UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A

For the fiscal year ended December 31, 2003

OR

Commission file number 1-31339

WEATHERFORD INTERNATIONAL LTD.

Registrant’s telephone number, including area code: (713) 693-4000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

     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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ü] No [  ]

     The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 2003 was $3,462,804,089, based upon the closing price on the New York Stock Exchange as of such date.

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

EXPLANATORY NOTE

     This amendment to the annual report on Form 10-K/A for the year ended December 31, 2003 of Weatherford International Ltd. (“the Company”) is being filed to incorporate by reference the audited financial statements of Universal Compression Holdings, Inc. (“Universal”) for the year ended March 31, 2004 as required by Rule 3-09 of Regulation S-X. The Company has a 44% equity interest in Universal. 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.

     A consent of Deloitte and Touche LLP, independent auditors for Universal, is being filed as an exhibit to this amendment.

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ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)

The following documents are filed as part of this report or incorporated herein by reference:

1.		The consolidated financial statements of the Company listed on page 39 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission on March 10, 2004.
2.		The financial statement schedule on page 10 of this report.
3.		The exhibits of the Company listed below under Item 15 (c).

(b)

Reports on Form 8-K:

1.		Current Report on Form 8-K dated October 2, 2003, announcing the offering of $250,000,000 of Senior Notes due 2013.
2.		Current Report on Form 8-K dated October 7, 2003, announcing the close of the Company’s previously announced offering of $250,000,000 of 4.95% Senior Notes due 2013.
3.		Current Report on Form 8-K dated October 23, 2003, announcing comments on the Company’s results of operations for the quarter ended September 30, 2003.
4.		Current Report on Form 8-K dated October 30, 2003, announcing the Company’s earnings for the quarter ended September 30, 2003.

(c)

Exhibits:

3

4

5

6

7

8

*		Management contract or compensatory plan or arrangement.
†		Filed on March 10, 2004 as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
††		Filed herewith.

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     As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any of such instruments to the Securities and Exchange Commission upon request.

     We agree to furnish to any requesting stockholder a copy of any of the above named exhibits upon the payment of our reasonable expenses of obtaining, duplicating and mailing the requested exhibits. All requests for copies of exhibits should be made in writing to our Investor Relations Department at 515 Post Oak Blvd., Suite 600, Houston, TX 77027.

(d)

Financial Statement Schedules

1.

Valuation and qualifying accounts and allowances.

SCHEDULE II

WEATHERFORD INTERNATIONAL LTD. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES
FOR THE THREE YEARS ENDED DECEMBER 31, 2003

     All other schedules are omitted because they are not required or because the information is included in the financial statements or notes thereto.

2.

The Consolidated Financial Statements of Universal Compression Holdings, Inc. for the three years ended March 31, 2004, required to be included in this report pursuant to Rule 3-09 of Regulation S-X, are filed as Exhibit 99.3

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 14, 2004.

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Exhibit Index

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