SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WARREN GARY L

(Last)

(First)

(Middle)

515 POST OAK. BLVD., STE. 600

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEATHERFORD INTERNATIONAL LTD [ WFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and Pres. DWS Div.

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, $1.00 par value	08/31/2005		M		39,013	A	$11.615	89,179	D
Common Shares, $1.00 par value	08/31/2005		M		100,000	A	$36.75	189,179	D
Common Shares, $1.00 par value	08/31/2005		S		48,700	D	$66.7	140,479	D
Common Shares	08/31/2005		S		40,313	D	$66.8	100,166	D
Common Shares, $1.00 par value	08/31/2005		S		50,000	D	$66.75	50,166	D
Common Shares, $1.00 par value								1,023	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	08/31/2005		A		40		⁽²⁾	⁽²⁾	Common Shares	40	$64.22	19,210	D
Phanton Stock Units	⁽¹⁾	08/31/2005		A		79		⁽²⁾	⁽²⁾	Common Shares	79	$0	19,289	D
Stock Option (Right to Buy)	$11.615	08/31/2005		M			39,013	09/08/2001	09/07/2011	Common Shares	39,013	⁽³⁾	0	D
Stck Option (Right to Buy)	$36.75	08/31/2005		M			100,000	07/05/2003	07/04/2013	Common Shares	100,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$26.117							03/16/2001	03/16/2008	Common Shares	3,325		3,325	D
Stock Option (Right to Buy)	$23.77							09/26/2005	09/25/2015	Common Shares	100,000		100,000	D
Stock Option (Right to Buy)	$19.144							10/05/2002	10/04/2012	Common Shares	117,041		117,041	D

Explanation of Responses:

1. The phantom stock units convert to common shares on a one-for-one basis.

2. All phantom stock units credited under the Company's Executive Deferred Compensation Stock Ownership Plan (the "Plan") with respect to deferrals by a participant are 100% vested at all times. All units credited under the Plan with respect to the Company's 7.5% allocation and matching allocation vest at 20% per year for each year of service. Distributions under the Plan are made upon termination of employment, retirement or death of the participant.

3. Transaction is an option exercise and therefore has no price.

Remarks:

	Burt M. Martin, by Power of Attorney	09/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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