<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
                                                   Registration No. 333-
===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           __________________________

                               SCHLUMBERGER N.V.
                             (SCHLUMBERGER LIMITED)
             (Exact name of registrant as specified in its charter)

      NETHERLANDS ANTILLES                              52-0684746
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)

         277 PARK AVENUE
       NEW YORK, NEW YORK                                10172-266

     42, RUE SAINT-DOMINIQUE
          PARIS, FRANCE                                    75007

    PARKSTRAAT 83, THE HAGUE
         THE NETHERLANDS                                  2514 JG
(Addresses of Principal Executive Offices)              (Zip Codes)

--------------------------------------------------------------------------------
                      SCHLUMBERGER 1998 STOCK OPTION PLAN
                           (Full title of the plan)
--------------------------------------------------------------------------------

                            JAMES L. GUNDERSON, ESQ.
                         GENERAL COUNSEL AND SECRETARY
                              SCHLUMBERGER LIMITED
                                277 PARK AVENUE
                         NEW YORK, NEW YORK  10172-2066
                    (Name and Address of agent for service)

                                 (212) 350-9400
                    (Telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
                                                     Proposed maximum       Proposed maximum
   Title of securities          Amount to be        offering price per     aggregate offering            Amount of
     to be registered            registered              share(1)               price (1)             registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                    <C>                     <C>
Common Stock, par value
 $.01 per share...........      12,000,000(2)             $75.25              $903,000,000               $238,392
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of the high and low
sales price of the shares of Common Stock of Schlumberger Limited quoted on the
New York Stock Exchange on May 1, 2000.
(2)  Plus such additional number of shares as may be issuable by reason of the
antidilution provisions of the plan.
===============================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     Note:  The document(s) containing the information concerning the
Schlumberger 1998 Stock Option Plan required by Item 1 of Form S-8 and the
statement of availability of registrant information and other information
required by Item 2 of Form S-8 will be sent or given to employees as specified
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.  The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon request, the registrant will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Schlumberger Limited, a corporation organized under the laws of the
Netherlands Antilles, incorporates by reference in this registration statement
the following documents:


1.  Our Annual Report on Form 10-K for the year ended December 31, 1999;

2.  Our Current Report on Form 8-K filed on January 10, 2000; and

3.  The description of our common stock contained in our registration statement
    on Form 20 dated January 8, 1962, filed under the Securities Exchange Act of
    1934, as amended (the "Exchange Act"), including any amendment or report
    filed for the purpose of updating such description.

     Each document filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, subsequent to the date of this registration statement 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 such
documents.

     Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.


ITEM 4.  DESCRIPTION OF SECURITIES

     Authorized, Issued and Treasury Shares

     We are authorized to issue 1,000,000,000 shares of common stock, par value
$0.01 per share.  On March 31, 2000, 667,071,863 shares were issued; 568,853,186
shares were outstanding; and 98,218,677 shares were held by us as treasury
stock.  In addition, we are authorized to issue, with some limitations with
respect to voting rights, liquidation and dividend preferences, 200,000,000
shares of cumulative preferred stock, par value $0.01 per share, which may be
issued in one or more separate series.  If issued, the preferred stock may
contain provisions allowing it to be converted into common stock under terms and
conditions specified by our board of directors.  No shares of preferred stock
have been issued as of the date hereof.

     Dividend Rights

     All outstanding shares of our common stock (i.e., shares not held by us or
our subsidiaries) are entitled to participate equally and receive dividends
which may be paid out of available profits of the preceding fiscal year or
years.  All accumulated and unpaid dividends payable on preferred stock (if
issued and outstanding) must be paid prior to the payment of any dividends on
common stock.  The amount of dividends payable with respect to any fiscal year
is determined by the stockholders at the annual general meeting held within nine
months of such fiscal year following such fiscal year, except that our board of
directors may declare interim dividends.

     Voting Rights

     Each holder of shares of common stock is entitled to one vote for each
share registered in that holder's name.  Voting rights may be exercised in
person or by proxy.  No action to amend our articles of incorporation or to

                                      II-1
<PAGE>

sell all or substantially all of our assets or to dissolve us can be taken
except upon the authorization of the holders of at least a majority of the
outstanding shares eligible to vote. In addition, holders of preferred stock (if
issued and outstanding) would have additional rights to vote as a class on
certain amendments to our articles of incorporation that would adversely affect
the preferred stock. Any other action requiring the approval of the stockholders
may be authorized by a majority of the votes cast at any meeting at which a
quorum is present, except that, if a quorum is not present at any meeting, a
second meeting may be called, to be held within two months, at which second
meeting, despite the absence of a quorum, valid resolutions may be adopted with
respect to any matter stated in the notice of the original meeting and of the
second meeting. A quorum consists of not less than 50% of the shares outstanding
and eligible to vote.

     Our board of directors is authorized to effect reorganizations or
rearrangements of our corporate structure or that of our subsidiaries without
the vote of stockholders if such reorganization or rearrangement does not result
in any diminution of the beneficial interest of the stockholders in our assets.
The board of directors may change our corporate domicile from the Netherlands
Antilles to another jurisdiction without the necessity of any stockholder action
or approval.

     Preemptive and Other Rights

     The shares of our common stock do not carry any preemptive or conversion
rights, and there are no redemption provisions with respect to the common stock.
The shares of preferred stock (if issued and outstanding) would not carry any
preemptive rights, but our board of directors could specify conversion rights,
redemption provisions and (within limits) liquidation preferences with respect
to one or more series of preferred stock.  We may for our own account purchase
shares of common stock so long as at least one-fifth of our authorized capital
stock remains outstanding with other holders.  In the event of liquidation, each
share of common stock is entitled to equal rights after satisfaction of any
preferred stock liquidation preference.

     Listing, Transfer Agents and Registrars

     Our common stock is listed for trading on the New York, London, Paris,
Amsterdam and Swiss stock exchanges.  The Transfer Agent and Registrar for the
common stock is Boston EquiServe LP, Boston, Massachusetts.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article IX, Section 7 of our Articles of Incorporation and Article V of our
By-Laws provide that:

     We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of Schlumberger) by reason of the fact
that he or she is or was a director, officer, employee or agent of Schlumberger,
or is or was serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of Schlumberger, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

     We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of Schlumberger to procure a judgment in our

                                      II-2
<PAGE>

favor by reason of the fact that he or she is or was a director, officer,
employee or agent of Schlumberger, or is or was serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or entity against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to our best interests and except
that no indemnification may be made in respect of any claim, issue or matter as
to which that person has been finally adjudged to be liable to us for improper
conduct unless and only to the extent that the court in which that action or
suit was brought or any other court having appropriate jurisdiction determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, that person is fairly and reasonably entitled to
indemnity for those expenses, judgments, fines and amounts paid in settlement
which the court in which the action or suit was brought or such other court
having appropriate jurisdiction deems proper.

     To the extent that one of our directors, officers, employees or agents has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the two preceding paragraphs, or in defense of any
claim, issue or matter therein, we will indemnify that person against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

     Any indemnification under the first two paragraphs in this item (unless
ordered by a court) may be made by us only as authorized by contract approved,
or by-laws, resolution or other action adopted or taken, by the board of
directors or by the stockholders.

     Expenses incurred in defending a civil or criminal action, suit or
proceeding will be paid by us in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified by us as authorized
by Article V of the By-Laws or Article IX, Section 7 of the Articles of
Incorporation.

     The indemnification and advancement of expenses provided by or granted
pursuant to the other Sections of Article V of the By-Laws and Article IX,
Section 7 of the Articles of Incorporation are not exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any law, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and continues as to
a person who has ceased to be a director, officer, employee or agent and inures
to the benefit of the heirs, executors and administrators of that person.

     We have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of Schlumberger, or
is or was serving at our request in such a capacity for another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against that person and incurred by that person in any of those
capacities or arising out of his status as such, whether or not we may indemnify
him or her against such liability under the provisions of Article V of the By-
Laws or Article IX, Section 7 of the Articles of Incorporation.

     For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Articles of Incorporation, reference to us or Schlumberger includes, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, stands in the same position under the
provisions of Article V of the By-Laws and Article IX, Section 7 of the Articles
of Incorporation with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     In addition, we maintain directors' and officers' liability insurance which
insures against certain liabilities that the officers and directors of
Schlumberger may incur in such capacities.

                                      II-3
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8.  EXHIBITS

     The following documents are filed as a part of this registration statement
or incorporated by reference herein:


Exhibit
  No.
-------

           Description
           -----------
<TABLE>
<S>    <C>
*4.1   --  Articles of Incorporation of Schlumberger N.V. as last amended on
           April 28, 1997 (incorporated by reference to Exhibit 3(i) to the Form
           10-Q for the quarter ended March 31, 1997, File No. 1-4601).
*4.2   --  By-laws of Schlumberger N.V. as last amended on October 20, 1993
           (incorporated by reference to Exhibit 3 to the Form 10-K for the year
           ended December 31, 1993, File No. 1-4601).
*4.3   --  Schlumberger 1998 Stock Option Plan (incorporated by reference to
           Exhibit 10(g) to the Form 10-K for the year ended December 31, 1997,
           File No. 1-4601).
*4.4   --  First Amendment to Schlumberger 1998 Stock Option Plan (incorporated
           by reference to Exhibit 10(i) to the Form 10-K for the year ended
           December 31, 1999, File No. 1-4601).
   5   --  Opinion of Ellen S. Summer, Esq. (filed herewith).
23.1   --  Consent of PricewaterhouseCoopers LLP, independent accountants (filed
           herewith).
23.2   --  Consent of Ellen S. Summer, Esq. (included in Exhibit 5).
  24   --  Powers of Attorney (filed herewith).
</TABLE>
__________________

*    Incorporated by reference as indicated.

ITEM 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
     changes in volume and

                                      II-4
<PAGE>

     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 the registration statement
     or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

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

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

     (b) 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
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) 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 provisions described under Item 6 above, 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, 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-5
<PAGE>

                                  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 New York, State of New York, on May 5, 2000.


                                SCHLUMBERGER N.V.
                                (Schlumberger Limited)

                                By: /s/ Jack Liu
                                    ------------
                                    Jack Liu
                                    Executive Vice President--Finance;
                                    Chief Financial Officer and Chief
                                    Accounting Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 5, 2000
in the capacities indicated.



            *                                     *
------------------------------      ------------------------------
D. Euan Baird                       William T. McCormick, Jr.
Director, Chairman, President       Director
and Chief Executive Officer


            *                                     *
------------------------------      ------------------------------
Victor E. Grijalva                  Didier Primat
Director, Vice Chairman             Director


/s/ Jack Liu                                      *
------------------------------      ------------------------------
Jack Liu                            Nicolas Seydoux
Executive Vice President--Finance;
Chief Financial Officer and
Chief Accounting Officer


            *                                     *
------------------------------      ------------------------------
Don E. Ackerman                     Linda G. Stuntz
Director                            Director


            *                                     *
------------------------------      ------------------------------
John Deutch                         Sven Ullring
Director                            Director


            *                                     *
------------------------------      ------------------------------
Denys Henderson                     Yoshihiko Wakumoto
Director                            Director


            *
------------------------------
Andre Levy-Lang
Director

                                      II-6
<PAGE>

*By:  /s/ Ellen S. Summer
    --------------------------
    Ellen S. Summer
    Attorney-in-Fact

                                      II-7
<PAGE>

                                 EXHIBIT INDEX


Exhibit
  No.    Description
-------  -----------
 *4.1    --Articles of Incorporation of Schlumberger N.V. as last amended on
           April 28, 1997 (incorporated by reference to Exhibit 3(i) to the Form
           10-Q for the quarter ended March 31, 1997, File No. 1-4601).
 *4.2    --By-laws of Schlumberger N.V. as last amended on October 20, 1993
           (incorporated by reference to Exhibit 3 to the Form 10-K for the year
           ended December 31, 1993, File No. 1-4601).
 *4.3    --Schlumberger 1998 Stock Option Plan (incorporated by reference to
           Exhibit 10(g) to the Form 10-K for the year ended December 31, 1997,
           File No. 1-4601).
 *4.4    --First Amendment to Schlumberger 1998 Stock Option Plan (incorporated
           by reference to Exhibit 10(i) to the Form 10-K for the year ended
           December 31, 1999, File No. 1-4601).
  5      --Opinion of Ellen S. Summer, Esq. (filed herewith).
 23.1    --Consent of PricewaterhouseCooper LLP, independent accountants (filed
           herewith).
 23.2    --Consent of Ellen S. Summer, Esq. (included in Exhibit 5).
 24      --Powers of Attorney (filed herewith).
_____________
*  Incorporated by reference as indicated.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 STOCK OPTION PLAN", "secsgml_size_bytes": 27501}]
{"company-data": {"conformed-name": "SCHLUMBERGER LTD /NY/", "cik": "0000087347", "assigned-sic": "1389", "irs-number": "520684746", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36366", "film-number": "620403"}, "business-address": {"street1": "42 RUE ST DOMINIQUE", "city": "PARIS FRANCE 75007", "state": "I0", "phone": "2123509400"}, "mail-address": {"street1": "277 PARK AVE", "street2": "C/O CAROLE H FINAMORE", "city": "NEW YORK", "state": "NY", "zip": "10172"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
                                                   Registration No. 333-
===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           __________________________

                               SCHLUMBERGER N.V.
                             (SCHLUMBERGER LIMITED)
             (Exact name of registrant as specified in its charter)

      NETHERLANDS ANTILLES                              52-0684746
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)

         277 PARK AVENUE
       NEW YORK, NEW YORK                                10172-266

     42, RUE SAINT-DOMINIQUE
          PARIS, FRANCE                                    75007

    PARKSTRAAT 83, THE HAGUE
         THE NETHERLANDS                                  2514 JG
(Addresses of Principal Executive Offices)              (Zip Codes)

--------------------------------------------------------------------------------
                      SCHLUMBERGER 1998 STOCK OPTION PLAN
                           (Full title of the plan)
--------------------------------------------------------------------------------

                            JAMES L. GUNDERSON, ESQ.
                         GENERAL COUNSEL AND SECRETARY
                              SCHLUMBERGER LIMITED
                                277 PARK AVENUE
                         NEW YORK, NEW YORK  10172-2066
                    (Name and Address of agent for service)

                                 (212) 350-9400
                    (Telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                     Proposed maximum       Proposed maximum
   Title of securities          Amount to be        offering price per     aggregate offering            Amount of
     to be registered            registered              share(1)               price (1)             registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share...........      12,000,000(2)             $75.25              $903,000,000               $238,392
--------------------------------------------------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of the high and low
sales price of the shares of Common Stock of Schlumberger Limited quoted on the
New York Stock Exchange on May 1, 2000.
(2)  Plus such additional number of shares as may be issuable by reason of the
antidilution provisions of the plan.
===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note:  The document(s) containing the information concerning the
Schlumberger 1998 Stock Option Plan required by Item 1 of Form S-8 and the
statement of availability of registrant information and other information
required by Item 2 of Form S-8 will be sent or given to employees as specified
by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.  The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon request, the registrant will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Schlumberger Limited, a corporation organized under the laws of the
Netherlands Antilles, incorporates by reference in this registration statement
the following documents:

1.  Our Annual Report on Form 10-K for the year ended December 31, 1999;

2.  Our Current Report on Form 8-K filed on January 10, 2000; and

3.  The description of our common stock contained in our registration statement
    on Form 20 dated January 8, 1962, filed under the Securities Exchange Act of
    1934, as amended (the "Exchange Act"), including any amendment or report
    filed for the purpose of updating such description.

     Each document filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, subsequent to the date of this registration statement 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 such
documents.

     Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Authorized, Issued and Treasury Shares

     We are authorized to issue 1,000,000,000 shares of common stock, par value
$0.01 per share.  On March 31, 2000, 667,071,863 shares were issued; 568,853,186
shares were outstanding; and 98,218,677 shares were held by us as treasury
stock.  In addition, we are authorized to issue, with some limitations with
respect to voting rights, liquidation and dividend preferences, 200,000,000
shares of cumulative preferred stock, par value $0.01 per share, which may be
issued in one or more separate series.  If issued, the preferred stock may
contain provisions allowing it to be converted into common stock under terms and
conditions specified by our board of directors.  No shares of preferred stock
have been issued as of the date hereof.

     Dividend Rights

     All outstanding shares of our common stock (i.e., shares not held by us or
our subsidiaries) are entitled to participate equally and receive dividends
which may be paid out of available profits of the preceding fiscal year or
years.  All accumulated and unpaid dividends payable on preferred stock (if
issued and outstanding) must be paid prior to the payment of any dividends on
common stock.  The amount of dividends payable with respect to any fiscal year
is determined by the stockholders at the annual general meeting held within nine
months of such fiscal year following such fiscal year, except that our board of
directors may declare interim dividends.

     Voting Rights

     Each holder of shares of common stock is entitled to one vote for each
share registered in that holder's name.  Voting rights may be exercised in
person or by proxy.  No action to amend our articles of incorporation or to

                                      II-1
sell all or substantially all of our assets or to dissolve us can be taken
except upon the authorization of the holders of at least a majority of the
outstanding shares eligible to vote. In addition, holders of preferred stock (if
issued and outstanding) would have additional rights to vote as a class on
certain amendments to our articles of incorporation that would adversely affect
the preferred stock. Any other action requiring the approval of the stockholders
may be authorized by a majority of the votes cast at any meeting at which a
quorum is present, except that, if a quorum is not present at any meeting, a
second meeting may be called, to be held within two months, at which second
meeting, despite the absence of a quorum, valid resolutions may be adopted with
respect to any matter stated in the notice of the original meeting and of the
second meeting. A quorum consists of not less than 50% of the shares outstanding
and eligible to vote.

     Our board of directors is authorized to effect reorganizations or
rearrangements of our corporate structure or that of our subsidiaries without
the vote of stockholders if such reorganization or rearrangement does not result
in any diminution of the beneficial interest of the stockholders in our assets.
The board of directors may change our corporate domicile from the Netherlands
Antilles to another jurisdiction without the necessity of any stockholder action
or approval.

     Preemptive and Other Rights

     The shares of our common stock do not carry any preemptive or conversion
rights, and there are no redemption provisions with respect to the common stock.
The shares of preferred stock (if issued and outstanding) would not carry any
preemptive rights, but our board of directors could specify conversion rights,
redemption provisions and (within limits) liquidation preferences with respect
to one or more series of preferred stock.  We may for our own account purchase
shares of common stock so long as at least one-fifth of our authorized capital
stock remains outstanding with other holders.  In the event of liquidation, each
share of common stock is entitled to equal rights after satisfaction of any
preferred stock liquidation preference.

     Listing, Transfer Agents and Registrars

     Our common stock is listed for trading on the New York, London, Paris,
Amsterdam and Swiss stock exchanges.  The Transfer Agent and Registrar for the
common stock is Boston EquiServe LP, Boston, Massachusetts.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article IX, Section 7 of our Articles of Incorporation and Article V of our
By-Laws provide that:

     We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of Schlumberger) by reason of the fact
that he or she is or was a director, officer, employee or agent of Schlumberger,
or is or was serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of Schlumberger, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

     We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of Schlumberger to procure a judgment in our

                                      II-2
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of Schlumberger, or is or was serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or entity against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to our best interests and except
that no indemnification may be made in respect of any claim, issue or matter as
to which that person has been finally adjudged to be liable to us for improper
conduct unless and only to the extent that the court in which that action or
suit was brought or any other court having appropriate jurisdiction determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, that person is fairly and reasonably entitled to
indemnity for those expenses, judgments, fines and amounts paid in settlement
which the court in which the action or suit was brought or such other court
having appropriate jurisdiction deems proper.

     To the extent that one of our directors, officers, employees or agents has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the two preceding paragraphs, or in defense of any
claim, issue or matter therein, we will indemnify that person against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

     Any indemnification under the first two paragraphs in this item (unless
ordered by a court) may be made by us only as authorized by contract approved,
or by-laws, resolution or other action adopted or taken, by the board of
directors or by the stockholders.

     Expenses incurred in defending a civil or criminal action, suit or
proceeding will be paid by us in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified by us as authorized
by Article V of the By-Laws or Article IX, Section 7 of the Articles of
Incorporation.

     The indemnification and advancement of expenses provided by or granted
pursuant to the other Sections of Article V of the By-Laws and Article IX,
Section 7 of the Articles of Incorporation are not exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any law, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and continues as to
a person who has ceased to be a director, officer, employee or agent and inures
to the benefit of the heirs, executors and administrators of that person.

     We have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of Schlumberger, or
is or was serving at our request in such a capacity for another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against that person and incurred by that person in any of those
capacities or arising out of his status as such, whether or not we may indemnify
him or her against such liability under the provisions of Article V of the By-
Laws or Article IX, Section 7 of the Articles of Incorporation.

     For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Articles of Incorporation, reference to us or Schlumberger includes, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, stands in the same position under the
provisions of Article V of the By-Laws and Article IX, Section 7 of the Articles
of Incorporation with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     In addition, we maintain directors' and officers' liability insurance which
insures against certain liabilities that the officers and directors of
Schlumberger may incur in such capacities.

                                      II-3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     The following documents are filed as a part of this registration statement
or incorporated by reference herein:

Exhibit
  No.
-------

           Description
           -----------
*4.1   --  Articles of Incorporation of Schlumberger N.V. as last amended on
           April 28, 1997 (incorporated by reference to Exhibit 3(i) to the Form
           10-Q for the quarter ended March 31, 1997, File No. 1-4601).
*4.2   --  By-laws of Schlumberger N.V. as last amended on October 20, 1993
           (incorporated by reference to Exhibit 3 to the Form 10-K for the year
           ended December 31, 1993, File No. 1-4601).
*4.3   --  Schlumberger 1998 Stock Option Plan (incorporated by reference to
           Exhibit 10(g) to the Form 10-K for the year ended December 31, 1997,
           File No. 1-4601).
*4.4   --  First Amendment to Schlumberger 1998 Stock Option Plan (incorporated
           by reference to Exhibit 10(i) to the Form 10-K for the year ended
           December 31, 1999, File No. 1-4601).
   5   --  Opinion of Ellen S. Summer, Esq. (filed herewith).
23.1   --  Consent of PricewaterhouseCoopers LLP, independent accountants (filed
           herewith).
23.2   --  Consent of Ellen S. Summer, Esq. (included in Exhibit 5).
  24   --  Powers of Attorney (filed herewith).
__________________

*    Incorporated by reference as indicated.

ITEM 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
     changes in volume and

                                      II-4
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 the registration statement
     or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

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

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

     (b) 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
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) 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 provisions described under Item 6 above, 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, 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-5
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 New York, State of New York, on May 5, 2000.

                                SCHLUMBERGER N.V.
                                (Schlumberger Limited)

                                By: /s/ Jack Liu
                                    ------------
                                    Jack Liu
                                    Executive Vice President--Finance;
                                    Chief Financial Officer and Chief
                                    Accounting Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 5, 2000
in the capacities indicated.

            *                                     *
------------------------------      ------------------------------
D. Euan Baird                       William T. McCormick, Jr.
Director, Chairman, President       Director
and Chief Executive Officer

            *                                     *
------------------------------      ------------------------------
Victor E. Grijalva                  Didier Primat
Director, Vice Chairman             Director

/s/ Jack Liu                                      *
------------------------------      ------------------------------
Jack Liu                            Nicolas Seydoux
Executive Vice President--Finance;
Chief Financial Officer and
Chief Accounting Officer

            *                                     *
------------------------------      ------------------------------
Don E. Ackerman                     Linda G. Stuntz
Director                            Director

            *                                     *
------------------------------      ------------------------------
John Deutch                         Sven Ullring
Director                            Director

            *                                     *
------------------------------      ------------------------------
Denys Henderson                     Yoshihiko Wakumoto
Director                            Director

            *
------------------------------
Andre Levy-Lang
Director

                                      II-6
*By:  /s/ Ellen S. Summer
    --------------------------
    Ellen S. Summer
    Attorney-in-Fact

                                      II-7
EXHIBIT INDEX

Exhibit
  No.    Description
-------  -----------
 *4.1    --Articles of Incorporation of Schlumberger N.V. as last amended on
           April 28, 1997 (incorporated by reference to Exhibit 3(i) to the Form
           10-Q for the quarter ended March 31, 1997, File No. 1-4601).
 *4.2    --By-laws of Schlumberger N.V. as last amended on October 20, 1993
           (incorporated by reference to Exhibit 3 to the Form 10-K for the year
           ended December 31, 1993, File No. 1-4601).
 *4.3    --Schlumberger 1998 Stock Option Plan (incorporated by reference to
           Exhibit 10(g) to the Form 10-K for the year ended December 31, 1997,
           File No. 1-4601).
 *4.4    --First Amendment to Schlumberger 1998 Stock Option Plan (incorporated
           by reference to Exhibit 10(i) to the Form 10-K for the year ended
           December 31, 1999, File No. 1-4601).
  5      --Opinion of Ellen S. Summer, Esq. (filed herewith).
 23.1    --Consent of PricewaterhouseCooper LLP, independent accountants (filed
           herewith).
 23.2    --Consent of Ellen S. Summer, Esq. (included in Exhibit 5).
 24      --Powers of Attorney (filed herewith).
_____________
*  Incorporated by reference as indicated.