<PAGE>   1
       As filed with the Securities and Exchange Commission on May 9, 2000

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                 DELAWARE                                      04-2515019
(State or other jurisdiction of incorporation               (I.R.S EMPLOYER
              or organization)                             IDENTIFICATION NO.)

         515 POST OAK BOULEVARD,
                SUITE 600                                         77027
              HOUSTON, TEXAS
  (Address of Principal Executive Offices)                     (Zip Code)




  WEATHERFORD INTERNATIONAL, INC. 1998 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
               WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
                STOCK OPTION AGREEMENTS DATED SEPTEMBER 8, 1998
                    WITH NON-EMPLOYEE DIRECTORS, AS AMENDED
             WARRANT AGREEMENT DATED SEPTEMBER 8, 1998, AS AMENDED
                            (Full title of the plan)



                             BERNARD J. DUROC-DANNER
                         WEATHERFORD INTERNATIONAL, INC.
                        515 POST OAK BOULEVARD, SUITE 600
                              HOUSTON, TEXAS 77027
                     (Name and address of agent for service)

                                 (713) 693-4000
          (Telephone number, including area code, of agent for service)

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



<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
======================================= ========================= ======================== ========================= ===============
                                                                     PROPOSED MAXIMUM          PROPOSED MAXIMUM        AMOUNT OF
 TITLE OF SECURITIES TO BE                    AMOUNT TO BE          OFFERING PRICE PER        AGGREGATE OFFERING      REGISTRATION
        REGISTERED                             REGISTERED                SHARE(1)                  PRICE(1)               FEE
--------------------------------------- ------------------------- ------------------------ ------------------------- ---------------
<S>                                     <C>                       <C>                      <C>                       <C>
Common Stock, $1.00 par value                15,265,918(2)                $42.125              $643,076,795.75          $169,775
======================================= ========================= ======================== ========================= ===============
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
     average of the high and low sales prices of a share of Common Stock as
     reported by the New York Stock Exchange, Inc. on May 3, 2000.
(2)  Includes (i) 11,704,120 shares of Common Stock for the Weatherford
     International, Inc. 1998 Employee Stock Option Plan, (ii) 3,000,000 shares
     of Common Stock for the Weatherford International, Inc. 401(k) Savings
     Plan, (iii) an aggregate of 561,798 shares of Common Stock of Weatherford
     International, Inc. for stock option agreements and a warrant agreement
     with each of our non-employee directors and (iv) an indeterminable number
     of shares of Common Stock issuable as a result of the anti-dilution
     provisions foregoing plans.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an undeterminate amount of interests to be
offered or sold pursuant to the Weatherford International, Inc. 401(k) Savings
Plan.

================================================================================



<PAGE>   2






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             Weatherford International, Inc., a Delaware corporation (the
"Company" or "Registrant"), and the Weatherford International, Inc. 401(k)
Savings Plan (the "401(k) Plan") incorporate by reference in this Registration
Statement the following documents:

             1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;

             2. The Registrant's Current Report on Form 8-K dated April 17,
2000;

             3. The description of the Registrant's common stock, $1.00 par
value ("Common Stock"), contained in a registration statement on Form 8-A (filed
May 19, 1994) and as amended by the Registrant's Registration Statement on Form
S-3 (Registration No. 333-12367), including any amendment or report filed for
the purpose of updating such description; and

             4. The 401(k) Plan's Annual Report on Form 11-K for the year ended
December 31, 1998.

             All documents filed by the Registrant and the 401(k) Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Pursuant to an agreement with the Registrant, Curtis W. Huff,
Executive Vice President, Chief Financial Officer, General Counsel and Secretary
of the Registrant, holds 56,250 restricted shares of Common Stock and options to
purchase 100,000 shares of Common Stock. Mr. Huff is eligible to participate in
the Weatherford International, Inc. 1998 Employee Stock Option Plan and holds
options to purchase an additional 234,073 shares of Common Stock thereunder. Mr.
Huff also is eligible to participate in the 401(k) Plan.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to


                                      II-2
<PAGE>   3

the Registrant or its stockholders for monetary damages for breach of their
fiduciary duty, subject to the described exceptions specified by Delaware law.

             Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.
("Lehman Brothers"), constitute two of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of the Registrant at the request of
Lehman Brothers and Holdings.

             Section 145 of the Delaware General Corporation Law also empowers
the Registrant to purchase and maintain insurance on behalf of any person who is
or was an officer or director of the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes. Messrs.
Butters and Millard are insured against certain liabilities which they may incur
in their capacity as directors pursuant to insurance maintained by Holdings.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

ITEM 8.      EXHIBITS.

             4.1  -   Amended and Restated Certificate of Incorporation of the
                      Registrant, as amended (incorporated by reference to
                      Exhibit No. 3.1 to the Registrant's Annual Report on Form
                      10-K for the year ended December 31, 1998 (File No.
                      1-13086).

             4.2  -   Amended and Restated By-laws of the Registrant, as amended
                      (incorporated by reference to Exhibit No. 3.2 to the
                      Registrant's Current Report on Form 8-K (File 1-13086),
                      filed June 2, 1998).

             4.3  -   Amended and Restated Credit Agreement dated as of May 27,
                      1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase
                      Bank of Texas, National Association, as U.S.
                      Administrative Agent, The Bank of Nova Scotia, as
                      Documentation Agent and Canadian Agent, ABN AMRO Bank,
                      N.V., as Syndication Agent, and the other Lenders defined
                      therein, including the forms of Notes (incorporated by
                      reference to Exhibit No. 4.1 to the Registrant's Current
                      Report on Form 8-K (File 1-13086) filed June 16, 1998).

             4.4  -   Indenture dated as of October 15, 1997, between EVI, Inc.
                      and The Chase Manhattan Bank, as Trustee (incorporated by
                      reference to Exhibit No. 4.13 to the Registrant's
                      Registration Statement on Form S-3 (Reg. No. 333-45207)).


                                      II-3
<PAGE>   4

             4.5  -   First Supplemental Indenture dated as of October 28, 1997,
                      between EVI, Inc. and The Chase Manhattan Bank, as Trustee
                      (including Form of Debenture) (incorporated by reference
                      to Exhibit 4.2 to the Registrant's Current Report on Form
                      8-K (File 1-13086) filed November 5, 1997).

             4.6  -   Registration Rights Agreement dated November 3, 1997, by
                      and among EVI, Inc., Morgan Stanley & Co. Incorporated,
                      Donaldson, Lufkin & Jenrette Securities Corporation,
                      Credit Suisse First Boston Corporation, Lehman Brothers
                      Inc., Prudential Securities Incorporated and Schroder &
                      Co. Inc. (incorporated by reference to Exhibit 4.3 to the
                      Registrant's Current Report on Form 8-K (File 1-13086)
                      filed November 5, 1997).

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

             4.8  -   First Supplemental Indenture dated and effective as of May
                      27, 1998, between EVI Weatherford, Inc., the successor by
                      merger to Weatherford Enterra, Inc., and Bank of Montreal
                      Trust Company, as Trustee (incorporated by reference to
                      Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report
                      on Form 8-K (File No. 1-7867) filed June 2, 1996).

             4.9  -   Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
                      15, 2006 (incorporated by reference to Exhibit 4.2 to
                      Weatherford Enterra, Inc.'s Current Report on Form 8-K
                      (File No. 1-7867) dated May 28, 1996).

             4.10 -   Participation Agreement dated December 8, 1998, by and
                      among Weatherford Enterra Compression Company, L.P., ABN
                      AMRO Bank N.V., as Administrative Agent, Arranger and
                      Syndication Agent, Chase Bank of Texas, National
                      Association, and the Lessors listed on Schedule I thereto
                      (incorporated by reference to Exhibit 4.16 to Amendment
                      No. 2 to the Registrant's Registration Statement on Form
                      S-4 (Reg. No. 333-65663)).

             4.11 -   Master Lease Intended as Security dated as of December 8,
                      1998, between Weatherford Enterra Compression Company,
                      L.P., as Lessee, and ABN AMRO Bank N.V., as Administrative
                      Agent for the Lessors (incorporated by reference to
                      Exhibit 4.17 to Amendment No. 2 to the Registrant's
                      Registration Statement on Form S-4 (Reg. No. 333-65663)).

             4.12 -   Guaranty Agreement dated as of December 8, 1998, between
                      Weatherford International, Inc. and ABN AMRO Bank N.V., as
                      Administrative Agent for the Lessors (incorporated by
                      reference to Exhibit 4.18 to Amendment No. 2 to the
                      Registrant's Registration Statement on Form S-4 (Reg. No.
                      333-65663)).

             4.13 -   Weatherford International, Inc. 1998 Employee Stock Option
                      Plan, including form of agreement for officers
                      (incorporated by reference to Exhibit 10.22 to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1998 (File No. 1-13086)).

             4.14 -   Form of Stock Option Agreement for Non-Employee Directors
                      dated September 8, 1998 (incorporated by reference to
                      Exhibit 10.23 to Registrant's Annual Report on Form 10-K
                      for the year ended December 31, 1998 (File No. 1-13086)).


                                      II-4
<PAGE>   5

             4.15 -   Form of Warrant Agreement with Robert K. Moses, Jr. dated
                      September 8, 1998 (incorporated by reference to Exhibit
                      10.24 for the year ended December 31, 1998 (File No.
                      1-13086)).

             4.16 -   Weatherford International, Inc. 401(k) Savings Plan.

             4.17 -   Form of Amendment to Stock Option Agreements dated
                      September 8, 1998, for Non-Employee Directors.

             4.18 -   Form of Amendment to Warrant Agreement dated September 8,
                      1998, with Robert K. Moses, Jr.

             4.19 -   Amendment to Stock Option Programs.

             5.1  -   Opinion of Curtis W. Huff, General Counsel of the
                      Registrant.

             23.1 -   Consent of Curtis W. Huff, General Counsel of the
                      Registrant (included in Exhibit 5.1).

             23.2 -   Consent of Arthur Andersen LLP with respect to Weatherford
                      International, Inc.

             23.3 -   Consent of Arthur Andersen LLP with respect to Weatherford
                      International, Inc. 401(k) Savings Plan.

             24.1 -   Powers of Attorney (included on page II-7 of this
                      Registration Statement).

             The 401(k) Plan has been submitted to the Internal Revenue Service
(the "IRS"), and the Registrant hereby undertakes to submit any amendment
thereto to the IRS in a timely manner and will make all changes required by the
IRS in order to qualify such plan.

ITEM 9.      UNDERTAKINGS.

             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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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


                                      II-5


<PAGE>   6


           Provided, however, that paragraphs (1)(i) and (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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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 herein, 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.

           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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           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 Securities and
Exchange 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-6
<PAGE>   7






                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, 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 9, 2000.

                                   WEATHERFORD INTERNATIONAL, INC.



                                   By:       /s/ Bernard J. Duroc-Danner
                                      ------------------------------------------
                                               Bernard J. Duroc-Danner
                                          President, Chief Executive Officer,
                                         Chairman of the Board and Director
                                            (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Curtis W.
Huff, or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

               Signature                                        Title                                    Date
               ---------                                        -----                                    ----
<S>                                             <C>                                                 <C>
     /s/ Bernard J. Duroc-Danner                 President, Chief Executive Officer,                  May 9, 2000
------------------------------------             Chairman of the Board and Director
        Bernard J. Duroc-Danner                    (Principal Executive Officer)

         /s/ Curtis W. Huff                       Executive Vice President and Chief                  May 9, 2000
------------------------------------                      Financial Officer
         Curtis W. Huff                                (Principal Financial and
                                                         Accounting Officer)

         /s/ Philip Burguieres                                 Director                               May 9, 2000
------------------------------------
           Philip Burguieres

         /s/ David J. Butters                                  Director                               May 9, 2000
------------------------------------
            David J. Butters

         /s/ Sheldon B. Lubar                                  Director                               May 9, 2000
------------------------------------
            Sheldon B. Lubar

         /s/ William E. Macaulay                               Director                               May 9, 2000
-------------------------------------
          William E. Macaulay

         /s/ Robert B. Millard                                 Director                               May 9, 2000
------------------------------------
           Robert B. Millard

         /s/ Robert K. Moses, Jr.                              Director                               May 9, 2000
------------------------------------
          Robert K. Moses, Jr.
                                                               Director                               May 9, 2000
          /s/ Robert A. Rayne
------------------------------------
            Robert A. Rayne
</TABLE>


                                      II-7
<PAGE>   8






                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of Weatherford International, Inc. 401(k) Savings Plan
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 9, 2000.

                                        WEATHERFORD INTERNATIONAL, INC.
                                        401(k) SAVINGS PLAN



                                        By: /s/ Jon R. Nicholson
                                            ------------------------------------
                                                Jon R. Nicholson
                                                Member, Administrative Committee


                                      II-8
<PAGE>   9
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

    Exhibit
    Number                         Description
    ------                         -----------
<S>             <C>
      4.1       Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated by reference to Exhibit No.
                3.1 to the Registrant's Annual Report on Form 10-K for the year
                ended December 31, 1998 (File No. 1-13086).

      4.2       Amended and Restated By-laws of the Registrant, as amended
                (incorporated by reference to Exhibit No. 3.2 to the
                Registrant's Current Report on Form 8-K (File 1-13086) filed
                June 2, 1998).

      4.3       Amended and Restated Credit Agreement dated as of May 27, 1998,
                among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd., Chase
                Bank of Texas, National Association, as U.S. Administrative
                Agent, The Bank of Nova Scotia, as Documentation Agent and
                Canadian Agent, ABN AMRO Bank, N.V., as Syndication Agent, and
                the other Lenders defined therein, including the forms of Notes
                (incorporated by reference to Exhibit No. 4.1 to the
                Registrant's Current Report on Form 8-K (File 1-13086) filed
                June 16, 1998).

      4.4       Registration Rights Agreement dated November 3, 1997, by and
                among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
                Lufkin & Jenrette Securities Corporation, Credit Suisse First
                Boston Corporation, Lehman Brothers Inc., Prudential Securities
                Incorporated and Schroder & Co. Inc. (incorporated by reference
                to Exhibit 4.3 to the Registrant's Current Report on Form 8-K
                (File No. 1-13086) filed November 5, 1997).

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

      4.6       First Supplemental Indenture dated and effective as of May 27,
                1998, by and among EVI Weatherford, Inc., the successor by
                merger to Weatherford Enterra, Inc., and Bank of Montreal Trust
                Company, as Trustee (incorporated by reference to Exhibit 4.1 to
                the Registrant's Current Report on Form 8-K (File No. 1-13086)
                filed June 2, 1996).

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

      4.8       First Supplemental Indenture dated and effective as of May 27,
                1998, between EVI Weatherford, Inc., the successor by merger to
                Weatherford Enterra, Inc., and Bank of Montreal Trust Company,
                as Trustee (incorporated by reference to Exhibit 4.1 to
                Weatherford Enterra, Inc.'s Current Report on Form 8-K (File No.
                1-7867) filed June 2, 1996).

      4.9       Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May 15,
                2006 (incorporated by reference to Exhibit 4.2 to Weatherford
                Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
                dated May 28, 1996).
</TABLE>

<PAGE>   10

<TABLE>
<S>             <C>
      4.10      Participation Agreement dated December 8, 1998, by and among
                Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
                N.V., as Administrative Agent, Arranger and Syndication Agent,
                Chase Bank of Texas, National Association, and the Lessors
                listed on Schedule I thereto (incorporated by reference to
                Exhibit 4.16 to Amendment No. 2 to the Registrant's Registration
                Statement on Form S-4 (Reg. No. 333-65663)).

      4.11      Master Lease Intended as Security dated as of December 8, 1998,
                between Weatherford Enterra Compression Company, L.P., as
                Lessee, and ABN AMRO Bank N.V., as Administrative Agent for the
                Lessors (incorporated by reference to Exhibit 4.17 to Amendment
                No. 2 to the Registrant's Registration Statement on Form S-4
                (Reg. No. 333-65663)).

      4.12      Guaranty Agreement dated as of December 8, 1998, between
                Weatherford International, Inc. and ABN AMRO Bank N.V., as
                Administrative Agent for the Lessors (incorporated by reference
                to Exhibit 4.18 to Amendment No. 2 to the Registrant's
                Registration Statement on Form S-4 (Reg. No. 333-65663)).

      4.13      Weatherford International, Inc. 1998 Employee Stock Option Plan,
                including form of agreement for officers (incorporated by
                reference to Exhibit 10.22 to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1998 (File No.
                1-13086)).

      4.14      Form of Stock Option Agreement for Non-Employee Directors dated
                September 8, 1998 (incorporated by reference to Exhibit 10.23 to
                Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1998 (File No. 1-13086)).

      4.15      Form of Warrant Agreement with Robert K. Moses, Jr. dated
                September 8, 1998 (incorporated by reference to Exhibit 10.24
                for the year ended December 31, 1998 (File No. 1-13086)).

      4.16      Weatherford International, Inc. 401(k) Savings Plan

      4.17      Form of Amendment to Stock Option Agreements dated September 8,
                1998, for Non-Employee Directors.

      4.18      Form of Amendment to Warrant Agreement dated September 8, 1998,
                with Robert K. Moses, Jr.

      4.19      Amendment to Stock Option Programs.

      5.1       Opinion of Curtis W. Huff, General Counsel of the Registrant.

      23.1      Consent of Curtis W. Huff, General Counsel of the Registrant
                (included in Exhibit 5.1).

      23.2      Consent of Arthur Andersen LLP with respect to Weatherford
                International, Inc.

      23.3      Consent of Arthur Andersen LLP with respect to Weatherford
                International, Inc. 401(k) Savings Plan.

      24.1      Powers of Attorney (included on page II-7 of this Registration
                Statement).
</TABLE>
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1
       As filed with the Securities and Exchange Commission on May 9, 2000

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                 DELAWARE                                      04-2515019
(State or other jurisdiction of incorporation               (I.R.S EMPLOYER
              or organization)                             IDENTIFICATION NO.)

         515 POST OAK BOULEVARD,
                SUITE 600                                         77027
              HOUSTON, TEXAS
  (Address of Principal Executive Offices)                     (Zip Code)

  WEATHERFORD INTERNATIONAL, INC. 1998 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
               WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
                STOCK OPTION AGREEMENTS DATED SEPTEMBER 8, 1998
                    WITH NON-EMPLOYEE DIRECTORS, AS AMENDED
             WARRANT AGREEMENT DATED SEPTEMBER 8, 1998, AS AMENDED
                            (Full title of the plan)

                             BERNARD J. DUROC-DANNER
                         WEATHERFORD INTERNATIONAL, INC.
                        515 POST OAK BOULEVARD, SUITE 600
                              HOUSTON, TEXAS 77027
                     (Name and address of agent for service)

                                 (713) 693-4000
          (Telephone number, including area code, of agent for service)

                            ------------------------
CALCULATION OF REGISTRATION FEE
======================================= ========================= ======================== ========================= ===============
                                                                     PROPOSED MAXIMUM          PROPOSED MAXIMUM        AMOUNT OF
 TITLE OF SECURITIES TO BE                    AMOUNT TO BE          OFFERING PRICE PER        AGGREGATE OFFERING      REGISTRATION
        REGISTERED                             REGISTERED                SHARE(1)                  PRICE(1)               FEE
--------------------------------------- ------------------------- ------------------------ ------------------------- ---------------
Common Stock, $1.00 par value                15,265,918(2)                $42.125              $643,076,795.75          $169,775
======================================= ========================= ======================== ========================= ===============
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
     average of the high and low sales prices of a share of Common Stock as
     reported by the New York Stock Exchange, Inc. on May 3, 2000.
(2)  Includes (i) 11,704,120 shares of Common Stock for the Weatherford
     International, Inc. 1998 Employee Stock Option Plan, (ii) 3,000,000 shares
     of Common Stock for the Weatherford International, Inc. 401(k) Savings
     Plan, (iii) an aggregate of 561,798 shares of Common Stock of Weatherford
     International, Inc. for stock option agreements and a warrant agreement
     with each of our non-employee directors and (iv) an indeterminable number
     of shares of Common Stock issuable as a result of the anti-dilution
     provisions foregoing plans.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an undeterminate amount of interests to be
offered or sold pursuant to the Weatherford International, Inc. 401(k) Savings
Plan.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             Weatherford International, Inc., a Delaware corporation (the
"Company" or "Registrant"), and the Weatherford International, Inc. 401(k)
Savings Plan (the "401(k) Plan") incorporate by reference in this Registration
Statement the following documents:

             1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;

             2. The Registrant's Current Report on Form 8-K dated April 17,
2000;

             3. The description of the Registrant's common stock, $1.00 par
value ("Common Stock"), contained in a registration statement on Form 8-A (filed
May 19, 1994) and as amended by the Registrant's Registration Statement on Form
S-3 (Registration No. 333-12367), including any amendment or report filed for
the purpose of updating such description; and

             4. The 401(k) Plan's Annual Report on Form 11-K for the year ended
December 31, 1998.

             All documents filed by the Registrant and the 401(k) Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Pursuant to an agreement with the Registrant, Curtis W. Huff,
Executive Vice President, Chief Financial Officer, General Counsel and Secretary
of the Registrant, holds 56,250 restricted shares of Common Stock and options to
purchase 100,000 shares of Common Stock. Mr. Huff is eligible to participate in
the Weatherford International, Inc. 1998 Employee Stock Option Plan and holds
options to purchase an additional 234,073 shares of Common Stock thereunder. Mr.
Huff also is eligible to participate in the 401(k) Plan.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to

                                      II-2
3

the Registrant or its stockholders for monetary damages for breach of their
fiduciary duty, subject to the described exceptions specified by Delaware law.

             Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.
("Lehman Brothers"), constitute two of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of the Registrant at the request of
Lehman Brothers and Holdings.

             Section 145 of the Delaware General Corporation Law also empowers
the Registrant to purchase and maintain insurance on behalf of any person who is
or was an officer or director of the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes. Messrs.
Butters and Millard are insured against certain liabilities which they may incur
in their capacity as directors pursuant to insurance maintained by Holdings.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

ITEM 8.      EXHIBITS.

             4.1  -   Amended and Restated Certificate of Incorporation of the
                      Registrant, as amended (incorporated by reference to
                      Exhibit No. 3.1 to the Registrant's Annual Report on Form
                      10-K for the year ended December 31, 1998 (File No.
                      1-13086).

             4.2  -   Amended and Restated By-laws of the Registrant, as amended
                      (incorporated by reference to Exhibit No. 3.2 to the
                      Registrant's Current Report on Form 8-K (File 1-13086),
                      filed June 2, 1998).

             4.3  -   Amended and Restated Credit Agreement dated as of May 27,
                      1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase
                      Bank of Texas, National Association, as U.S.
                      Administrative Agent, The Bank of Nova Scotia, as
                      Documentation Agent and Canadian Agent, ABN AMRO Bank,
                      N.V., as Syndication Agent, and the other Lenders defined
                      therein, including the forms of Notes (incorporated by
                      reference to Exhibit No. 4.1 to the Registrant's Current
                      Report on Form 8-K (File 1-13086) filed June 16, 1998).

             4.4  -   Indenture dated as of October 15, 1997, between EVI, Inc.
                      and The Chase Manhattan Bank, as Trustee (incorporated by
                      reference to Exhibit No. 4.13 to the Registrant's
                      Registration Statement on Form S-3 (Reg. No. 333-45207)).

                                      II-3
4

             4.5  -   First Supplemental Indenture dated as of October 28, 1997,
                      between EVI, Inc. and The Chase Manhattan Bank, as Trustee
                      (including Form of Debenture) (incorporated by reference
                      to Exhibit 4.2 to the Registrant's Current Report on Form
                      8-K (File 1-13086) filed November 5, 1997).

             4.6  -   Registration Rights Agreement dated November 3, 1997, by
                      and among EVI, Inc., Morgan Stanley & Co. Incorporated,
                      Donaldson, Lufkin & Jenrette Securities Corporation,
                      Credit Suisse First Boston Corporation, Lehman Brothers
                      Inc., Prudential Securities Incorporated and Schroder &
                      Co. Inc. (incorporated by reference to Exhibit 4.3 to the
                      Registrant's Current Report on Form 8-K (File 1-13086)
                      filed November 5, 1997).

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

             4.8  -   First Supplemental Indenture dated and effective as of May
                      27, 1998, between EVI Weatherford, Inc., the successor by
                      merger to Weatherford Enterra, Inc., and Bank of Montreal
                      Trust Company, as Trustee (incorporated by reference to
                      Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report
                      on Form 8-K (File No. 1-7867) filed June 2, 1996).

             4.9  -   Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
                      15, 2006 (incorporated by reference to Exhibit 4.2 to
                      Weatherford Enterra, Inc.'s Current Report on Form 8-K
                      (File No. 1-7867) dated May 28, 1996).

             4.10 -   Participation Agreement dated December 8, 1998, by and
                      among Weatherford Enterra Compression Company, L.P., ABN
                      AMRO Bank N.V., as Administrative Agent, Arranger and
                      Syndication Agent, Chase Bank of Texas, National
                      Association, and the Lessors listed on Schedule I thereto
                      (incorporated by reference to Exhibit 4.16 to Amendment
                      No. 2 to the Registrant's Registration Statement on Form
                      S-4 (Reg. No. 333-65663)).

             4.11 -   Master Lease Intended as Security dated as of December 8,
                      1998, between Weatherford Enterra Compression Company,
                      L.P., as Lessee, and ABN AMRO Bank N.V., as Administrative
                      Agent for the Lessors (incorporated by reference to
                      Exhibit 4.17 to Amendment No. 2 to the Registrant's
                      Registration Statement on Form S-4 (Reg. No. 333-65663)).

             4.12 -   Guaranty Agreement dated as of December 8, 1998, between
                      Weatherford International, Inc. and ABN AMRO Bank N.V., as
                      Administrative Agent for the Lessors (incorporated by
                      reference to Exhibit 4.18 to Amendment No. 2 to the
                      Registrant's Registration Statement on Form S-4 (Reg. No.
                      333-65663)).

             4.13 -   Weatherford International, Inc. 1998 Employee Stock Option
                      Plan, including form of agreement for officers
                      (incorporated by reference to Exhibit 10.22 to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1998 (File No. 1-13086)).

             4.14 -   Form of Stock Option Agreement for Non-Employee Directors
                      dated September 8, 1998 (incorporated by reference to
                      Exhibit 10.23 to Registrant's Annual Report on Form 10-K
                      for the year ended December 31, 1998 (File No. 1-13086)).

                                      II-4
5

             4.15 -   Form of Warrant Agreement with Robert K. Moses, Jr. dated
                      September 8, 1998 (incorporated by reference to Exhibit
                      10.24 for the year ended December 31, 1998 (File No.
                      1-13086)).

             4.16 -   Weatherford International, Inc. 401(k) Savings Plan.

             4.17 -   Form of Amendment to Stock Option Agreements dated
                      September 8, 1998, for Non-Employee Directors.

             4.18 -   Form of Amendment to Warrant Agreement dated September 8,
                      1998, with Robert K. Moses, Jr.

             4.19 -   Amendment to Stock Option Programs.

             5.1  -   Opinion of Curtis W. Huff, General Counsel of the
                      Registrant.

             23.1 -   Consent of Curtis W. Huff, General Counsel of the
                      Registrant (included in Exhibit 5.1).

             23.2 -   Consent of Arthur Andersen LLP with respect to Weatherford
                      International, Inc.

             23.3 -   Consent of Arthur Andersen LLP with respect to Weatherford
                      International, Inc. 401(k) Savings Plan.

             24.1 -   Powers of Attorney (included on page II-7 of this
                      Registration Statement).

             The 401(k) Plan has been submitted to the Internal Revenue Service
(the "IRS"), and the Registrant hereby undertakes to submit any amendment
thereto to the IRS in a timely manner and will make all changes required by the
IRS in order to qualify such plan.

ITEM 9.      UNDERTAKINGS.

             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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

                                      II-5
6

           Provided, however, that paragraphs (1)(i) and (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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this 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 herein, 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.

           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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           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 Securities and
Exchange 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-6
7

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, 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 9, 2000.

                                   WEATHERFORD INTERNATIONAL, INC.

                                   By:       /s/ Bernard J. Duroc-Danner
                                      ------------------------------------------
                                               Bernard J. Duroc-Danner
                                          President, Chief Executive Officer,
                                         Chairman of the Board and Director
                                            (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Curtis W.
Huff, or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                        Title                                    Date
               ---------                                        -----                                    ----
/s/ Bernard J. Duroc-Danner                 President, Chief Executive Officer,                  May 9, 2000
------------------------------------             Chairman of the Board and Director
        Bernard J. Duroc-Danner                    (Principal Executive Officer)

         /s/ Curtis W. Huff                       Executive Vice President and Chief                  May 9, 2000
------------------------------------                      Financial Officer
         Curtis W. Huff                                (Principal Financial and
                                                         Accounting Officer)

         /s/ Philip Burguieres                                 Director                               May 9, 2000
------------------------------------
           Philip Burguieres

         /s/ David J. Butters                                  Director                               May 9, 2000
------------------------------------
            David J. Butters

         /s/ Sheldon B. Lubar                                  Director                               May 9, 2000
------------------------------------
            Sheldon B. Lubar

         /s/ William E. Macaulay                               Director                               May 9, 2000
-------------------------------------
          William E. Macaulay

         /s/ Robert B. Millard                                 Director                               May 9, 2000
------------------------------------
           Robert B. Millard

         /s/ Robert K. Moses, Jr.                              Director                               May 9, 2000
------------------------------------
          Robert K. Moses, Jr.
                                                               Director                               May 9, 2000
          /s/ Robert A. Rayne
------------------------------------
            Robert A. Rayne
II-7
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of Weatherford International, Inc. 401(k) Savings Plan
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 9, 2000.

                                        WEATHERFORD INTERNATIONAL, INC.
                                        401(k) SAVINGS PLAN

                                        By: /s/ Jon R. Nicholson
                                            ------------------------------------
                                                Jon R. Nicholson
                                                Member, Administrative Committee

                                      II-8
9
                                  EXHIBIT INDEX
Exhibit
    Number                         Description
    ------                         -----------
4.1       Amended and Restated Certificate of Incorporation of the
                Registrant, as amended (incorporated by reference to Exhibit No.
                3.1 to the Registrant's Annual Report on Form 10-K for the year
                ended December 31, 1998 (File No. 1-13086).

      4.2       Amended and Restated By-laws of the Registrant, as amended
                (incorporated by reference to Exhibit No. 3.2 to the
                Registrant's Current Report on Form 8-K (File 1-13086) filed
                June 2, 1998).

      4.3       Amended and Restated Credit Agreement dated as of May 27, 1998,
                among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd., Chase
                Bank of Texas, National Association, as U.S. Administrative
                Agent, The Bank of Nova Scotia, as Documentation Agent and
                Canadian Agent, ABN AMRO Bank, N.V., as Syndication Agent, and
                the other Lenders defined therein, including the forms of Notes
                (incorporated by reference to Exhibit No. 4.1 to the
                Registrant's Current Report on Form 8-K (File 1-13086) filed
                June 16, 1998).

      4.4       Registration Rights Agreement dated November 3, 1997, by and
                among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
                Lufkin & Jenrette Securities Corporation, Credit Suisse First
                Boston Corporation, Lehman Brothers Inc., Prudential Securities
                Incorporated and Schroder & Co. Inc. (incorporated by reference
                to Exhibit 4.3 to the Registrant's Current Report on Form 8-K
                (File No. 1-13086) filed November 5, 1997).

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

      4.6       First Supplemental Indenture dated and effective as of May 27,
                1998, by and among EVI Weatherford, Inc., the successor by
                merger to Weatherford Enterra, Inc., and Bank of Montreal Trust
                Company, as Trustee (incorporated by reference to Exhibit 4.1 to
                the Registrant's Current Report on Form 8-K (File No. 1-13086)
                filed June 2, 1996).

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

      4.8       First Supplemental Indenture dated and effective as of May 27,
                1998, between EVI Weatherford, Inc., the successor by merger to
                Weatherford Enterra, Inc., and Bank of Montreal Trust Company,
                as Trustee (incorporated by reference to Exhibit 4.1 to
                Weatherford Enterra, Inc.'s Current Report on Form 8-K (File No.
                1-7867) filed June 2, 1996).

      4.9       Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May 15,
                2006 (incorporated by reference to Exhibit 4.2 to Weatherford
                Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
                dated May 28, 1996).
10
4.10      Participation Agreement dated December 8, 1998, by and among
                Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
                N.V., as Administrative Agent, Arranger and Syndication Agent,
                Chase Bank of Texas, National Association, and the Lessors
                listed on Schedule I thereto (incorporated by reference to
                Exhibit 4.16 to Amendment No. 2 to the Registrant's Registration
                Statement on Form S-4 (Reg. No. 333-65663)).

      4.11      Master Lease Intended as Security dated as of December 8, 1998,
                between Weatherford Enterra Compression Company, L.P., as
                Lessee, and ABN AMRO Bank N.V., as Administrative Agent for the
                Lessors (incorporated by reference to Exhibit 4.17 to Amendment
                No. 2 to the Registrant's Registration Statement on Form S-4
                (Reg. No. 333-65663)).

      4.12      Guaranty Agreement dated as of December 8, 1998, between
                Weatherford International, Inc. and ABN AMRO Bank N.V., as
                Administrative Agent for the Lessors (incorporated by reference
                to Exhibit 4.18 to Amendment No. 2 to the Registrant's
                Registration Statement on Form S-4 (Reg. No. 333-65663)).

      4.13      Weatherford International, Inc. 1998 Employee Stock Option Plan,
                including form of agreement for officers (incorporated by
                reference to Exhibit 10.22 to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1998 (File No.
                1-13086)).

      4.14      Form of Stock Option Agreement for Non-Employee Directors dated
                September 8, 1998 (incorporated by reference to Exhibit 10.23 to
                Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1998 (File No. 1-13086)).

      4.15      Form of Warrant Agreement with Robert K. Moses, Jr. dated
                September 8, 1998 (incorporated by reference to Exhibit 10.24
                for the year ended December 31, 1998 (File No. 1-13086)).

      4.16      Weatherford International, Inc. 401(k) Savings Plan

      4.17      Form of Amendment to Stock Option Agreements dated September 8,
                1998, for Non-Employee Directors.

      4.18      Form of Amendment to Warrant Agreement dated September 8, 1998,
                with Robert K. Moses, Jr.

      4.19      Amendment to Stock Option Programs.

      5.1       Opinion of Curtis W. Huff, General Counsel of the Registrant.

      23.1      Consent of Curtis W. Huff, General Counsel of the Registrant
                (included in Exhibit 5.1).

      23.2      Consent of Arthur Andersen LLP with respect to Weatherford
                International, Inc.

      23.3      Consent of Arthur Andersen LLP with respect to Weatherford
                International, Inc. 401(k) Savings Plan.

      24.1      Powers of Attorney (included on page II-7 of this Registration
                Statement).