<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999

                                                    Registration No. 333-_______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            SMITH INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)


               DELAWARE                                  95-3822631
    (State or other jurisdiction                      (I.R.S. Employer
          of incorporation)                          Identification No.)

            16740 HARDY STREET
               HOUSTON, TEXAS                               77032
 (Address of principal executive offices)                 (Zip Code)



                            SMITH INTERNATIONAL, INC.
                        STOCK PLAN FOR OUTSIDE DIRECTORS
                            (Full title of the plan)


                                 NEAL S. SUTTON
      SENIOR VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                            SMITH INTERNATIONAL, INC.
                               16740 HARDY STREET
                              HOUSTON, TEXAS 77032
                                 (281) 443-3370
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)





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

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE*
=====================================================================================================================
                                                                   PROPOSED           PROPOSED
                                                                    MAXIMUM           MAXIMUM
                                               AMOUNT TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED          REGISTERED       PER SHARE (1)   OFFERING PRICE (1)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>              <C>                 <C>          
Common Stock, par value $1.00 per share       20,000 shares          $38.44           $768,800           $214.00
=====================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, based
     upon the average of the high and low prices of a share of the Company's
     common stock on the New York Stock Exchange on April 13, 1999, pursuant to
     Rule 457(c) and Rule 457(h).

* Shares of common stock of the registrant for issuance to nonemployee directors
of the registrant pursuant to the Smith International, Inc. Stock Plan for
Outside Directors have been previously registered under a Registration Statement
on Form S-8 (Registration No. 33-69840) of the registrant. The number of shares
of common stock being carried forward is 20,000, and the filing fee associated
with such shares that was previously paid with the earlier registration
statement (Registration No. 33-69840) was
$100.00.




<PAGE>   2




     On February 4, 1998, the Board of Directors of the Company adopted, subject
to stockholder approval, an amendment to the Smith International, Inc. Stock
Plan for Outside Directors to increase from 20,000 to 40,000 the aggregate
number of shares of the Company's common stock, $1.00 par value, reserved for
issuance under the plan and to extend the expiration date of the plan to April
22, 2008. The amendment of the plan was approved by the stockholders of the
Company at the Annual Meeting of Stockholders held on April 22, 1998. The
contents of the Company's Registration Statement on Form S-8 (File No. 33-69840)
filed with the Securities and Exchange Commission on October 4, 1993 relating to
the plan, including the documents incorporated by reference therein, are
incorporated by reference into this registration statement.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

     In addition to the exhibits filed or incorporated by reference into the
Registration Statement on Form S-8 dated October 4, 1993, the following
documents are filed as exhibits to this registration statement:

     4.1          Restated Certificate of Incorporation of the Company as
                  amended to date. Filed as Exhibit 3.1 to the Company's report
                  on Form 10-K for the year ended December 31, 1993 and
                  incorporated herein by reference.

     4.2          Bylaws of the Company as amended to date. Filed as Exhibit 3.1
                  to the Company's report on Form 8-K dated August 13, 1998 (and
                  filed on August 14, 1998) and incorporated herein by
                  reference.

     4.3          Rights Agreement, dated as of June 19, 1990, between the
                  Company and First Chicago Trust Company of New York. Filed as
                  Exhibit 4.1 to the Company's report on Form 10-K for the year
                  ended December 31, 1997 and incorporated herein by reference.

     *4.4         Smith International, Inc. Stock Plan for Outside Directors, as
                  amended.

     *5.1         Opinion of counsel regarding legality.

     *23.1        Consent of Arthur Andersen LLP.

     *23.2        Consent of counsel (included in the opinion of counsel, filed
                  herewith as Exhibit 5.1).

     *24.1        Power of Attorney (set forth on the signature page of this
                  registration statement).

------------------
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) Undertaking to Update

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:




<PAGE>   3

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933.


                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

     (b) Undertaking With Respect to Documents Incorporated by Reference

         The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Undertaking With Respect to Indemnification

         Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the registrant pursuant to the foregoing provision, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     of 1933 and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act of 1933 and will be
     governed by the final adjudication of such issue.




                                      II-2
<PAGE>   4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on April 19, 1999.


                                         SMITH INTERNATIONAL, INC.


                                         By:  /s/ DOUGLAS L. ROCK
                                              ---------------------------------
                                              Douglas L. Rock,
                                              Chairman of the Board, Chief 
                                              Executive Officer, President and 
                                              Director


                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Douglas L. Rock, Loren K.
Carroll, Neal S. Sutton and John J. Kennedy, or each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this registration
statement under the Securities Act of 1933, as amended, and any and all
amendments and exhibits to this registration statement and any other documents
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the same, as
fully as to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 19, 1999.


<TABLE>
<CAPTION>

         SIGNATURE                                           TITLE
         ---------                                           -----
<S>                                           <C>  
    /s/ DOUGLAS L. ROCK                             Chairman of the Board,
-------------------------------------              Chief Executive Officer,
        Douglas L. Rock                             President and Director                    
                                                                   

    /s/ LOREN K. CARROLL                      Executive Vice President and Director
-------------------------------------
        Loren K. Carroll


    /s/ JOHN J. KENNEDY                              Senior Vice President,
-------------------------------------               Chief Financial Officer
        John J. Kennedy                                  and Treasurer              
                                                                        


    /s/ BENJAMIN F. BAILAR                                  Director
-------------------------------------
        Benjamin F. Bailar


    /s/ G. CLYDE BUCK                                       Director
-------------------------------------
        G. Clyde Buck


    /s/ JAMES R. GIBBS                                      Director
-------------------------------------
        James R. Gibbs


    /s/ JERRY W. NEELY                                      Director
-------------------------------------
        Jerry W. Neely


    /s/ WALLACE S. WILSON                                   Director
-------------------------------------
        Wallace S. Wilson

</TABLE>


                                      II-3
<PAGE>   5




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

   EXHIBIT
     NO.          DESCRIPTION
   -------        ------------

<S>               <C>                                                                 
     4.1    --    Restated Certificate of Incorporation of the Company as
                  amended to date. Filed as Exhibit 3.1 to the Company's report
                  on Form 10-K for the year ended December 31, 1993 and
                  incorporated herein by reference.

     4.2    --    Bylaws of the Company as amended to date. Filed as Exhibit 3.1
                  to the Company's report on Form 8-K dated August 13, 1998 (and
                  filed on August 14, 1998) and incorporated herein by
                  reference.

     4.3    --    Rights Agreement, dated as of June 19, 1990, between the
                  Company and First Chicago Trust Company of New York. Filed as
                  Exhibit 4.1 to the Company's report on Form 10-K for the year
                  ended December 31, 1997 and incorporated herein by reference.

     *4.4   --    Smith International, Inc. Stock Plan for Outside Directors, as
                  amended.

     *5.1   --    Opinion of counsel regarding legality.

     *23.1  --    Consent of Arthur Andersen LLP.

     *23.2  --    Consent of counsel (included in the opinion of counsel, filed
                  herewith as Exhibit 5.1).

     *24.1  --    Power of Attorney (set forth on the signature page of this
                  registration statement).
</TABLE>

------------------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "SMITH INTERNATIONAL, INC.", "secsgml_size_bytes": 17020}]
{"company-data": {"conformed-name": "SMITH INTERNATIONAL INC", "cik": "0000721083", "assigned-sic": "2890", "irs-number": "953822631", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76635", "film-number": "99597567"}, "business-address": {"street1": "16740 HARDY ST", "street2": "P O BOX 60068", "city": "HOUSTON", "state": "TX", "zip": "77032", "phone": "2814433370"}, "mail-address": {"street1": "16740 HARDY ST", "street2": "P O BOX 60068", "city": "HOUSTON", "state": "TX", "zip": "77205"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            SMITH INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

               DELAWARE                                  95-3822631
    (State or other jurisdiction                      (I.R.S. Employer
          of incorporation)                          Identification No.)

            16740 HARDY STREET
               HOUSTON, TEXAS                               77032
 (Address of principal executive offices)                 (Zip Code)

                            SMITH INTERNATIONAL, INC.
                        STOCK PLAN FOR OUTSIDE DIRECTORS
                            (Full title of the plan)

                                 NEAL S. SUTTON
      SENIOR VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                            SMITH INTERNATIONAL, INC.
                               16740 HARDY STREET
                              HOUSTON, TEXAS 77032
                                 (281) 443-3370
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------
CALCULATION OF REGISTRATION FEE*
=====================================================================================================================
                                                                   PROPOSED           PROPOSED
                                                                    MAXIMUM           MAXIMUM
                                               AMOUNT TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED          REGISTERED       PER SHARE (1)   OFFERING PRICE (1)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share       20,000 shares          $38.44           $768,800           $214.00
=====================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, based
     upon the average of the high and low prices of a share of the Company's
     common stock on the New York Stock Exchange on April 13, 1999, pursuant to
     Rule 457(c) and Rule 457(h).

* Shares of common stock of the registrant for issuance to nonemployee directors
of the registrant pursuant to the Smith International, Inc. Stock Plan for
Outside Directors have been previously registered under a Registration Statement
on Form S-8 (Registration No. 33-69840) of the registrant. The number of shares
of common stock being carried forward is 20,000, and the filing fee associated
with such shares that was previously paid with the earlier registration
statement (Registration No. 33-69840) was
$100.00.
2

     On February 4, 1998, the Board of Directors of the Company adopted, subject
to stockholder approval, an amendment to the Smith International, Inc. Stock
Plan for Outside Directors to increase from 20,000 to 40,000 the aggregate
number of shares of the Company's common stock, $1.00 par value, reserved for
issuance under the plan and to extend the expiration date of the plan to April
22, 2008. The amendment of the plan was approved by the stockholders of the
Company at the Annual Meeting of Stockholders held on April 22, 1998. The
contents of the Company's Registration Statement on Form S-8 (File No. 33-69840)
filed with the Securities and Exchange Commission on October 4, 1993 relating to
the plan, including the documents incorporated by reference therein, are
incorporated by reference into this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

     In addition to the exhibits filed or incorporated by reference into the
Registration Statement on Form S-8 dated October 4, 1993, the following
documents are filed as exhibits to this registration statement:

     4.1          Restated Certificate of Incorporation of the Company as
                  amended to date. Filed as Exhibit 3.1 to the Company's report
                  on Form 10-K for the year ended December 31, 1993 and
                  incorporated herein by reference.

     4.2          Bylaws of the Company as amended to date. Filed as Exhibit 3.1
                  to the Company's report on Form 8-K dated August 13, 1998 (and
                  filed on August 14, 1998) and incorporated herein by
                  reference.

     4.3          Rights Agreement, dated as of June 19, 1990, between the
                  Company and First Chicago Trust Company of New York. Filed as
                  Exhibit 4.1 to the Company's report on Form 10-K for the year
                  ended December 31, 1997 and incorporated herein by reference.

     *4.4         Smith International, Inc. Stock Plan for Outside Directors, as
                  amended.

     *5.1         Opinion of counsel regarding legality.

     *23.1        Consent of Arthur Andersen LLP.

     *23.2        Consent of counsel (included in the opinion of counsel, filed
                  herewith as Exhibit 5.1).

     *24.1        Power of Attorney (set forth on the signature page of this
                  registration statement).

------------------
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) Undertaking to Update

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:
3

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933.

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

     (b) Undertaking With Respect to Documents Incorporated by Reference

         The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Undertaking With Respect to Indemnification

         Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the registrant pursuant to the foregoing provision, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     of 1933 and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act of 1933 and will be
     governed by the final adjudication of such issue.

                                      II-2
4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on April 19, 1999.

                                         SMITH INTERNATIONAL, INC.

                                         By:  /s/ DOUGLAS L. ROCK
                                              ---------------------------------
                                              Douglas L. Rock,
                                              Chairman of the Board, Chief 
                                              Executive Officer, President and 
                                              Director

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Douglas L. Rock, Loren K.
Carroll, Neal S. Sutton and John J. Kennedy, or each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this registration
statement under the Securities Act of 1933, as amended, and any and all
amendments and exhibits to this registration statement and any other documents
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the same, as
fully as to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 19, 1999.
SIGNATURE                                           TITLE
         ---------                                           -----
/s/ DOUGLAS L. ROCK                             Chairman of the Board,
-------------------------------------              Chief Executive Officer,
        Douglas L. Rock                             President and Director                    
                                                                   

    /s/ LOREN K. CARROLL                      Executive Vice President and Director
-------------------------------------
        Loren K. Carroll

    /s/ JOHN J. KENNEDY                              Senior Vice President,
-------------------------------------               Chief Financial Officer
        John J. Kennedy                                  and Treasurer              
                                                                        

    /s/ BENJAMIN F. BAILAR                                  Director
-------------------------------------
        Benjamin F. Bailar

    /s/ G. CLYDE BUCK                                       Director
-------------------------------------
        G. Clyde Buck

    /s/ JAMES R. GIBBS                                      Director
-------------------------------------
        James R. Gibbs

    /s/ JERRY W. NEELY                                      Director
-------------------------------------
        Jerry W. Neely

    /s/ WALLACE S. WILSON                                   Director
-------------------------------------
        Wallace S. Wilson
II-3
5

                                  EXHIBIT INDEX
EXHIBIT
     NO.          DESCRIPTION
   -------        ------------
4.1    --    Restated Certificate of Incorporation of the Company as
                  amended to date. Filed as Exhibit 3.1 to the Company's report
                  on Form 10-K for the year ended December 31, 1993 and
                  incorporated herein by reference.

     4.2    --    Bylaws of the Company as amended to date. Filed as Exhibit 3.1
                  to the Company's report on Form 8-K dated August 13, 1998 (and
                  filed on August 14, 1998) and incorporated herein by
                  reference.

     4.3    --    Rights Agreement, dated as of June 19, 1990, between the
                  Company and First Chicago Trust Company of New York. Filed as
                  Exhibit 4.1 to the Company's report on Form 10-K for the year
                  ended December 31, 1997 and incorporated herein by reference.

     *4.4   --    Smith International, Inc. Stock Plan for Outside Directors, as
                  amended.

     *5.1   --    Opinion of counsel regarding legality.

     *23.1  --    Consent of Arthur Andersen LLP.

     *23.2  --    Consent of counsel (included in the opinion of counsel, filed
                  herewith as Exhibit 5.1).

     *24.1  --    Power of Attorney (set forth on the signature page of this
                  registration statement).
------------------
*Filed herewith.