<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001

                                                    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 of               (I.R.S. employer
    incorporation or organization)               identification no.)

     411 N. SAM HOUSTON PARKWAY, SUITE 600
               HOUSTON, TEXAS                           77060
    (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.
                      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
                                                                  PROPOSED          MAXIMUM
                                                              MAXIMUM OFFERING     AGGREGATE
                                              AMOUNT TO BE          PRICE           OFFERING           AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PER SHARE(1)        PRICE(1)       REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

<S>                                           <C>             <C>                 <C>              <C>
Common Stock, par value $1.00 per share       20,000 shares        $54.53         $1,090,600             $273
===================================================================================================================
</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 Common Stock on
     the New York Stock Exchange on July 25, 2001, pursuant to Rule 457(c) and
     Rule 457(h).

* Shares of common stock of the registrant for issuance to non-employee
directors of the registrant pursuant to the Smith International, Inc. Stock Plan
for Outside Directors have been previously registered under Registration
Statements on Form S-8 (Registration No. 33-69840 and Registration No.
333-76635) of the registrant. The number of shares of common stock being carried
forward is 40,000. The filing fees associated with the 40,000 shares that were
previously paid with the earlier registration statements (Registration No.
33-69840 and Registration No. 333-76635) were $100.00 and $214.00, respectively.




                                       1
<PAGE>   2



         On December 6, 2000, the Board of Directors of the Company adopted,
subject to stockholder approval, amendments to the Smith International, Inc.
Stock Plan for Outside Directors to (i) increase from 40,000 to 60,000 the
aggregate number of shares of the Company's common stock, $1.00 par value,
available for issuance under the plan, (ii) increase the annual grant of common
stock to non-employee directors under the plan from 200 to 400 shares, effective
January 1, 2001, and (iii) extend the term of the plan until April 25, 2011. The
stockholders of the Company approved the amendments to the plan at the Annual
Meeting of Stockholders held on May 22, 2001.

         The contents of the Company's Registration Statements on Form S-8
(Registration No. 33-69840 and Registration No. 333-76635) filed with the
Securities and Exchange Commission on October 4, 1993 and April 20, 1999,
respectively, relating to the plan, including the documents incorporated by
reference therein, are incorporated by reference into this registration
statement.




                                       2
<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

         In addition to the exhibits filed or incorporated by reference into the
Registration Statements on Form S-8 dated October 4, 1993 and April 20, 1999,
the following documents are filed as exhibits to this registration statement:

  3.1      --     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.

 *3.2      --     Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001.

  3.3      --     Restated Bylaws of the Company. 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.

  4.1      --     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.

  4.2      --     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.

  4.3      --     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.

  4.4      --     Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K, dated February 15, 2001, and incorporated herein by
                  reference.

 *4.5      --     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)      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



                                      II-1
<PAGE>   4

                  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)      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 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>   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 July 26, 2001.

                               SMITH INTERNATIONAL, INC.


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




                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Doug Rock, Margaret K. Dorman,
Loren K. Carroll and Neal S. Sutton, or each of them (with full power to each of
them to act alone), his or her true and lawful attorney-in-fact and agent, with
full power of substitution, for him or her and on his or her behalf and in his
or her 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 or
she himself or herself 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 July 26, 2001.



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

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

         /s/ MARGARET K. DORMAN                               Senior Vice President,
         ----------------------------------                   Chief Financial Officer
         Margaret K. Dorman                                   and 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
</TABLE>





                                      II-3
<PAGE>   6


<TABLE>
<S>                                                           <C>
         /s/ JERRY W. NEELY                                   Director
         ----------------------------------
         Jerry W. Neely

         /s/ WALLACE S. WILSON                                Director
         ----------------------------------
         Wallace S. Wilson
</TABLE>





                                      II-4
<PAGE>   7



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION
  ------                            -----------

<S>               <C>
    3.1    --     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.

   *3.2    --     Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001.

    3.3    --     Restated Bylaws of the Company. 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.

    4.1    --     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.

    4.2    --     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.

    4.3    --     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.

    4.4    --     Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K, dated February 15, 2001, and incorporated herein by
                  reference.

   *4.5    --     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", "filename": "h89306s-8.txt", "description": "SMITH INTERNATIONAL INC", "secsgml_size_bytes": 19766}]
{"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": "333-65912", "film-number": "1689864"}, "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 JULY 26, 2001

                                                    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 of               (I.R.S. employer
    incorporation or organization)               identification no.)

     411 N. SAM HOUSTON PARKWAY, SUITE 600
               HOUSTON, TEXAS                           77060
    (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.
                      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
                                                                  PROPOSED          MAXIMUM
                                                              MAXIMUM OFFERING     AGGREGATE
                                              AMOUNT TO BE          PRICE           OFFERING           AMOUNT OF
   TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PER SHARE(1)        PRICE(1)       REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share       20,000 shares        $54.53         $1,090,600             $273
===================================================================================================================
(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 Common Stock on
     the New York Stock Exchange on July 25, 2001, pursuant to Rule 457(c) and
     Rule 457(h).

* Shares of common stock of the registrant for issuance to non-employee
directors of the registrant pursuant to the Smith International, Inc. Stock Plan
for Outside Directors have been previously registered under Registration
Statements on Form S-8 (Registration No. 33-69840 and Registration No.
333-76635) of the registrant. The number of shares of common stock being carried
forward is 40,000. The filing fees associated with the 40,000 shares that were
previously paid with the earlier registration statements (Registration No.
33-69840 and Registration No. 333-76635) were $100.00 and $214.00, respectively.

                                       1
2

         On December 6, 2000, the Board of Directors of the Company adopted,
subject to stockholder approval, amendments to the Smith International, Inc.
Stock Plan for Outside Directors to (i) increase from 40,000 to 60,000 the
aggregate number of shares of the Company's common stock, $1.00 par value,
available for issuance under the plan, (ii) increase the annual grant of common
stock to non-employee directors under the plan from 200 to 400 shares, effective
January 1, 2001, and (iii) extend the term of the plan until April 25, 2011. The
stockholders of the Company approved the amendments to the plan at the Annual
Meeting of Stockholders held on May 22, 2001.

         The contents of the Company's Registration Statements on Form S-8
(Registration No. 33-69840 and Registration No. 333-76635) filed with the
Securities and Exchange Commission on October 4, 1993 and April 20, 1999,
respectively, relating to the plan, including the documents incorporated by
reference therein, are incorporated by reference into this registration
statement.

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

         In addition to the exhibits filed or incorporated by reference into the
Registration Statements on Form S-8 dated October 4, 1993 and April 20, 1999,
the following documents are filed as exhibits to this registration statement:

  3.1      --     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.

 *3.2      --     Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001.

  3.3      --     Restated Bylaws of the Company. 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.

  4.1      --     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.

  4.2      --     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.

  4.3      --     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.

  4.4      --     Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K, dated February 15, 2001, and incorporated herein by
                  reference.

 *4.5      --     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)      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

                                      II-1
4

                  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)      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 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
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 July 26, 2001.

                               SMITH INTERNATIONAL, INC.

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

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Doug Rock, Margaret K. Dorman,
Loren K. Carroll and Neal S. Sutton, or each of them (with full power to each of
them to act alone), his or her true and lawful attorney-in-fact and agent, with
full power of substitution, for him or her and on his or her behalf and in his
or her 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 or
she himself or herself 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 July 26, 2001.
SIGNATURE                                                TITLE
                  ---------                                                -----
/s/ DOUG ROCK                                        Chairman of the Board,
         ----------------------------------                   Chief Executive Officer,
         Doug Rock                                            President and Chief Operating Officer

         /s/ MARGARET K. DORMAN                               Senior Vice President,
         ----------------------------------                   Chief Financial Officer
         Margaret K. Dorman                                   and 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
II-3
6
/s/ JERRY W. NEELY                                   Director
         ----------------------------------
         Jerry W. Neely

         /s/ WALLACE S. WILSON                                Director
         ----------------------------------
         Wallace S. Wilson
II-4
7

                                  EXHIBIT INDEX
EXHIBIT
  NUMBER                            DESCRIPTION
  ------                            -----------
3.1    --     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.

   *3.2    --     Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company, dated May 23, 2001.

    3.3    --     Restated Bylaws of the Company. 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.

    4.1    --     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.

    4.2    --     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.

    4.3    --     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.

    4.4    --     Form of Note. Filed as Exhibit 4.1 to the Company's report on
                  Form 8-K, dated February 15, 2001, and incorporated herein by
                  reference.

   *4.5    --     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).
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*Filed herewith.