<PAGE>

As  filed with the Securities and Exchange Commission on  October 5, 1995
                                   Registration No. 33-__________
- -----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                --------------
                                  FORM  S-8

                            REGISTRATION STATEMENT
                                  Under
                          THE SECURITIES ACT OF 1933

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

                          WEATHERFORD ENTERRA, INC.
              (Exact name of issuer as specified in its charter)

            Delaware                                         74-1681642
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

 1360 Post Oak Boulevard, Suite 1000,  Houston, Texas            77056-3098
(Address of Principal Executive Offices)                         (Zip Code)

               Weatherford Enterra, Inc. 1991 Stock Option Plan
           Weatherford Enterra, Inc. Restricted Stock Incentive Plan
                       D. Dale Wood Stock Option Agreement
Enterra Corporation Severance Agreements/Weatherford International Incorporated
                         Change of Control Agreements
- ------------------------------------------------------------------------------
                           (Full title of the plans)

                              H. SUZANNE THOMAS
            Sr. Vice President, Secretary and General Counsel
                          Weatherford Enterra, Inc.
                     1360 Post Oak Boulevard, Suite 1000
                          Houston, Texas  77056-3098
                   (Name and address of agent for service)

                                (713) 439-9400
        (Telephone number, including area code, of agent for service)

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

                                  Copies to:

                         FULBRIGHT & JAWORSKI L.L.P.
                          ATTN:  CHARLES L. STRAUSS
                          1301 MCKINNEY, SUITE 5100
                          HOUSTON, TEXAS 77010-3095


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                         AMOUNT     PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF SECURITIES    TO BE       OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
   TO BE REGISTERED    REGISTERED      PER SHARE            PRICE              FEE
- --------------------------------------------------------------------------------------
<S>                    <C>              <C>               <C>              <C>
Common Stock,          1,959,500
$.10 par value         shares (1)       $12.94            $25,355,930(2)   $8,743.43(2)
- --------------------------------------------------------------------------------------
</TABLE>

     (1)   There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of  the anti-dilution
provisions of the Weatherford Enterra, Inc. 1991 Stock Option Plan;
Weatherford Enterra, Inc. Restricted Stock  Incentive Plan; D. Dale Wood
Stock Option Agreement; and Enterra Corporation Severance
Agreements/Weatherford International Incorporated Change of Control
Agreements.

     (2)  Pursuant to Rule 457(h), the maximum aggregate offering price  is
estimated, solely for the purpose of determining the registration fee, on
the basis of the average of the high and low prices of  the  Common Stock as
reported on the New  York  Stock Exchange on October 3, 1995.

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

<PAGE>

                            PART II


       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents,  which  have  been  filed  by
Weatherford   Enterra,   Inc.,  a   Delaware   corporation   (the
"Company"),  with  the  Securities and Exchange  Commission  (the
"Commission"),   are   incorporated  by   reference   into   this
Registration Statement:

               1.   Annual Report on  Form  10-K  of  the
       Company  for  the year ended  December 31,   1994,
       filed by the Company under the Securities Exchange
       Act of 1934, as amended  (the "Exchange Act").

               2.   Quarterly Report on Form 10-Q of  the
       Company for the quarter ended March 31, 1995.

               3.   Quarterly  Report on Form 10-Q of the
       Company for the quarter ended  June 30, 1995.

               4.   Current  Report  on Form 8-K  of  the
       Company filed with the Commission on July 8, 1995.

        Any  document filed by the Company pursuant  to  Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date  of
this  Registration Statement and prior to the filing of  a  post-
effective  amendment hereto which indicates that  all  securities
offered  have been sold or which deregisters all such  securities
then  remaining unsold, shall be deemed to be incorporated herein
by  reference and to be a part hereof from the date of filing  of
such document.

ITEM 4.   DESCRIPTION OF SECURITIES.

      The  Company  is authorized by its Restated Certificate  of
Incorporation (the "Certificate") to issue 80,000,000  shares  of
Common  Stock,  $.10  par  value,  of  which  27,182,892   shares
were  legally issued and outstanding on September 30,  1995   and
1,000,000  shares of Serial Preferred Stock, $1.00 par value,  of
which  no  shares  were issued and outstanding on  September  30,
1995.   The  Company  held  32,104  shares  of  Common  Stock  in
its  treasury as of such date.  On October 5, 1995,  the  Company
issued  approximately  24,000,000  shares  of  Common  Stock   in
conjunction   with   the  merger  of  Enterra  Corporation   into
Weatherford International Incorporated, the  predecessor  of  the
Company.  Also  on  October 5, 1995,  the Company effected a one-
for-two  reverse stock split of shares of Common Stock.   All  of
the  share numbers stated in this paragraph reflect such  reverse
stock split.

      The Board of Directors of the Company is authorized by  the
Certificate to provide for the issuance of one or more series  of
Serial Preferred Stock.  The Board of Directors has the power  to
fix  various  terms  with respect to each such series,  including
voting   powers,   designations,  preferences,


                                II-1

<PAGE>

dividend  rates,  conversion  and exchange provisions, redemption
provisions and the amounts which holders are entitled to  receive
upon any liquidation, dissolution or winding up of the Company.

      All  outstanding shares of Common Stock are fully paid  and
nonassessable.  The holders of Common Stock are entitled  to  one
vote  for  each  share on all matters voted on  by  stockholders,
including  the  election of directors, and are not  permitted  to
cumulate their votes for the election of directors.  The  holders
of  Common  Stock have no preemptive rights to subscribe  for  or
purchase   any  additional  securities  issued  by  the  Company.
Subject  to the preferential rights of the holders of the  Serial
Preferred  Stock,  if any is outstanding, the holders  of  Common
Stock are entitled to receive any dividends which may be declared
by the Board of Directors out of funds legally available therefor
and  to  share  pro  rata in the net assets of the  Company  upon
liquidation.  However, dividends have not been paid on the Common
Stock  since  December 1982, and the Company does not  anticipate
paying  dividends  on  the  Common  Stock  at  any  time  in  the
foreseeable future.

      Certain  provisions of the Certificate and By-Laws  of  the
Company  could have the effect of preventing a change in  control
of the Company in certain situations.  These provisions generally
provide  for (a) the classification of the Board of Directors  of
the  Company into three classes having staggered terms  of  three
years each; (b) the removal of directors only for cause and  with
the  approval of holders of at least 80% of the then  outstanding
voting stock entitled to vote for the election of directors;  (c)
the  filling  of  any vacancy on the Board of  Directors  by  the
remaining  directors then in office; (d) the  limitation  of  the
number of directors to a minimum of six and a maximum of fifteen,
with the exact number to be determined by the Board of Directors;
(e) the elimination of the stockholder written consent procedure;
(f)  the calling of special meetings of stockholders only by  the
Board  of  Directors; (g) the requirement that  certain  business
combinations  involving the Company and any beneficial  owner  of
20%  or  more of the outstanding voting securities of the Company
be  approved  by holders of at least 80% of the then  outstanding
shares  of voting stock of the Company, including those  held  by
such  beneficial  owner,  unless  the  business  combination   is
approved  by the continuing directors then in office  or  certain
minimum  price  requirements  are  met;  and  (h)  the  increased
stockholder vote required to amend, repeal or adopt any provision
inconsistent with the foregoing provisions to 80% or more of  the
then outstanding shares of voting stock.

      The  transfer agent and registrar for the Common  Stock  is
American Stock Transfer and Trust Company.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The legality of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Company by H. Suzanne
Thomas, Sr. Vice President, Secretary and General Counsel of  the
Company.  Ms. Thomas is a participant in the Weatherford Enterra,
Inc.  1991  Stock Option Plan and the Weatherford  Enterra,  Inc.
Restricted   Stock   Incentive  Plan  and   has   a   Weatherford
International  Incorporated Change of Control Agreement.   As  of
the  date hereof, Ms. Thomas owned beneficially 37,221  shares of
Common Stock  and held  options to  purchase an additional 28,000
shares  of  Common  Stock  (such numbers reflect the  one-for-two
reverse  stock split effected by the Company on October 5, 1995).


                                II-2

<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Certificate contains a provision that eliminates  the
personal monetary liability of a director to the Company and  its
stockholders  for  breach of his fiduciary  duty  of  care  as  a
director  to  the  extent currently allowed  under  the  Delaware
General  Corporation Law ("DGCL").  If a director were to  breach
the  duty of care in performing his duties as a director, neither
the  Company nor its stockholders could recover monetary  damages
from the director, and the only course of action available to the
Company's  stockholders would be equitable remedies, such  as  an
action  to enjoin or rescind a transaction involving a breach  of
the fiduciary duty of care.  To the extent certain claims against
directors are limited to equitable remedies, the provision in the
Certificate  may  reduce the likelihood of derivative  litigation
and  may  discourage stockholders or management  from  initiating
litigation  against directors for breach of their duty  of  care.
Additionally,  equitable remedies may not be  effective  in  many
situations.   If  a stockholder's only remedy is  to  enjoin  the
completion  of the Board of Directors' action, this remedy  would
be  ineffective  if the stockholder does not become  aware  of  a
transaction or event until after it has been completed.  In  such
a situation, it is possible that the stockholders and the Company
would  have  no  effective  remedy against  the  directors.   The
directors do not have liability for monetary damages for  grossly
negligent  business  decisions (in violation  of  their  duty  of
care),  including decisions made in connection with  attempts  to
acquire the Company.  Liability for monetary damages remains  for
(i)  any  breach  of the duty of loyalty to the  Company  or  its
stockholders, (ii) acts or omissions not in good faith  or  which
involve  intentional misconduct or a knowing  violation  of  law,
(iii)  payment of an improper dividend or improper repurchase  of
the  Company's stock under Section 174 of the DGCL  or  (iv)  any
transaction from which the director derived an improper  personal
benefit.  The Certificate further provides that in the event  the
DGCL is amended to allow the further elimination or limitation of
the  liability of directors, then the liability of the  Company's
directors shall be limited to the fullest extent permitted by the
amended DGCL.

        The  DGCL  permits  a  corporation to  indemnify  certain
persons,  including officers and directors, who were or  are  (or
are threatened to be made) parties to any threatened, pending  or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  by  or  in
right  of  the corporation) by reason of their being officers  or
directors of the corporation.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him, provided  the
officer  or  director acted in good faith  and  in  a  manner  he
reasonably  believed to be in or not opposed to the corporation's
best interests and, in the case of criminal proceedings, provided
he  had  no  reasonable  cause to believe that  his  conduct  was
unlawful.  The By-Laws of the Company provide indemnification  to
the  fullest extent allowed pursuant to the foregoing  provisions
of the DGCL.

        The  DGCL  further  permits a  corporation  to  indemnify
certain  persons, including officers and directors, who  were  or
are  (or  are  threatened to be made) parties to any  threatened,
pending  or  completed action, suit or proceeding by  or  in  the
right  of  the corporation to procure a judgment in its favor  by
reason   of  their  status  officers  as  or  directors  of   the
corporation.   The  indemnity  may  include  expenses  (including
attorneys'  fees)  actually  and  reasonably  incurred  by   him,
provided  the officer or director acted in good faith  and  in  a
manner  he  reasonably believed to be in or not  opposed  to  the
corporation's  best interests.  However, no such person  will  be
indemnified as to matters for which he is found to be liable  for
negligence or misconduct in the performance of his duties to  the


                                II-3

<PAGE>

corporation  unless, and only to the extent that, indemnification
is  ordered  by  a  court.  The By-Laws of  the  Company  provide
indemnification  to the fullest extent allowed  pursuant  to  the
foregoing provisions of the DGCL.

        The  Company  also has entered, or will  enter,  into  an
indemnification agreement with each of its directors and  certain
of  its  officers.  Each such indemnification agreement  provides
for  indemnification to the fullest extent permitted by the  DGCL
and  for  the advancement of expenses, including attorneys'  fees
and  other  costs, expenses and obligations, paid or incurred  in
connection with investigating, defending, being a witness  in  or
participating in (including on appeal) any threatened, pending or
completed  action, suit or proceeding related to  the  fact  that
such  director was serving for or at the request of the  Company.
To  the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability
of  the Company to indemnify or advance expenses to officers  and
directors, such repeal or limitation may not be effective  as  to
officers  and  directors who are parties  to  an  indemnification
agreement,   since   their   rights  to   full   protection   are
contractually assured by the indemnification agreement.

        Delaware  corporations  also  are  authorized  to  obtain
insurance   to  protect  officers  and  directors  from   certain
liabilities, including liabilities against which the  corporation
cannot   indemnify  its  directors  and  officers.   The  Company
currently  has  in  effect a directors' and  officers'  liability
insurance  policy providing aggregate coverage in the  amount  of
$10,000,000.

        All  of  the foregoing indemnification provisions provide
that  such provisions are not to be deemed exclusive of any other
right to indemnity to which a director or officer may be entitled
under   any   by-law,   agreement,  vote   of   stockholders   or
disinterested directors or otherwise.

        Insofar as indemnification for liabilities arising  under
the  Securities  Act of 1933, as amended (the "Securities  Act"),
may  be  permitted to directors, officers or persons  controlling
the  Company pursuant to the foregoing provisions, or  otherwise,
the  Company  has  been  informed that  in  the  opinion  of  the
Commission  such  indemnification is  against  public  policy  as
expressed   in   the   Securities    Act   and   is,   therefore,
unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

          The following is a list of all Exhibits filed with this
Registration Statement:

EXHIBIT NO.

     *4.1-- Restated Certificate of Incorporation of the Company,
            as amended through October 5, 1995.


                                II-4

<PAGE>

      4.2-- By-Laws of the Company, as amended through  March 17,
            1994 (incorporated by reference to Exhibit 3.1 to the
            Company's Current Report on Form 8-K dated April  28,
            1994 (File No. 1-7867)).

     *4.3-- Weatherford Enterra, Inc. 1991 Stock Option  Plan, as
            amended through October 5, 1995.

     *4.4-- Weatherford Enterra, Inc.  Restricted Stock Incentive
            Plan, as amended through October 5, 1995.

     *4.5-- D. Dale Wood Stock Option Agreement dated October  5,
            1995 between D. Dale Wood and the Company.

     *4.6-- Enterra  Corporation  Severance  Agreement   with  M.
            Timothy  Carey,  C. Paul  Evans,  Brian Charles Goff,
            Steven C. Grant, Edward C. Grimes, Steven W. Krablin,
            Windell D. Norris,  Jr.,  J. Joseph  Percle,  Michael
            Peter Smith, Michael L. Stansberry and D. Dale Wood.

     *4.7-- Amendment  1995-1  to  Severance  Agreement  with  M.
            Timothy Carey,  C. Paul  Evans,  Brian  Charles Goff,
            Steven C. Grant, Edward C. Grimes, Steven W. Krablin,
            Windell D. Norris,  Jr.,  J.  Joseph  Percle, Michael
            Peter Smith, Michael L. Stansberry and D. Dale Wood.

      4.8-- Weatherford  International  Incorporated  Change   of
            Control Agreements with Philip Burguieres,  James  R.
            Burke, M.E. Eagles, Norman W. Nolen  and  H.  Suzanne
            Thomas (incorporated by reference to Exhibit 10.5  to
            the Company's Annual Report on Form 10-K for the year
            ended December 31, 1993 (File No. 1-7867));  James D.
            Green,  Gay  S.  Mayeux,  Jon Nicholson and Weldon W.
            Walker (incorporated by reference to Exhibit 10.4  to
            the Company's Annual Report on Form 10-K for the year
            ended  December  31,  1994  (File  No.  1-7867)); and
            Philip D. Gardner, Robert  A. Seekely and  F.  Thomas
            Tilton (incorporated  by reference  to  Exhibit  10.1
            to the Company's  Quarterly Report Form 10-Q for  the
            quarter ended March 31, 1995 (File No. 1-7867)).

      4.9-- First Amendment to Change of  Control  Agreement with
            Philip  Burguieres,  James  R.  Burke,  M.E.  Eagles,
            Norman W. Nolen, H. Suzanne Thomas, James  D.  Green,
            Gay S. Mayeux,  Jon Nicholson and  Weldon  W.  Walker
            (incorporated by reference to  Exhibit  10.2  to  the
            Company's Quarterly Report  Form on Form 10-Q for the
            quarter ended  March 31, 1995 (File No. 1-7867)); and
            Philip D. Gardner,  Robert  A. Seekely and  Frederick
            T.  Tilton  (incorporated  by  reference  to  Exhibit
            10.2 to the Company's Registration Statement  on Form
            S-4 (Registration No. 33-62195)).

     4.10-- Second Amendment to Change of Control Agreement  with
            Philip  Burguieres,  James  R.  Burke,  M.E.  Eagles,
            Norman W. Nolen,  H. Suzanne Thomas,  James D. Green,
            Gay  S.  Mayeux,  Jon  Nicholson and Weldon W. Walker
            (incorporated    by  reference to Exhibit 10.1 to the
            Company's   Registration   Statement   on   Form  S-4
            (Registration No. 33-62195)).

     *5.1-- Opinion of H. Suzanne Thomas, General Counsel of  the
            Company.


                                II-5

<PAGE>

    *23.1-- Consent of Arthur Andersen  LLP.

    *23.2-- Consent of H. Suzanne Thomas, General Counsel of  the
            Company (contained in Exhibit 5.1 hereto).

    *24.1--Power of Attorney (contained on page II-9 hereof).

__________
* Filed herewith.

                                II-6

<PAGE>

ITEM 9. UNDERTAKINGS.

       The undersigned 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;

           (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; 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;

PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not  apply  if
the  information  required  to be included  in  a  post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  by the Company pursuant to Section 13 or Section 15(d)  of
the  Exchange  Act,  that are incorporated by reference  in  this
Registration Statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act, 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,
each filing of the registrant's annual report pursuant to section
13(a)   or  section  15(d)  of  the  Exchange  Act,  and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to section 15(d) of the Exchange  Act,  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.

        Insofar as indemnification for liabilities arising  under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions, or otherwise, the registrant has been advised that in
the  opinion  of the Commission such indemnification  is  against
public  policy  as  expressed  in  the  Securities  Act  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,


                                II-7

<PAGE>

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 and will be governed by the final
adjudication of such issue.


                                II-8


<PAGE>

                           SIGNATURES

        Pursuant  to  the requirements of the Securities  Act  of
1933, as amended, Weatherford Enterra, Inc. 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 October 5, 1995.

                                 WEATHERFORD ENTERRA, INC.



                                 By:  /s/ Philip Burguieres
                                    -----------------------------
                                      Philip Burguieres
                                 Chairman, President and Chief
                                      Executive Officer

      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 and on the dates indicated.

                       POWER OF ATTORNEY

      Each  person whose signature appears below appoints  Philip
Burguieres  and  H. Suzanne Thomas, and both of them,  either  of
whom  may  act without the joinder of the other, as 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, with all  exhibits
thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said  attorney-
in-fact and agent full power and authority to do and perform each
and  every act and thing requisite and necessary to be  done,  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 their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

       SIGNATURE                  TITLE                DATE
       ---------                  -----                ----

                          Chairman, President,
  /s/ Philip Burguieres      Chief Executive      October 5, 1995
- ------------------------  Officer and Director
  (Philip Burguieres)     (Principal Executive
                                Officer)

                           Senior Vice President,
                              Chief Financial
  /s/ Norman W. Nolen      Officer and Treasurer   October 5, 1995
- ------------------------ (Principal Financial and
   (Norman W. Nolen)       Accounting Officer)


                                  II-9

<PAGE>

       SIGNATURE                  TITLE                DATE
       ---------                  -----                ----

  /s/ Thomas N. Amonett          Director         October 5, 1995
- ------------------------
  (Thomas N. Amonett)


                                 Director
- ------------------------
 (William E. Greehey)


  /s/ John A. Hill               Director         October 5, 1995
- ------------------------
    (John A. Hill)


 /s/ John W. Johnson             Director         October 5, 1995
- ------------------------
   (John W. Johnson)


 /s/ William E. Macaulay         Director         October 5, 1995
- ------------------------
 (William E. Macaulay)


 /s/ Robert K. Moses, Jr.        Director         October 5, 1995
- ------------------------
 (Robert K. Moses, Jr.)


/s/ Robert L. Parker, Sr.        Director         October 5, 1995
- ------------------------
(Robert L. Parker, Sr.)


/s/ R. Rudolph Reinfrank         Director         October 5, 1995
- ------------------------
(R. Rudolph Reinfrank)


 /s/ Roger M. Widmann            Director         October 5, 1995
- ------------------------
  (Roger M. Widmann)


                                II-10

<PAGE>

                       INDEX TO EXHIBITS

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

 *4.1 -- Restated  Certificate  of Incorporation of the Company,
         as amended through October 5, 1995.

  4.2 -- By-Laws of the Company, as  amended  through  March 17,
         1994  (incorporated  by  reference to  Exhibit  3.1  to
         the Company's  Current Report on Form 8-K  dated  April
         28, 1994 (File No. 1-7867)).

 *4.3 -- Weatherford Enterra, Inc. 1991 Stock  Option  Plan,  as
         amended through October 5, 1995.

 *4.4 -- Weatherford  Enterra, Inc.  Restricted  Stock Incentive
         Plan, as amended through October 5, 1995.

 *4.5 -- D. Dale Wood Stock Option  Agreement  dated  October 5,
         1995 between D. Dale Wood and the Company.

 *4.6 -- Enterra Corporation Severance Agreement with M. Timothy
         Carey,  C. Paul Evans,  Brian Charles  Goff,  Steven C.
         Grant, Edward C. Grimes,  Steven W. Krablin, Windell D.
         Norris,  Jr.,  J. Joseph Percle,  Michael Peter  Smith,
         Michael L. Stansberry and D. Dale Wood.

 *4.7 -- Amendment 1995-1 to Severance Agreement with M. Timothy
         Carey,  C. Paul Evans,  Brian  Charles Goff,  Steven C.
         Grant, Edward C. Grimes, Steven W.  Krablin, Windell D.
         Norris,  Jr.,  J.  Joseph Percle,  Michael Peter Smith,
         Michael L. Stansberry and D. Dale Wood.

  4.8 -- Weatherford   International   Incorporated   Change  of
         Control  Agreement  with  Philip  Burguieres,  James R.
         Burke,  M.E.  Eagles,  Norman W. Nolen  and  H. Suzanne
         Thomas  (incorporated by  reference  to Exhibit 10.5 to
         the  Company's Annual  Report on Form 10-K for the year
         ended December 31,  1993  (File No. 1-7867));  James D.
         Green,  Gay S. Mayeux,  Jon  Nicholson  and  Weldon  W.
         Walker  (incorporated by reference to  Exhibit  10.4 to
         the Company's  Annual  Report on Form 10-K for the year
         ended December 31, 1994  (File No. 1-7867)); and Philip
         D.  Gardner,  Robert A. Seekely  and F.  Thomas  Tilton
         (incorporated  by  reference  to  Exhibit  10.1  to the
         Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1995 (File No. 1-7867)).

  4.9 -- First Amendment  to  Change  of  Control Agreement with
         Philip Burguieres,  James R. Burke, M.E. Eagles, Norman
         W. Nolen,  H. Suzanne Thomas,  James D. Green,   Gay S.
         Mayeux,    Jon   Nicholson   and   Weldon   W.   Walker
         (incorporated by  reference  to  Exhibit  10.2  to  the
         Company's Quarterly Report on Form 10-Q for the quarter
         ended  March 31, 1995 (File No. 1-7867)); and Philip D.
         Gardner,  Robert  A. Seekely  and  Frederick T.  Tilton
         (incorporated  by  reference  to  Exhibit  10.2  to the
         Company's    Registration   Statement   on   Form   S-4
         (Registration No. 33-62195)).


<PAGE>

  4.10-- Second   Amendment  to  Change  of  Control   Agreement
         with  Philip  Burguieres, James R. Burke, M.E.  Eagles,
         Norman W. Nolen, H. Suzanne Thomas, James D. Green, Gay
         S.  Mayeux,   Jon  Nicholson  and  Weldon   W.   Walker
         (incorporated  by  reference to  Exhibit  10.1  to  the
         Company's   Registration   Statement   on   Form    S-4
         (Registration No. 33-62195)).

 *5.1 -- Opinion  of H. Suzanne Thomas,  General Counsel of  the
         Company.

*23.1 -- Consent of Arthur Andersen, LLP.

*23.2 -- Consent of  H. Suzanne Thomas,  General Counsel  of the
         Company (contained  in  Exhibit  5.1 hereto).

*24.1 -- Power of Attorney (contained on page II-9).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33103}]
{"company-data": {"conformed-name": "WEATHERFORD ENTERRA INC", "cik": "0000029302", "assigned-sic": "3533", "irs-number": "741681642", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63215", "film-number": "95578840"}, "business-address": {"street1": "1360 POST OAK BLVD STE 1000", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7134399400"}, "mail-address": {"street1": "1360 POST OAK BLVD STE 1000", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": [{"former-conformed-name": "WEATHERFORD INTERNATIONAL INC", "date-changed": "19920703"}, {"former-conformed-name": "DIXEL INDUSTRIES INC", "date-changed": "19750618"}]}
As  filed with the Securities and Exchange Commission on  October 5, 1995
                                   Registration No. 33-__________
- -----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                --------------
                                  FORM  S-8

                            REGISTRATION STATEMENT
                                  Under
                          THE SECURITIES ACT OF 1933

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

                          WEATHERFORD ENTERRA, INC.
              (Exact name of issuer as specified in its charter)

            Delaware                                         74-1681642
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

 1360 Post Oak Boulevard, Suite 1000,  Houston, Texas            77056-3098
(Address of Principal Executive Offices)                         (Zip Code)

               Weatherford Enterra, Inc. 1991 Stock Option Plan
           Weatherford Enterra, Inc. Restricted Stock Incentive Plan
                       D. Dale Wood Stock Option Agreement
Enterra Corporation Severance Agreements/Weatherford International Incorporated
                         Change of Control Agreements
- ------------------------------------------------------------------------------
                           (Full title of the plans)

                              H. SUZANNE THOMAS
            Sr. Vice President, Secretary and General Counsel
                          Weatherford Enterra, Inc.
                     1360 Post Oak Boulevard, Suite 1000
                          Houston, Texas  77056-3098
                   (Name and address of agent for service)

                                (713) 439-9400
        (Telephone number, including area code, of agent for service)

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

                                  Copies to:

                         FULBRIGHT & JAWORSKI L.L.P.
                          ATTN:  CHARLES L. STRAUSS
                          1301 MCKINNEY, SUITE 5100
                          HOUSTON, TEXAS 77010-3095

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
                         AMOUNT     PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF SECURITIES    TO BE       OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
   TO BE REGISTERED    REGISTERED      PER SHARE            PRICE              FEE
- --------------------------------------------------------------------------------------
Common Stock,          1,959,500
$.10 par value         shares (1)       $12.94            $25,355,930(2)   $8,743.43(2)
- --------------------------------------------------------------------------------------
(1)   There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of  the anti-dilution
provisions of the Weatherford Enterra, Inc. 1991 Stock Option Plan;
Weatherford Enterra, Inc. Restricted Stock  Incentive Plan; D. Dale Wood
Stock Option Agreement; and Enterra Corporation Severance
Agreements/Weatherford International Incorporated Change of Control
Agreements.

     (2)  Pursuant to Rule 457(h), the maximum aggregate offering price  is
estimated, solely for the purpose of determining the registration fee, on
the basis of the average of the high and low prices of  the  Common Stock as
reported on the New  York  Stock Exchange on October 3, 1995.

==============================================================================
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents,  which  have  been  filed  by
Weatherford   Enterra,   Inc.,  a   Delaware   corporation   (the
"Company"),  with  the  Securities and Exchange  Commission  (the
"Commission"),   are   incorporated  by   reference   into   this
Registration Statement:

               1.   Annual Report on  Form  10-K  of  the
       Company  for  the year ended  December 31,   1994,
       filed by the Company under the Securities Exchange
       Act of 1934, as amended  (the "Exchange Act").

               2.   Quarterly Report on Form 10-Q of  the
       Company for the quarter ended March 31, 1995.

               3.   Quarterly  Report on Form 10-Q of the
       Company for the quarter ended  June 30, 1995.

               4.   Current  Report  on Form 8-K  of  the
       Company filed with the Commission on July 8, 1995.

        Any  document filed by the Company pursuant  to  Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date  of
this  Registration Statement and prior to the filing of  a  post-
effective  amendment hereto which indicates that  all  securities
offered  have been sold or which deregisters all such  securities
then  remaining unsold, shall be deemed to be incorporated herein
by  reference and to be a part hereof from the date of filing  of
such document.

ITEM 4.   DESCRIPTION OF SECURITIES.

      The  Company  is authorized by its Restated Certificate  of
Incorporation (the "Certificate") to issue 80,000,000  shares  of
Common  Stock,  $.10  par  value,  of  which  27,182,892   shares
were  legally issued and outstanding on September 30,  1995   and
1,000,000  shares of Serial Preferred Stock, $1.00 par value,  of
which  no  shares  were issued and outstanding on  September  30,
1995.   The  Company  held  32,104  shares  of  Common  Stock  in
its  treasury as of such date.  On October 5, 1995,  the  Company
issued  approximately  24,000,000  shares  of  Common  Stock   in
conjunction   with   the  merger  of  Enterra  Corporation   into
Weatherford International Incorporated, the  predecessor  of  the
Company.  Also  on  October 5, 1995,  the Company effected a one-
for-two  reverse stock split of shares of Common Stock.   All  of
the  share numbers stated in this paragraph reflect such  reverse
stock split.

      The Board of Directors of the Company is authorized by  the
Certificate to provide for the issuance of one or more series  of
Serial Preferred Stock.  The Board of Directors has the power  to
fix  various  terms  with respect to each such series,  including
voting   powers,   designations,  preferences,

                                II-1
dividend  rates,  conversion  and exchange provisions, redemption
provisions and the amounts which holders are entitled to  receive
upon any liquidation, dissolution or winding up of the Company.

      All  outstanding shares of Common Stock are fully paid  and
nonassessable.  The holders of Common Stock are entitled  to  one
vote  for  each  share on all matters voted on  by  stockholders,
including  the  election of directors, and are not  permitted  to
cumulate their votes for the election of directors.  The  holders
of  Common  Stock have no preemptive rights to subscribe  for  or
purchase   any  additional  securities  issued  by  the  Company.
Subject  to the preferential rights of the holders of the  Serial
Preferred  Stock,  if any is outstanding, the holders  of  Common
Stock are entitled to receive any dividends which may be declared
by the Board of Directors out of funds legally available therefor
and  to  share  pro  rata in the net assets of the  Company  upon
liquidation.  However, dividends have not been paid on the Common
Stock  since  December 1982, and the Company does not  anticipate
paying  dividends  on  the  Common  Stock  at  any  time  in  the
foreseeable future.

      Certain  provisions of the Certificate and By-Laws  of  the
Company  could have the effect of preventing a change in  control
of the Company in certain situations.  These provisions generally
provide  for (a) the classification of the Board of Directors  of
the  Company into three classes having staggered terms  of  three
years each; (b) the removal of directors only for cause and  with
the  approval of holders of at least 80% of the then  outstanding
voting stock entitled to vote for the election of directors;  (c)
the  filling  of  any vacancy on the Board of  Directors  by  the
remaining  directors then in office; (d) the  limitation  of  the
number of directors to a minimum of six and a maximum of fifteen,
with the exact number to be determined by the Board of Directors;
(e) the elimination of the stockholder written consent procedure;
(f)  the calling of special meetings of stockholders only by  the
Board  of  Directors; (g) the requirement that  certain  business
combinations  involving the Company and any beneficial  owner  of
20%  or  more of the outstanding voting securities of the Company
be  approved  by holders of at least 80% of the then  outstanding
shares  of voting stock of the Company, including those  held  by
such  beneficial  owner,  unless  the  business  combination   is
approved  by the continuing directors then in office  or  certain
minimum  price  requirements  are  met;  and  (h)  the  increased
stockholder vote required to amend, repeal or adopt any provision
inconsistent with the foregoing provisions to 80% or more of  the
then outstanding shares of voting stock.

      The  transfer agent and registrar for the Common  Stock  is
American Stock Transfer and Trust Company.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The legality of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Company by H. Suzanne
Thomas, Sr. Vice President, Secretary and General Counsel of  the
Company.  Ms. Thomas is a participant in the Weatherford Enterra,
Inc.  1991  Stock Option Plan and the Weatherford  Enterra,  Inc.
Restricted   Stock   Incentive  Plan  and   has   a   Weatherford
International  Incorporated Change of Control Agreement.   As  of
the  date hereof, Ms. Thomas owned beneficially 37,221  shares of
Common Stock  and held  options to  purchase an additional 28,000
shares  of  Common  Stock  (such numbers reflect the  one-for-two
reverse  stock split effected by the Company on October 5, 1995).

                                II-2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Certificate contains a provision that eliminates  the
personal monetary liability of a director to the Company and  its
stockholders  for  breach of his fiduciary  duty  of  care  as  a
director  to  the  extent currently allowed  under  the  Delaware
General  Corporation Law ("DGCL").  If a director were to  breach
the  duty of care in performing his duties as a director, neither
the  Company nor its stockholders could recover monetary  damages
from the director, and the only course of action available to the
Company's  stockholders would be equitable remedies, such  as  an
action  to enjoin or rescind a transaction involving a breach  of
the fiduciary duty of care.  To the extent certain claims against
directors are limited to equitable remedies, the provision in the
Certificate  may  reduce the likelihood of derivative  litigation
and  may  discourage stockholders or management  from  initiating
litigation  against directors for breach of their duty  of  care.
Additionally,  equitable remedies may not be  effective  in  many
situations.   If  a stockholder's only remedy is  to  enjoin  the
completion  of the Board of Directors' action, this remedy  would
be  ineffective  if the stockholder does not become  aware  of  a
transaction or event until after it has been completed.  In  such
a situation, it is possible that the stockholders and the Company
would  have  no  effective  remedy against  the  directors.   The
directors do not have liability for monetary damages for  grossly
negligent  business  decisions (in violation  of  their  duty  of
care),  including decisions made in connection with  attempts  to
acquire the Company.  Liability for monetary damages remains  for
(i)  any  breach  of the duty of loyalty to the  Company  or  its
stockholders, (ii) acts or omissions not in good faith  or  which
involve  intentional misconduct or a knowing  violation  of  law,
(iii)  payment of an improper dividend or improper repurchase  of
the  Company's stock under Section 174 of the DGCL  or  (iv)  any
transaction from which the director derived an improper  personal
benefit.  The Certificate further provides that in the event  the
DGCL is amended to allow the further elimination or limitation of
the  liability of directors, then the liability of the  Company's
directors shall be limited to the fullest extent permitted by the
amended DGCL.

        The  DGCL  permits  a  corporation to  indemnify  certain
persons,  including officers and directors, who were or  are  (or
are threatened to be made) parties to any threatened, pending  or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  by  or  in
right  of  the corporation) by reason of their being officers  or
directors of the corporation.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him, provided  the
officer  or  director acted in good faith  and  in  a  manner  he
reasonably  believed to be in or not opposed to the corporation's
best interests and, in the case of criminal proceedings, provided
he  had  no  reasonable  cause to believe that  his  conduct  was
unlawful.  The By-Laws of the Company provide indemnification  to
the  fullest extent allowed pursuant to the foregoing  provisions
of the DGCL.

        The  DGCL  further  permits a  corporation  to  indemnify
certain  persons, including officers and directors, who  were  or
are  (or  are  threatened to be made) parties to any  threatened,
pending  or  completed action, suit or proceeding by  or  in  the
right  of  the corporation to procure a judgment in its favor  by
reason   of  their  status  officers  as  or  directors  of   the
corporation.   The  indemnity  may  include  expenses  (including
attorneys'  fees)  actually  and  reasonably  incurred  by   him,
provided  the officer or director acted in good faith  and  in  a
manner  he  reasonably believed to be in or not  opposed  to  the
corporation's  best interests.  However, no such person  will  be
indemnified as to matters for which he is found to be liable  for
negligence or misconduct in the performance of his duties to  the

                                II-3
corporation  unless, and only to the extent that, indemnification
is  ordered  by  a  court.  The By-Laws of  the  Company  provide
indemnification  to the fullest extent allowed  pursuant  to  the
foregoing provisions of the DGCL.

        The  Company  also has entered, or will  enter,  into  an
indemnification agreement with each of its directors and  certain
of  its  officers.  Each such indemnification agreement  provides
for  indemnification to the fullest extent permitted by the  DGCL
and  for  the advancement of expenses, including attorneys'  fees
and  other  costs, expenses and obligations, paid or incurred  in
connection with investigating, defending, being a witness  in  or
participating in (including on appeal) any threatened, pending or
completed  action, suit or proceeding related to  the  fact  that
such  director was serving for or at the request of the  Company.
To  the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability
of  the Company to indemnify or advance expenses to officers  and
directors, such repeal or limitation may not be effective  as  to
officers  and  directors who are parties  to  an  indemnification
agreement,   since   their   rights  to   full   protection   are
contractually assured by the indemnification agreement.

        Delaware  corporations  also  are  authorized  to  obtain
insurance   to  protect  officers  and  directors  from   certain
liabilities, including liabilities against which the  corporation
cannot   indemnify  its  directors  and  officers.   The  Company
currently  has  in  effect a directors' and  officers'  liability
insurance  policy providing aggregate coverage in the  amount  of
$10,000,000.

        All  of  the foregoing indemnification provisions provide
that  such provisions are not to be deemed exclusive of any other
right to indemnity to which a director or officer may be entitled
under   any   by-law,   agreement,  vote   of   stockholders   or
disinterested directors or otherwise.

        Insofar as indemnification for liabilities arising  under
the  Securities  Act of 1933, as amended (the "Securities  Act"),
may  be  permitted to directors, officers or persons  controlling
the  Company pursuant to the foregoing provisions, or  otherwise,
the  Company  has  been  informed that  in  the  opinion  of  the
Commission  such  indemnification is  against  public  policy  as
expressed   in   the   Securities    Act   and   is,   therefore,
unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following is a list of all Exhibits filed with this
Registration Statement:

EXHIBIT NO.

     *4.1-- Restated Certificate of Incorporation of the Company,
            as amended through October 5, 1995.

                                II-4
4.2-- By-Laws of the Company, as amended through  March 17,
            1994 (incorporated by reference to Exhibit 3.1 to the
            Company's Current Report on Form 8-K dated April  28,
            1994 (File No. 1-7867)).

     *4.3-- Weatherford Enterra, Inc. 1991 Stock Option  Plan, as
            amended through October 5, 1995.

     *4.4-- Weatherford Enterra, Inc.  Restricted Stock Incentive
            Plan, as amended through October 5, 1995.

     *4.5-- D. Dale Wood Stock Option Agreement dated October  5,
            1995 between D. Dale Wood and the Company.

     *4.6-- Enterra  Corporation  Severance  Agreement   with  M.
            Timothy  Carey,  C. Paul  Evans,  Brian Charles Goff,
            Steven C. Grant, Edward C. Grimes, Steven W. Krablin,
            Windell D. Norris,  Jr.,  J. Joseph  Percle,  Michael
            Peter Smith, Michael L. Stansberry and D. Dale Wood.

     *4.7-- Amendment  1995-1  to  Severance  Agreement  with  M.
            Timothy Carey,  C. Paul  Evans,  Brian  Charles Goff,
            Steven C. Grant, Edward C. Grimes, Steven W. Krablin,
            Windell D. Norris,  Jr.,  J.  Joseph  Percle, Michael
            Peter Smith, Michael L. Stansberry and D. Dale Wood.

      4.8-- Weatherford  International  Incorporated  Change   of
            Control Agreements with Philip Burguieres,  James  R.
            Burke, M.E. Eagles, Norman W. Nolen  and  H.  Suzanne
            Thomas (incorporated by reference to Exhibit 10.5  to
            the Company's Annual Report on Form 10-K for the year
            ended December 31, 1993 (File No. 1-7867));  James D.
            Green,  Gay  S.  Mayeux,  Jon Nicholson and Weldon W.
            Walker (incorporated by reference to Exhibit 10.4  to
            the Company's Annual Report on Form 10-K for the year
            ended  December  31,  1994  (File  No.  1-7867)); and
            Philip D. Gardner, Robert  A. Seekely and  F.  Thomas
            Tilton (incorporated  by reference  to  Exhibit  10.1
            to the Company's  Quarterly Report Form 10-Q for  the
            quarter ended March 31, 1995 (File No. 1-7867)).

      4.9-- First Amendment to Change of  Control  Agreement with
            Philip  Burguieres,  James  R.  Burke,  M.E.  Eagles,
            Norman W. Nolen, H. Suzanne Thomas, James  D.  Green,
            Gay S. Mayeux,  Jon Nicholson and  Weldon  W.  Walker
            (incorporated by reference to  Exhibit  10.2  to  the
            Company's Quarterly Report  Form on Form 10-Q for the
            quarter ended  March 31, 1995 (File No. 1-7867)); and
            Philip D. Gardner,  Robert  A. Seekely and  Frederick
            T.  Tilton  (incorporated  by  reference  to  Exhibit
            10.2 to the Company's Registration Statement  on Form
            S-4 (Registration No. 33-62195)).

     4.10-- Second Amendment to Change of Control Agreement  with
            Philip  Burguieres,  James  R.  Burke,  M.E.  Eagles,
            Norman W. Nolen,  H. Suzanne Thomas,  James D. Green,
            Gay  S.  Mayeux,  Jon  Nicholson and Weldon W. Walker
            (incorporated    by  reference to Exhibit 10.1 to the
            Company's   Registration   Statement   on   Form  S-4
            (Registration No. 33-62195)).

     *5.1-- Opinion of H. Suzanne Thomas, General Counsel of  the
            Company.

                                II-5
*23.1-- Consent of Arthur Andersen  LLP.

    *23.2-- Consent of H. Suzanne Thomas, General Counsel of  the
            Company (contained in Exhibit 5.1 hereto).

    *24.1--Power of Attorney (contained on page II-9 hereof).

__________
* Filed herewith.

                                II-6
ITEM 9. UNDERTAKINGS.

       The undersigned 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;

           (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; 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;

PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not  apply  if
the  information  required  to be included  in  a  post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  by the Company pursuant to Section 13 or Section 15(d)  of
the  Exchange  Act,  that are incorporated by reference  in  this
Registration Statement.

      (2)   That,  for the purpose of determining  any  liability
under  the  Securities  Act, 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,
each filing of the registrant's annual report pursuant to section
13(a)   or  section  15(d)  of  the  Exchange  Act,  and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to section 15(d) of the Exchange  Act,  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.

        Insofar as indemnification for liabilities arising  under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions, or otherwise, the registrant has been advised that in
the  opinion  of the Commission such indemnification  is  against
public  policy  as  expressed  in  the  Securities  Act  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,

                                II-7
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 and will be governed by the final
adjudication of such issue.

                                II-8
SIGNATURES

        Pursuant  to  the requirements of the Securities  Act  of
1933, as amended, Weatherford Enterra, Inc. 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 October 5, 1995.

                                 WEATHERFORD ENTERRA, INC.

                                 By:  /s/ Philip Burguieres
                                    -----------------------------
                                      Philip Burguieres
                                 Chairman, President and Chief
                                      Executive Officer

      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 and on the dates indicated.

                       POWER OF ATTORNEY

      Each  person whose signature appears below appoints  Philip
Burguieres  and  H. Suzanne Thomas, and both of them,  either  of
whom  may  act without the joinder of the other, as 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, with all  exhibits
thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said  attorney-
in-fact and agent full power and authority to do and perform each
and  every act and thing requisite and necessary to be  done,  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 their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

       SIGNATURE                  TITLE                DATE
       ---------                  -----                ----

                          Chairman, President,
  /s/ Philip Burguieres      Chief Executive      October 5, 1995
- ------------------------  Officer and Director
  (Philip Burguieres)     (Principal Executive
                                Officer)

                           Senior Vice President,
                              Chief Financial
  /s/ Norman W. Nolen      Officer and Treasurer   October 5, 1995
- ------------------------ (Principal Financial and
   (Norman W. Nolen)       Accounting Officer)

                                  II-9
SIGNATURE                  TITLE                DATE
       ---------                  -----                ----

  /s/ Thomas N. Amonett          Director         October 5, 1995
- ------------------------
  (Thomas N. Amonett)

                                 Director
- ------------------------
 (William E. Greehey)

  /s/ John A. Hill               Director         October 5, 1995
- ------------------------
    (John A. Hill)

 /s/ John W. Johnson             Director         October 5, 1995
- ------------------------
   (John W. Johnson)

 /s/ William E. Macaulay         Director         October 5, 1995
- ------------------------
 (William E. Macaulay)

 /s/ Robert K. Moses, Jr.        Director         October 5, 1995
- ------------------------
 (Robert K. Moses, Jr.)

/s/ Robert L. Parker, Sr.        Director         October 5, 1995
- ------------------------
(Robert L. Parker, Sr.)

/s/ R. Rudolph Reinfrank         Director         October 5, 1995
- ------------------------
(R. Rudolph Reinfrank)

 /s/ Roger M. Widmann            Director         October 5, 1995
- ------------------------
  (Roger M. Widmann)

                                II-10
INDEX TO EXHIBITS

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

 *4.1 -- Restated  Certificate  of Incorporation of the Company,
         as amended through October 5, 1995.

  4.2 -- By-Laws of the Company, as  amended  through  March 17,
         1994  (incorporated  by  reference to  Exhibit  3.1  to
         the Company's  Current Report on Form 8-K  dated  April
         28, 1994 (File No. 1-7867)).

 *4.3 -- Weatherford Enterra, Inc. 1991 Stock  Option  Plan,  as
         amended through October 5, 1995.

 *4.4 -- Weatherford  Enterra, Inc.  Restricted  Stock Incentive
         Plan, as amended through October 5, 1995.

 *4.5 -- D. Dale Wood Stock Option  Agreement  dated  October 5,
         1995 between D. Dale Wood and the Company.

 *4.6 -- Enterra Corporation Severance Agreement with M. Timothy
         Carey,  C. Paul Evans,  Brian Charles  Goff,  Steven C.
         Grant, Edward C. Grimes,  Steven W. Krablin, Windell D.
         Norris,  Jr.,  J. Joseph Percle,  Michael Peter  Smith,
         Michael L. Stansberry and D. Dale Wood.

 *4.7 -- Amendment 1995-1 to Severance Agreement with M. Timothy
         Carey,  C. Paul Evans,  Brian  Charles Goff,  Steven C.
         Grant, Edward C. Grimes, Steven W.  Krablin, Windell D.
         Norris,  Jr.,  J.  Joseph Percle,  Michael Peter Smith,
         Michael L. Stansberry and D. Dale Wood.

  4.8 -- Weatherford   International   Incorporated   Change  of
         Control  Agreement  with  Philip  Burguieres,  James R.
         Burke,  M.E.  Eagles,  Norman W. Nolen  and  H. Suzanne
         Thomas  (incorporated by  reference  to Exhibit 10.5 to
         the  Company's Annual  Report on Form 10-K for the year
         ended December 31,  1993  (File No. 1-7867));  James D.
         Green,  Gay S. Mayeux,  Jon  Nicholson  and  Weldon  W.
         Walker  (incorporated by reference to  Exhibit  10.4 to
         the Company's  Annual  Report on Form 10-K for the year
         ended December 31, 1994  (File No. 1-7867)); and Philip
         D.  Gardner,  Robert A. Seekely  and F.  Thomas  Tilton
         (incorporated  by  reference  to  Exhibit  10.1  to the
         Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 1995 (File No. 1-7867)).

  4.9 -- First Amendment  to  Change  of  Control Agreement with
         Philip Burguieres,  James R. Burke, M.E. Eagles, Norman
         W. Nolen,  H. Suzanne Thomas,  James D. Green,   Gay S.
         Mayeux,    Jon   Nicholson   and   Weldon   W.   Walker
         (incorporated by  reference  to  Exhibit  10.2  to  the
         Company's Quarterly Report on Form 10-Q for the quarter
         ended  March 31, 1995 (File No. 1-7867)); and Philip D.
         Gardner,  Robert  A. Seekely  and  Frederick T.  Tilton
         (incorporated  by  reference  to  Exhibit  10.2  to the
         Company's    Registration   Statement   on   Form   S-4
         (Registration No. 33-62195)).
4.10-- Second   Amendment  to  Change  of  Control   Agreement
         with  Philip  Burguieres, James R. Burke, M.E.  Eagles,
         Norman W. Nolen, H. Suzanne Thomas, James D. Green, Gay
         S.  Mayeux,   Jon  Nicholson  and  Weldon   W.   Walker
         (incorporated  by  reference to  Exhibit  10.1  to  the
         Company's   Registration   Statement   on   Form    S-4
         (Registration No. 33-62195)).

 *5.1 -- Opinion  of H. Suzanne Thomas,  General Counsel of  the
         Company.

*23.1 -- Consent of Arthur Andersen, LLP.

*23.2 -- Consent of  H. Suzanne Thomas,  General Counsel  of the
         Company (contained  in  Exhibit  5.1 hereto).

*24.1 -- Power of Attorney (contained on page II-9).