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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


         DATE OF REPORT (Date of earliest event reported): APRIL 5, 2002


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



           DELAWARE                   1-13086                      04-2515019
 (State of Incorporation)      (Commission File No.)         (I.R.S. Employer
                                                             Identification No.)

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


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 693-4000

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                         EXHIBIT INDEX APPEARS ON PAGE 4



ITEM 5.   OTHER EVENTS

         On April 5, 2002, we announced the approval by our board of directors
of our corporate restructuring plan to change our place of incorporation from
Delaware to Bermuda. Under the plan, Weatherford International Ltd., a newly
formed Bermuda company, will become the parent holding company of Weatherford
International, Inc. Upon completion of the restructuring, our shareholders will
receive one common share of Weatherford International Ltd for each share of
Weatherford International, Inc. that they hold. The new shares will have
substantially the same attributes as a current share of Weatherford
International, Inc. The merger that will accomplish the restructuring is subject
to shareholder approval. A copy of the press release announcing the proposed
corporate restructuring is filed as Exhibit 99.1 and is incorporated in this
report by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

         99.1     Press release dated April 5, 2002, announcing Weatherford's
                  proposed corporate restructuring.




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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       WEATHERFORD INTERNATIONAL, INC.



Dated: April 5, 2002                         /s/ BURT M. MARTIN
                                       -----------------------------------------
                                               Burt M. Martin
                                       Senior Vice President, General Counsel
                                               and Secretary


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                                INDEX TO EXHIBITS



         Number                     Exhibit
         ------                     -------
          99.1            Press release dated April 5, 2002, announcing
                          Weatherford's proposed corporate restructuring.




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