<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2002
                                                 Registration No. 33-
================================================================================

                       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 of               (I.R.S. Employer
            incorporation)                       Identification No.)


  411 N. SAM HOUSTON PARKWAY, SUITE 600
             HOUSTON, TEXAS                             77060
 (Address of principal executive offices)             (Zip Code)



                            SMITH INTERNATIONAL, INC.
                            1989 LONG-TERM INCENTIVE
                                COMPENSATION PLAN
                            (Full title of the plan)


                                 NEAL S. SUTTON
      SENIOR VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                            SMITH INTERNATIONAL, INC.
                      411 N. SAM HOUSTON PARKWAY, SUITE 600
                              HOUSTON, TEXAS 77060
                                 (281) 443-3370
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE*
<Table>
<Caption>
=====================================================================================================================
                                                                  PROPOSED
                                                              MAXIMUM OFFERING       PROPOSED
                                              AMOUNT TO BE          PRICE        MAXIMUM 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     2,300,000 shares       $72.57          $166,911,000         $15,356
=====================================================================================================================
</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 May 21, 2002, pursuant to
     Rule 457(c) and Rule 457(h).

 *   Shares of common stock of the registrant for issuance to full-time salaried
employees of the registrant who are performing management, supervisory, sales,
scientific or engineering services or who are key employees of the registrant
pursuant to the Smith International, Inc. 1989 Long-Term Incentive Compensation
Plan have been previously registered under Registration Statements on Form S-8
(Registration No. 33-31556, Registration No. 33-56693 and Registration No.
333-76633). The number of shares of common stock being carried forward is
4,900,000, and the filing fees associated with such shares that were previously
paid with the earlier registration statements were $2,812.50 with Registration
No. 33-31556, $7,241.38 with Registration No. 33-56693 and $25,648 with
Registration No. 333-76633.

<PAGE>

     On February 6, 2002, the Board of Directors of Smith International, Inc.
(the "Registrant" or the "Company") adopted, subject to stockholder approval, an
amendment to the Smith International, Inc. 1989 Long-Term Incentive Compensation
Plan to increase from 4,900,000 to 7,200,000 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 24, 2012. The
amendment of the plan was approved by our stockholders at the annual meeting of
stockholders held on April 24, 2002.

     The contents of our registration statements on Form S-8 (Registration No.
33-31556, Registration No. 33-56693 and Registration No. 333-76633) filed with
the Securities and Exchange Commission on October 13, 1989, December 1, 1994 and
April 20, 1999, respectively, each 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 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     We incorporate by reference and make a part of this registration statement
the following documents as of their respective dates as filed with the
Securities and Exchange Commission:

     o    our Annual Report on Form 10-K for the year ended December 31, 2001,
          filed March 20, 2002;

     o    our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2002, filed May 15, 2002;

     o    Current Reports on Form 8-K filed April 4, 2002, April 18, 2002 and
          May 2, 2002; and

     o    the description of our common stock contained in our registration
          statement on Form 8-A filed May 20, 1959, including any amendment to
          that form that we may have filed in the past, or may file in the
          future, for the purpose of updating our description of our common
          stock.

     All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effective date of this registration statement, prior to the filing of a
post-effective amendment which indicates that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement to be a part hereof from the date of filing of such
documents.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power, under specified circumstances, to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
an action or proceeding to which he or she is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action, that
they had no reasonable cause to believe their conduct was unlawful. With respect
to suits by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available if
such person is adjudged to be liable to the corporation unless the court
determines that indemnification is appropriate. Additionally, a corporation is
required to indemnify its directors and officers against expenses to the extent
that such directors or officers have been successful on the merits or otherwise
in any action, suit or proceeding or in defense of any claim, issue or matter
therein. Indemnification can be made by the corporation only upon a
determination


                                      II-2
<PAGE>

that indemnification is proper in the circumstances because the
party seeking indemnification has met the applicable standard of conduct as set
forth in the General Corporation Law of the State of Delaware. A corporation
also has the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation against any liability
asserted against such person or incurred by such person in any capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of the law.

     The Company's restated certificate of incorporation and the amended bylaws
extend indemnification rights to the Company's directors, officers, employees
and agents to the fullest extent authorized by the General Corporation Law of
the State of Delaware. The restated certificate of incorporation and the amended
bylaws also permit the Company to maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company against any
liability asserted against such person and incurred by such person in such
capacity, whether or not the Company would have the power or the obligation to
indemnify such person against such liability. Reference is made to the restated
certificate of incorporation and the amended bylaws of the Company.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director of the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
provided that such provisions may not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's restated certificate of incorporation
contains such a provision, and further provides that if the General Corporation
Law of the State of Delaware is amended to further eliminate or limit the
personal liability of directors, then the liability of the directors of the
Company shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware.

     The above discussion of the Company's restated certificate of incorporation
and amended bylaws and of Sections 102(b)(7) and 145 of the General Corporation
Law of the State of Delaware is not intended to be exhaustive and is qualified
in its entirety by such restated certificate of incorporation, amended bylaws
and statutes.


ITEM 8.  EXHIBITS.

     In addition to the exhibits filed or incorporated by reference into the
registration statements on Form S-8 dated October 13, 1989, December 1, 1994 and
April 20, 1999, respectively, the following documents are filed as exhibits to
this registration statement:

     4.1          Restated Certificate of Incorporation of the Company as
                  amended by Certificate of Amendment of Articles of
                  Incorporation of the Company, dated as of July 8, 1987, and
                  Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated November 17, 1987. 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          Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001. Filed as
                  Exhibit 3.2 to the Company's Registration Statement on Form
                  S-8 dated July 26, 2001 and incorporated herein by reference.

     4.3          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.


                                      II-3
<PAGE>

     4.4          Rights Agreement, dated as of June 8, 2000, between the
                  Company and First Chicago Trust Company of New York, as Rights
                  Agent. Filed as Exhibit 4.1 to the Company's report on Form
                  8-A, dated June 15, 2000, and incorporated herein by
                  reference.

     4.5          Amendment to Rights Agreement dated June 8, 2000, by and among
                  the Company and First Chicago Trust Company of New York and
                  effective as of October 1, 2001. Filed as Exhibit 4.1 to the
                  Company's report on Form 10-Q for the quarter ended September
                  30, 2001 and incorporated herein by reference.

     4.6          Form of Indenture between the Company and The Bank of New
                  York, as Trustee. Filed as Exhibit 4.1 to the Company's
                  Registration Statement on Form S-3 dated August 22, 1997 and
                  incorporated herein by reference.

     4.7          Form of Note. Filed as Exhibit 4.2 to Amendment No. 1 to the
                  Company's Registration Statement on Form S-3 dated September
                  9, 1997 and incorporated herein by reference.

     4.8          Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K dated February 13, 2001 and incorporated herein by
                  reference.

     *4.9         Smith International, Inc. 1989 Long-Term Incentive
                  Compensation Plan, 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) Rule 415 Offering

         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:

                           (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;


                                      II-4
<PAGE>

                           (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) Filings Incorporating Subsequent Exchange Act Documents 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.

     (h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8

         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 provisions, 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-5
<PAGE>

                                   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 May 23, 2002.

                                         SMITH INTERNATIONAL, INC.


                                         By:  /s/ DOUG ROCK
                                             -------------------------
                                             Doug Rock,
                                             Chairman of the Board,
                                             Chief Executive Officer,
                                             President and Director


                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Doug Rock, Loren K. Carroll,
Neal S. Sutton and Margaret K. Dorman, 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 May 23, 2002.

<TABLE>
<CAPTION>
                       SIGNATURE                                                                     TITLE
                       ---------                                                                     -----

<S>                                                                               <C>
                     /s/ DOUG ROCK                                                          Chairman of the Board,
-----------------------------------------------------                                      Chief Executive Officer,
                       Doug Rock                                                            President and Director


                /s/ MARGARET K. DORMAN                                                      Senior Vice President,
-----------------------------------------------------                                     Chief Financial Officer and
                  Margaret K. Dorman                                                    Treasurer (Principal Financial
                                                                                   Officer and Principal Accounting Officer)


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


                /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-6
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------

<S>               <C>
  4.1             Restated Certificate of Incorporation of the Company as
                  amended by Certificate of Amendment of Articles of
                  Incorporation of the Company, dated as of July 8, 1987, and
                  Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated November 17, 1987. 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             Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001. Filed as
                  Exhibit 3.2 to the Company's Registration Statement on Form
                  S-8 dated July 26, 2001 and incorporated herein by reference.

  4.3             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.

  4.4             Rights Agreement, dated as of June 8, 2000, between the
                  Company and First Chicago Trust Company of New York, as Rights
                  Agent. Filed as Exhibit 4.1 to the Company's report on Form
                  8-A, dated June 15, 2000, and incorporated herein by
                  reference.

  4.5             Amendment to Rights Agreement dated June 8, 2000, by and among
                  the Company and First Chicago Trust Company of New York (the
                  "Rights Agent") and effective as of October 1, 2001. Filed as
                  Exhibit 4.1 to the Company's report on Form 10-Q for the
                  quarter ended September 30, 2001 and incorporated herein by
                  reference.

  4.6             Form of Indenture between the Company and The Bank of New
                  York, as Trustee. Filed as Exhibit 4.1 to the Company's
                  Registration Statement on Form S-3 dated August 22, 1997 and
                  incorporated herein by reference.

  4.7             Form of Note. Filed as Exhibit 4.2 to Amendment No. 1 to the
                  Company's Registration Statement on Form S-3 dated September
                  9, 1997 and incorporated herein by reference.

  4.8             Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K dated February 13, 2001 and incorporated herein by
                  reference.

  *4.9            Smith International, Inc. 1989 Long-Term Incentive
                  Compensation Plan, 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.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2002
                                                 Registration No. 33-
================================================================================

                       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 of               (I.R.S. Employer
            incorporation)                       Identification No.)

  411 N. SAM HOUSTON PARKWAY, SUITE 600
             HOUSTON, TEXAS                             77060
 (Address of principal executive offices)             (Zip Code)

                            SMITH INTERNATIONAL, INC.
                            1989 LONG-TERM INCENTIVE
                                COMPENSATION PLAN
                            (Full title of the plan)

                                 NEAL S. SUTTON
      SENIOR VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
                            SMITH INTERNATIONAL, INC.
                      411 N. SAM HOUSTON PARKWAY, SUITE 600
                              HOUSTON, TEXAS 77060
                                 (281) 443-3370
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE*
=====================================================================================================================
                                                                  PROPOSED
                                                              MAXIMUM OFFERING       PROPOSED
                                              AMOUNT TO BE          PRICE        MAXIMUM 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     2,300,000 shares       $72.57          $166,911,000         $15,356
=====================================================================================================================
(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 May 21, 2002, pursuant to
     Rule 457(c) and Rule 457(h).

 *   Shares of common stock of the registrant for issuance to full-time salaried
employees of the registrant who are performing management, supervisory, sales,
scientific or engineering services or who are key employees of the registrant
pursuant to the Smith International, Inc. 1989 Long-Term Incentive Compensation
Plan have been previously registered under Registration Statements on Form S-8
(Registration No. 33-31556, Registration No. 33-56693 and Registration No.
333-76633). The number of shares of common stock being carried forward is
4,900,000, and the filing fees associated with such shares that were previously
paid with the earlier registration statements were $2,812.50 with Registration
No. 33-31556, $7,241.38 with Registration No. 33-56693 and $25,648 with
Registration No. 333-76633.
On February 6, 2002, the Board of Directors of Smith International, Inc.
(the "Registrant" or the "Company") adopted, subject to stockholder approval, an
amendment to the Smith International, Inc. 1989 Long-Term Incentive Compensation
Plan to increase from 4,900,000 to 7,200,000 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 24, 2012. The
amendment of the plan was approved by our stockholders at the annual meeting of
stockholders held on April 24, 2002.

     The contents of our registration statements on Form S-8 (Registration No.
33-31556, Registration No. 33-56693 and Registration No. 333-76633) filed with
the Securities and Exchange Commission on October 13, 1989, December 1, 1994 and
April 20, 1999, respectively, each 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 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     We incorporate by reference and make a part of this registration statement
the following documents as of their respective dates as filed with the
Securities and Exchange Commission:

     o    our Annual Report on Form 10-K for the year ended December 31, 2001,
          filed March 20, 2002;

     o    our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2002, filed May 15, 2002;

     o    Current Reports on Form 8-K filed April 4, 2002, April 18, 2002 and
          May 2, 2002; and

     o    the description of our common stock contained in our registration
          statement on Form 8-A filed May 20, 1959, including any amendment to
          that form that we may have filed in the past, or may file in the
          future, for the purpose of updating our description of our common
          stock.

     All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effective date of this registration statement, prior to the filing of a
post-effective amendment which indicates that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement to be a part hereof from the date of filing of such
documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power, under specified circumstances, to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
an action or proceeding to which he or she is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action, that
they had no reasonable cause to believe their conduct was unlawful. With respect
to suits by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available if
such person is adjudged to be liable to the corporation unless the court
determines that indemnification is appropriate. Additionally, a corporation is
required to indemnify its directors and officers against expenses to the extent
that such directors or officers have been successful on the merits or otherwise
in any action, suit or proceeding or in defense of any claim, issue or matter
therein. Indemnification can be made by the corporation only upon a
determination

                                      II-2
that indemnification is proper in the circumstances because the
party seeking indemnification has met the applicable standard of conduct as set
forth in the General Corporation Law of the State of Delaware. A corporation
also has the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation against any liability
asserted against such person or incurred by such person in any capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of the law.

     The Company's restated certificate of incorporation and the amended bylaws
extend indemnification rights to the Company's directors, officers, employees
and agents to the fullest extent authorized by the General Corporation Law of
the State of Delaware. The restated certificate of incorporation and the amended
bylaws also permit the Company to maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company against any
liability asserted against such person and incurred by such person in such
capacity, whether or not the Company would have the power or the obligation to
indemnify such person against such liability. Reference is made to the restated
certificate of incorporation and the amended bylaws of the Company.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director of the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
provided that such provisions may not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's restated certificate of incorporation
contains such a provision, and further provides that if the General Corporation
Law of the State of Delaware is amended to further eliminate or limit the
personal liability of directors, then the liability of the directors of the
Company shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware.

     The above discussion of the Company's restated certificate of incorporation
and amended bylaws and of Sections 102(b)(7) and 145 of the General Corporation
Law of the State of Delaware is not intended to be exhaustive and is qualified
in its entirety by such restated certificate of incorporation, amended bylaws
and statutes.

ITEM 8.  EXHIBITS.

     In addition to the exhibits filed or incorporated by reference into the
registration statements on Form S-8 dated October 13, 1989, December 1, 1994 and
April 20, 1999, respectively, the following documents are filed as exhibits to
this registration statement:

     4.1          Restated Certificate of Incorporation of the Company as
                  amended by Certificate of Amendment of Articles of
                  Incorporation of the Company, dated as of July 8, 1987, and
                  Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated November 17, 1987. 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          Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001. Filed as
                  Exhibit 3.2 to the Company's Registration Statement on Form
                  S-8 dated July 26, 2001 and incorporated herein by reference.

     4.3          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.

                                      II-3
4.4          Rights Agreement, dated as of June 8, 2000, between the
                  Company and First Chicago Trust Company of New York, as Rights
                  Agent. Filed as Exhibit 4.1 to the Company's report on Form
                  8-A, dated June 15, 2000, and incorporated herein by
                  reference.

     4.5          Amendment to Rights Agreement dated June 8, 2000, by and among
                  the Company and First Chicago Trust Company of New York and
                  effective as of October 1, 2001. Filed as Exhibit 4.1 to the
                  Company's report on Form 10-Q for the quarter ended September
                  30, 2001 and incorporated herein by reference.

     4.6          Form of Indenture between the Company and The Bank of New
                  York, as Trustee. Filed as Exhibit 4.1 to the Company's
                  Registration Statement on Form S-3 dated August 22, 1997 and
                  incorporated herein by reference.

     4.7          Form of Note. Filed as Exhibit 4.2 to Amendment No. 1 to the
                  Company's Registration Statement on Form S-3 dated September
                  9, 1997 and incorporated herein by reference.

     4.8          Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K dated February 13, 2001 and incorporated herein by
                  reference.

     *4.9         Smith International, Inc. 1989 Long-Term Incentive
                  Compensation Plan, 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) Rule 415 Offering

         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:

                           (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;

                                      II-4
(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) Filings Incorporating Subsequent Exchange Act Documents 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.

     (h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8

         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 provisions, 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-5
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 May 23, 2002.

                                         SMITH INTERNATIONAL, INC.

                                         By:  /s/ DOUG ROCK
                                             -------------------------
                                             Doug Rock,
                                             Chairman of the Board,
                                             Chief Executive Officer,
                                             President and Director

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Doug Rock, Loren K. Carroll,
Neal S. Sutton and Margaret K. Dorman, 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 May 23, 2002.
SIGNATURE                                                                     TITLE
                       ---------                                                                     -----
/s/ DOUG ROCK                                                          Chairman of the Board,
-----------------------------------------------------                                      Chief Executive Officer,
                       Doug Rock                                                            President and Director

                /s/ MARGARET K. DORMAN                                                      Senior Vice President,
-----------------------------------------------------                                     Chief Financial Officer and
                  Margaret K. Dorman                                                    Treasurer (Principal Financial
                                                                                   Officer and Principal Accounting Officer)

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

                /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-6
EXHIBIT INDEX
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
4.1             Restated Certificate of Incorporation of the Company as
                  amended by Certificate of Amendment of Articles of
                  Incorporation of the Company, dated as of July 8, 1987, and
                  Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated November 17, 1987. 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             Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001. Filed as
                  Exhibit 3.2 to the Company's Registration Statement on Form
                  S-8 dated July 26, 2001 and incorporated herein by reference.

  4.3             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.

  4.4             Rights Agreement, dated as of June 8, 2000, between the
                  Company and First Chicago Trust Company of New York, as Rights
                  Agent. Filed as Exhibit 4.1 to the Company's report on Form
                  8-A, dated June 15, 2000, and incorporated herein by
                  reference.

  4.5             Amendment to Rights Agreement dated June 8, 2000, by and among
                  the Company and First Chicago Trust Company of New York (the
                  "Rights Agent") and effective as of October 1, 2001. Filed as
                  Exhibit 4.1 to the Company's report on Form 10-Q for the
                  quarter ended September 30, 2001 and incorporated herein by
                  reference.

  4.6             Form of Indenture between the Company and The Bank of New
                  York, as Trustee. Filed as Exhibit 4.1 to the Company's
                  Registration Statement on Form S-3 dated August 22, 1997 and
                  incorporated herein by reference.

  4.7             Form of Note. Filed as Exhibit 4.2 to Amendment No. 1 to the
                  Company's Registration Statement on Form S-3 dated September
                  9, 1997 and incorporated herein by reference.

  4.8             Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K dated February 13, 2001 and incorporated herein by
                  reference.

  *4.9            Smith International, Inc. 1989 Long-Term Incentive
                  Compensation Plan, 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.