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

                                FORM 10-Q/A-1

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1999

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

Commission File Number  001-11963

                            Dailey International Inc.
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           (See table of additional Registrants on the following page)
             (Exact Name of Registrant as specified in its Charter)


            Delaware                                       76-0503351
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 (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                       Identification No.)


 2507 North Frazier, Conroe, Texas                            77303
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(Address of Principal Executive Officers)                  (Zip Code)


                                  281/350/3399
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
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              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes   x      No
                                    -----       -----

Number of shares outstanding of issuer's Class A Common Stock as of May 14, 1999
was 5,129,004. The Company has 5,000,000 shares of Class B Common Stock
outstanding.


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                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable

ITEM 2.  CHANGES IN SECURITIES

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         The filing of the petitions for relief under Chapter 11 of the
         Bankruptcy Code contemplated by the acquisition agreement between the
         Company and Weatherford dated May 21, 1999, will constitute an event of
         default under the terms of the Indenture governing the Senior Notes.
         See "Management's Discussion and Analysis of Financial Condition and
         Results of Operation - Proposed Acquisition".

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

ITEM 5.  OTHER INFORMATION

         On May 21, 1999, the Company announced that it and certain of its
         subsidiaries had entered into an acquisition agreement with
         Weatherford. See "Management's Discussion and Analysis of Financial
         Condition and Results of Operation - Proposed Acquisition." For
         additional information concerning this proposed acquisition, see the
         Press Release issued by the Company on May 21, 1999, filed as Exhibit
         99.1 to this Quarterly Report on Form 10-Q.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

             27.1   Financial Data Schedule

             99.1   Press Release dated May 21, 1999 announcing the execution of
                    the Acquisition Agreement between Weatherford, the Company
                    and certain of its subsidiaries.

         (b) Reports on Form 8-K. During the fiscal quarter for which this
             Quarterly Report on Form 10-Q is being filed, the Company filed no
             Current Reports on Form 8-K.

                                       18


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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                        DAILEY INTERNATIONAL INC.

                                        By: /s/ JOHN BEARD
                                           ----------------------------------
                                            John Beard
                                            Interim Chief Financial Officer
                                            (Principal Accounting Officer)


                                        By: /s/ WILLIAM D. SUTTON
                                           ----------------------------------
                                            Senior Vice President, General
                                            Counsel and Secretary

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                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
          Exhibit
          Number                        Description
          -------                       -----------
<S>                                    <C>
            27*                         Financial Data Schedule

          99.1                          Press Release of the Company dated May
                                        21, 1999.
          ______
          * Previously Filed
</TABLE>