8-K

                       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): May 21, 2002



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



    Netherlands Antilles                 1-4601                 52-0684746
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                     Identification No.)



       153 East 53rd Street, 57th Floor
              New York, New York                              10022-4624

            42, rue Saint-Dominique
                 Paris, France                                   75007

                Parkstraat 83,
                  The Hague,
                The Netherlands                                 2514 JG
  (Addresses of principal executive offices)             (Zip or Postal Codes)


Registrant's telephone number in the United States, including area code:
(212) 350-9400




Item 5.       OTHER EVENTS

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press
release dated May 21, 2002 announcing the filing with the Securities and
Exchange Commission of a registration statement by NPTest, Inc., an indirect,
wholly owned subsidiary of Schlumberger Limited, for a proposed initial public
offering of shares of NPTest's common stock.

Item 7.       FINANCIAL STATEMENTS AND EXHIBITS

       (c )  Exhibits

             99.1    Press release regarding filing of registration statement
                     by NPTest, Inc.



SIGNATURE

         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.

                                        SCHLUMBERGER N.V.
                                        (SCHLUMBERGER LIMITED)


                                        By:   /s/  Frank A. Sorgie
                                            ----------------------------------
                                                Frank A. Sorgie
                                                Chief Accounting Officer

Date: May 21, 2002

EX-99.1

                                                                    Exhibit 99.1
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Press Release                                                     Schlumberger
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For Immediate Release

Schlumberger Announces Proposed Initial Public Offering of NPTest, Inc.

NEW YORK - May 21, 2002 - Schlumberger Limited (NYSE:SLB) announced today that
NPTest, Inc., a newly formed subsidiary consisting of the core product lines of
Schlumberger Semiconductor Solutions, has filed a registration statement with
the Securities and Exchange Commission for a proposed initial public offering of
its shares of common stock. A portion of the shares will be issued and sold by
NPTest, Inc. and a portion will be sold by indirect, wholly owned subsidiaries
of Schlumberger Limited, as selling stockholders.

Goldman, Sachs & Co. and Salomon Smith Barney Inc. will act as joint book
running managers and together with Lehman Brothers Inc. and Morgan Stanley & Co.
Incorporated will represent the underwriters in connection with the offering.

NPTest, Inc. designs and manufactures advanced semiconductor test and diagnostic
equipment and provides related product engineering services. The customers of
NPTest, Inc. include semiconductor manufacturers, fabless companies, foundries
and test contractors worldwide.

A copy of the prospectus relating to these securities may be obtained, when
available, from: Goldman, Sachs & Co., Prospectus Department, 85 Broad Street,
New York, NY 10004 (tel: 212/902-1000); Salomon Smith Barney, Brooklyn Army
Terminal, 140 58th Street, 8th floor, Brooklyn, NY 11220 (tel: 718/765-6732);
Lehman Brothers, 745 7th Avenue, New York, NY 10019 (tel: 212-526-7000); or
Morgan Stanley, Prospectus Department, 1585 Broadway, New York, NY 10036 (tel:
212/761-6775).

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.

# # #

For further information, contact:

Christian Lange
Schlumberger Limited
Director of Investor Relations
Tel: 212 350 9432

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(C)2002 SCHLUMBERGER LIMITED.           SCHLUMBERGER WEBSITE HTTP://WWW.SLB.COM
ALL RIGHTS RESERVED.