<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1999
                                                      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 of           (I.R.S. Employer
          incorporation or organization)            Identification No.)

                 277 PARK AVENUE
               NEW YORK, NEW YORK                      10172-2066

             42, RUE SAINT-DOMINIQUE
                  PARIS, FRANCE                           75007

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

--------------------------------------------------------------------------------
                       PRODUCTION OPERATORS THRIFT 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)

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

<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                                   Proposed
                                              Proposed             maximum
Title of securities       Amount to be     maximum offering   aggregate offering      Amount of
to be registered          registered(1)   price per share(2)       price(2)       registration fee
--------------------------------------------------------------------------------------------------
<S>                       <C>               <C>                <C>                    <C>
Common Stock (par value
 $.01 per share)........     600,000         $60.157            $36,094,200            $10,034
==================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
    statement also covers an indeterminate amount of interests to be offered or sold pursuant to
    the employee benefit plan described herein.
(2) 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 June 24, 1999.
==================================================================================================
</TABLE>
<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 (the "Company"), and the Production Operators Thrift Plan,
as amended (the "Plan"), incorporate by reference in this registration statement
the following documents:

    1.   The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

    3.   The Plan's Annual Report on Form 11-K for the Plan year ended
December 31, 1998 being filed concurrently herewith; and

    4.   The description of the Schlumberger Common Stock contained in the
Company's 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 the Company or the Plan 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

  The Company is authorized to issue 1,000,000,000 shares of common stock, par
value $0.01 per share ("Schlumberger Common Stock"), of which 665,712,058 shares
were issued; 547,193,933 shares were outstanding; and 118,518,125 shares were
held by the Company as treasury stock on May 31, 1999.  In addition, the Company
is authorized to issue, subject to certain limitations with respect to voting
rights, liquidation and dividend preferences, 200,000,000 shares of cumulative
preferred stock, par value $0.01 per share ("Schlumberger Preferred Stock"),
which may be issued in one or more separate series.  If issued, the Schlumberger
Preferred Stock may contain provisions allowing it to be converted into
Schlumberger Common Stock under terms and conditions specified by the Board of
Directors of the Company.  No shares of Schlumberger Preferred Stock have been
issued as of the date hereof.

DIVIDEND RIGHTS

  All outstanding shares of Schlumberger Common Stock (i.e., shares not held by
the Company and its 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
Schlumberger Preferred Stock (if issued and outstanding) must be paid prior to
the payment of any dividends on Schlumberger 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 the Board of Directors may
declare interim dividends.

VOTING RIGHTS

  Each holder of shares of Schlumberger Common Stock is entitled to one vote for
each share registered in such holder's name.  Voting rights may be exercised in
person or by proxy.  No action to amend the Deed of Incorporation or to sell all
or substantially all of the Company's assets or to dissolve the Company 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 Schulmberger
Preferred Stock (if issued and outstanding) would have additional rights to vote
as a class on certain amendments to the Company's Deed of Incorporation that
would adversely affect Schlumberger 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.

  The Board of Directors of the Company is authorized to effect reorganizations
or rearrangements of the corporate structure of the Company or its 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
the assets of the Company.  The Board of Directors may change the Company's
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 Schlumberger Common Stock do not carry any preemptive or
conversion rights,  and there are no redemption provisions with respect to
Schlumberger Common Stock.  The shares of Schlumberger Preferred Stock (if
issued and outstanding) would not carry any preemptive rights, but the Board of
Directors could specify conversion rights, redemption provisions and (within
limits) liquidation preferences with respect to one or more series of Preferred
Stock.  The Company may for its own account purchase shares of Schlumberger
Common Stock so long as at least one-fifth of the authorized capital stock of
the Company remains outstanding with holders other than the Company.  In the
event of liquidation, each share of Schlumberger Common Stock is entitled to
equal rights after satisfaction of any Schlumberger Preferred Stock liquidation
preference.

LISTING, TRANSFER AGENTS AND REGISTRARS

  Schlumberger Common Stock is listed for trading on the New York, London,
Paris, Amsterdam and Swiss stock exchanges.  The Transfer Agent and Registrar
for Schlumberger 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 the Company's Deed of Incorporation and Article V
of the Company's By-Laws provide that:

    The Company has 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 the Company) by reason of the fact
that he or she is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company 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 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 the Company, and, with respect to any criminal action
or proceeding, had

                                      II-1
<PAGE>

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 the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

    The Company has 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 the Company to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company 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 the best interests of the
Company 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 the Company 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 a director, officer, employee or agent of the Company 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, the Company 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  the Company 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 the Company 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 the
Company as authorized by Article V of the By-Laws or Article IX, Section 7 of
the Deed 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 Deed 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.

    The Company has the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company 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
the Company 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 Deed of
Incorporation.

    For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Deed of Incorporation, reference to the Company 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

                                      II-2
<PAGE>

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 Deed 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, the Company maintains directors' and officers' liability
insurance which insures against certain liabilities that the officers and
directors of the Company may incur in such capacities.

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     --    Deed of Incorporation of the Company, as amended (incorporated by
               reference to Exhibit 3(i) to the Company's Form 10-Q for the
               quarter ended March 31, 1997).

 4.2     --    By-laws of the Company, as amended (incorporated by reference to
               Exhibit 3 to the Company's Form 10-K for the year ended December
               31, 1993).

 4.3     --    Production Operators Thrift Plan.

23       --    Consent of PricewaterhouseCoopers LLP.

24       --    Powers of Attorney (incorporated by reference to Exhibit 24 to
               the Company's Registration Statement on Form S-8, Reg.
               No. 333-62545).

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

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 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;

                                      II-3
<PAGE>

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

provided, however, that 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 (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 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-4
<PAGE>

                                  SIGNATURES

    The Registrant.  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 June 28, 1999.

                         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 June 28, 1999
in the capacities indicated.


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


               *                                      *
--------------------------------        ------------------------------
Victor 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


*By:  /s/ ELLEN S. SUMMER
    ----------------------------
    Ellen S. Summer
    Attorney-in-Fact
<PAGE>

    The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have 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 June 28, 1999.

                         PRODUCTION OPERATORS THRIFT PLAN



                         By:   /s/ JOHN A. KLUEPFEL
                            -------------------------------
                              John A. Kluepfel
                              Trustee


                         By:   /s/ BRIAN E. TAYLOR
                            -------------------------------
                              Brian E. Taylor
                              Trustee
<PAGE>

                                 EXHIBIT INDEX


Exhibit
  No.         Description
-------       ------------------------------------------------------------------
 4.1    --    Deed of Incorporation of the Company as amended (incorporated by
              reference to Exhibit 3(i) to the Company's Form 10-Q for the
              quarter ended March 31, 1997).

 4.2    --    By-laws of the Company as amended (incorporated by reference to
              Exhibit 3 to the Company's Form 10-K for the year ended
              December 31, 1993).

 4.3    --    Production Operators Thrift Plan.

23      --    Consent of PricewaterhouseCoopers LLP.

24      --    Powers of Attorney (incorporated by reference to Exhibit 24 to the
              Company's Registration Statement on Form S-8, Reg. No. 333-62545).




                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27609}]
{"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": "333-81713", "film-number": "99653747"}, "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 JUNE 28, 1999
                                                      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 of           (I.R.S. Employer
          incorporation or organization)            Identification No.)

                 277 PARK AVENUE
               NEW YORK, NEW YORK                      10172-2066

             42, RUE SAINT-DOMINIQUE
                  PARIS, FRANCE                           75007

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

--------------------------------------------------------------------------------
                       PRODUCTION OPERATORS THRIFT 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)

                    Telephone number, including area code,
                             of agent for service:
                                (212) 350-9400
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                                   Proposed
                                              Proposed             maximum
Title of securities       Amount to be     maximum offering   aggregate offering      Amount of
to be registered          registered(1)   price per share(2)       price(2)       registration fee
--------------------------------------------------------------------------------------------------
Common Stock (par value
 $.01 per share)........     600,000         $60.157            $36,094,200            $10,034
==================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
    statement also covers an indeterminate amount of interests to be offered or sold pursuant to
    the employee benefit plan described herein.
(2) 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 June 24, 1999.
==================================================================================================
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 (the "Company"), and the Production Operators Thrift Plan,
as amended (the "Plan"), incorporate by reference in this registration statement
the following documents:

    1.   The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

    3.   The Plan's Annual Report on Form 11-K for the Plan year ended
December 31, 1998 being filed concurrently herewith; and

    4.   The description of the Schlumberger Common Stock contained in the
Company's 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 the Company or the Plan 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

  The Company is authorized to issue 1,000,000,000 shares of common stock, par
value $0.01 per share ("Schlumberger Common Stock"), of which 665,712,058 shares
were issued; 547,193,933 shares were outstanding; and 118,518,125 shares were
held by the Company as treasury stock on May 31, 1999.  In addition, the Company
is authorized to issue, subject to certain limitations with respect to voting
rights, liquidation and dividend preferences, 200,000,000 shares of cumulative
preferred stock, par value $0.01 per share ("Schlumberger Preferred Stock"),
which may be issued in one or more separate series.  If issued, the Schlumberger
Preferred Stock may contain provisions allowing it to be converted into
Schlumberger Common Stock under terms and conditions specified by the Board of
Directors of the Company.  No shares of Schlumberger Preferred Stock have been
issued as of the date hereof.

DIVIDEND RIGHTS

  All outstanding shares of Schlumberger Common Stock (i.e., shares not held by
the Company and its 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
Schlumberger Preferred Stock (if issued and outstanding) must be paid prior to
the payment of any dividends on Schlumberger 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 the Board of Directors may
declare interim dividends.

VOTING RIGHTS

  Each holder of shares of Schlumberger Common Stock is entitled to one vote for
each share registered in such holder's name.  Voting rights may be exercised in
person or by proxy.  No action to amend the Deed of Incorporation or to sell all
or substantially all of the Company's assets or to dissolve the Company 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 Schulmberger
Preferred Stock (if issued and outstanding) would have additional rights to vote
as a class on certain amendments to the Company's Deed of Incorporation that
would adversely affect Schlumberger 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.

  The Board of Directors of the Company is authorized to effect reorganizations
or rearrangements of the corporate structure of the Company or its 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
the assets of the Company.  The Board of Directors may change the Company's
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 Schlumberger Common Stock do not carry any preemptive or
conversion rights,  and there are no redemption provisions with respect to
Schlumberger Common Stock.  The shares of Schlumberger Preferred Stock (if
issued and outstanding) would not carry any preemptive rights, but the Board of
Directors could specify conversion rights, redemption provisions and (within
limits) liquidation preferences with respect to one or more series of Preferred
Stock.  The Company may for its own account purchase shares of Schlumberger
Common Stock so long as at least one-fifth of the authorized capital stock of
the Company remains outstanding with holders other than the Company.  In the
event of liquidation, each share of Schlumberger Common Stock is entitled to
equal rights after satisfaction of any Schlumberger Preferred Stock liquidation
preference.

LISTING, TRANSFER AGENTS AND REGISTRARS

  Schlumberger Common Stock is listed for trading on the New York, London,
Paris, Amsterdam and Swiss stock exchanges.  The Transfer Agent and Registrar
for Schlumberger 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 the Company's Deed of Incorporation and Article V
of the Company's By-Laws provide that:

    The Company has 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 the Company) by reason of the fact
that he or she is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company 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 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 the Company, and, with respect to any criminal action
or proceeding, had

                                      II-1
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 the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

    The Company has 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 the Company to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company 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 the best interests of the
Company 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 the Company 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 a director, officer, employee or agent of the Company 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, the Company 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  the Company 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 the Company 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 the
Company as authorized by Article V of the By-Laws or Article IX, Section 7 of
the Deed 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 Deed 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.

    The Company has the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company 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
the Company 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 Deed of
Incorporation.

    For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Deed of Incorporation, reference to the Company 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

                                      II-2
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 Deed 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, the Company maintains directors' and officers' liability
insurance which insures against certain liabilities that the officers and
directors of the Company may incur in such capacities.

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     --    Deed of Incorporation of the Company, as amended (incorporated by
               reference to Exhibit 3(i) to the Company's Form 10-Q for the
               quarter ended March 31, 1997).

 4.2     --    By-laws of the Company, as amended (incorporated by reference to
               Exhibit 3 to the Company's Form 10-K for the year ended December
               31, 1993).

 4.3     --    Production Operators Thrift Plan.

23       --    Consent of PricewaterhouseCoopers LLP.

24       --    Powers of Attorney (incorporated by reference to Exhibit 24 to
               the Company's Registration Statement on Form S-8, Reg.
               No. 333-62545).

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

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 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;

                                      II-3
(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 (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 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-4
SIGNATURES

    The Registrant.  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 June 28, 1999.

                         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 June 28, 1999
in the capacities indicated.

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

               *                                      *
--------------------------------        ------------------------------
Victor 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

*By:  /s/ ELLEN S. SUMMER
    ----------------------------
    Ellen S. Summer
    Attorney-in-Fact
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have 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 June 28, 1999.

                         PRODUCTION OPERATORS THRIFT PLAN

                         By:   /s/ JOHN A. KLUEPFEL
                            -------------------------------
                              John A. Kluepfel
                              Trustee

                         By:   /s/ BRIAN E. TAYLOR
                            -------------------------------
                              Brian E. Taylor
                              Trustee
EXHIBIT INDEX

Exhibit
  No.         Description
-------       ------------------------------------------------------------------
 4.1    --    Deed of Incorporation of the Company as amended (incorporated by
              reference to Exhibit 3(i) to the Company's Form 10-Q for the
              quarter ended March 31, 1997).

 4.2    --    By-laws of the Company as amended (incorporated by reference to
              Exhibit 3 to the Company's Form 10-K for the year ended
              December 31, 1993).

 4.3    --    Production Operators Thrift Plan.

23      --    Consent of PricewaterhouseCoopers LLP.

24      --    Powers of Attorney (incorporated by reference to Exhibit 24 to the
              Company's Registration Statement on Form S-8, Reg. No. 333-62545).

                                     II-7