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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended March 31, 2004

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the transition period from                      to                     

Commission file number 1-31339

WEATHERFORD INTERNATIONAL LTD.

(Exact name of Registrant as specified in its Charter)
         
Bermuda       98-0371344
  		     
 
(State or other jurisdiction of       (I.R.S. Employer
incorporation or organization)       Identification No.)
         
515 Post Oak Boulevard        
Suite 600        
Houston, Texas       77027-3415
 
 
 
 
 
(Address of principal executive offices)       (Zip Code)

(713) 693-4000

(Registrant’s telephone number, include area code)

(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     Yes      ü      No                     

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

     Yes      ü      No                     

     Indicate the number of shares outstanding of each of the issuer’s classes of common shares, as of the latest practicable date:

         
Title of Class       Outstanding at August 31, 2004
  		     
 
Common Shares, par value $1.00       133,573,064

 

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EXPLANATORY NOTE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
INDEX TO EXHIBITS
Weatherford International Ltd. Restricted Share Plan
Certification of CEO pursuant to Section 302
Certification of CFO pursuant to Section 302
Certification of CEO pursuant to Section 906
Certification of CFO pursuant to Section 906

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EXPLANATORY NOTE

     This amendment to the quarterly report on Form 10-Q/A for the quarter ended March 31, 2004 of Weatherford International Ltd. (“the Company”) is being filed to replace Exhibit 10.2. In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, the text of the amended item is set forth in its entirety in the pages attached hereto.

 

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

     
Exhibit    
Number
   Description
††10.1
  Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan dated March 23, 2004.
 
    
†10.2
  Weatherford International Ltd. Restricted Share Plan, including forms of agreement for officers and non-officers.
 
    
†31.1
  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
†31.2
  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
†32.1
  Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
    
†32.2
  Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

†   Filed herewith
 
††   Filed on May 6, 2004 as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

     (b) Reports on Form 8-K:

     1. Current Report on Form 8-K dated January 30, 2004, announcing earnings for the quarter ended December 31, 2003.

 

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SIGNATURES

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

         
  Weatherford International Ltd.
 		  
  By:   /s/ Bernard J. Duroc-Danner    
    Bernard J. Duroc-Danner   
    Chief Executive Officer
(Principal Executive Officer) 		  
 
     
     /s/ Lisa W. Rodriguez    
    Lisa W. Rodriguez   
    Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   
 

Date: September 15, 2004

 

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INDEX TO EXHIBITS

     
Exhibit    
Number
   Description
††10.1
  Trust under Weatherford International Ltd. Nonqualified Executive Retirement Plan dated March 23, 2004.
 
    
†10.2
  Weatherford International Ltd. Restricted Share Plan, including forms of agreement for officers and non-officers.
 
    
†31.1
  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
†31.2
  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
†32.1
  Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
    
†32.2
  Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

†   Filed herewith
 
††   Filed on May 6, 2004 as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.