    filed August 7, 2006).4
.11

Form of $500,000,000 global note for 6.50% Senior Notes due
    2036 (incorporated by reference to Exhibit 4.2 to Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed August 7, 2006).4
.12

Form of $100,000,000 global note for 6.50% Senior Notes due
    2036 (incorporated by reference to Exhibit 4.3 to Current
    Report on
    Form 8-K
    (File
    No. 1-31339)
    filed August 7, 2006).




---



##### Table of Contents



ExhibitNumber

Description4
.13

Indenture dated June 18, 2007 among Weatherford
    International, Inc., Weatherford International Ltd. and Deutsche
    Bank Trust Company Americas, as trustee (incorporated by
    reference to Exhibit 4.1 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed June 18, 2007).4
.14

First Supplemental Indenture, dated June 18, 2007, among
    Weatherford International, Inc., as issuer, Weatherford
    International Ltd., as guarantor, and Deutsche Bank
    Trust Company Americas, as trustee (incorporated by
    reference to Exhibit 4.2 to Current Report on
    Form 8-K
    (File
    No. 1-31339)
    filed June 18, 2007).4
.15

Form of Global Note for 5.95% Senior Notes due 2012
    (included in Exhibit 4.14).4
.16

Form of Global Note for 6.35% Senior Notes due 2017
    (included in Exhibit 4.14).4
.17

Form of Global Note for 6.80% Senior Notes due 2037
    (included in Exhibit 4.14).4
.18

Registration Rights Agreement, dated June 18, 2007, among
    Weatherford International Ltd., Weatherford International, Inc.,
    and Morgan Stanley & Co. Incorporated, Deutsche Bank
    Securities Inc. and UBS Securities LLC (incorporated by
    reference to Exhibit 4.3 to Current Report on
    Form 8-K
    (File No. 1-31339)
    filed June 18, 2007).5
.1*

Opinion of Conyers Dill & Pearman.5
.2*

Opinion of Andrews Kurth LLP.12
.1*

Computation of Ratio of Earnings to Fixed Charges.23
.1*

Consent of Conyers Dill & Pearman (included in its
    opinion filed as Exhibit 5.1 hereto).23
.2*

Consent of Andrews Kurth LLP (included in its opinion filed as
    Exhibit 5.2 hereto).23
.3*

Consent of Ernst & Young LLP.24
.1*

Power of Attorney (included on the signature pages of the
    Registration Statement).25
.1*

Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of Deutsche Bank
    Trust Company Americas to act as trustee under the
    Indenture.99
.1*

Form of Letter of Transmittal.99
.2*

Form of Guidelines for Certification of Taxpayer Identification
    Number on Substitute
    Form W-9.99
.3*

Form of Notice of Guaranteed Delivery.99
.4*

Form of Letter to Registered Holders and DTC Participants.99
.5*

Form of Instructions to Registered Holder or DTC Participant
    from Beneficial Owner.99
.6*

Form of Letter to Clients.     *
    
    Indicates exhibits filed herewith.