U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
First Reserve Corporation
(Last) (First) (Middle)
475 Steamboat Road
(Street)
Greenwich CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol: Weatherford
Enterra, Inc. (WII)
3. IRS or Social Security Number of Reporting Person (Voluntary):
06-1210123
4. Statement for Month/Year: July 1997
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
/ / Director / x / 10% Owner
/ / Officer (give title below) / / Other (Specify below)
President
7. Individual or Joint/Group Filing (Check Applicable Line)
/xx/ 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
2. Transaction 3. Transaction 4. Securities Acquired
Date (Month/ Code (Instr. 8) (A) or Disposed (D)
1. Title of Security Day/Year) Code V (Instr. 3, 4 and 5)
(Instr. 3) Amount (A) or Price
(D)
Common Stock 7/30/97 S 270,000 D $44.543/sh
Common Stock 7/31/97 S 116,300 D $43.565/sh
<PAGE>
5. Amount of 6.Ownership 7. Nature of Indirect
Securities Form: Direct Beneficial Ownership
Beneficially (D) or Indirect (Instr. 4)
Owned at End (I) (Instr. 4)
of Month
(Instr. 3 and 4)
I By limited partnerships (1)
8,583,322 I By limited partnerships (1)
(1) See "Explanation of Responses"
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 5(b)(v).
Table II: Derivative Security Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
2. Conversions 3. Transaction 4. Transaction Code
1. Title of Derivative or Exercise Price Date (Month/ (Instr. 8)
Security (Instr. 3) of Derivative Day/Year)
Security
No derivative securities
owned
5. Number of 6. Date Exercisable and
Derivative Securities Expiration Date
Acquired (A) or (Month/Day/Year)
Disposed of (D)
(Instr. 3, 4 and 5) Date Exercisable Expiration Date
(A) (D)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number
of Shares
8. Price of 9. Number of Derivative
Derivative Security Securities Beneficially
(Instr. 5) Owned at End of Month
(Instr. 4)
10. Ownership Form 11. Nature of Indirect
of Derivative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
<PAGE>
Explanation of Responses:
(1) The reporting person's indirect ownership of the Issuer's Common Stock
decreased to 8,583,322 shares as a result of the sale of (i) 270,000
shares of Common Stock by First Reserve Secured Energy Assets Fund ("SEA")
on July 30, 1997 and (ii) 47,700 shares of Common Stock by SEA, 20,900
shares by American Gas & Oil Investors, Limited Partnership ("AmGO"),
12,800 shares by AmGO II, Limited Partnership ("AmGO II") and 34,900
shares of Common Stock by First Reserve Fund V, Limited Partnership
("Fund V") on July 31, 1997. First Reserve Corporation is the Managing
General Partner of SEA, AmGO, AmGO II, Fund V, First Reserve Fund V-2,
Limited Partnership and First Reserve Fund VI, Limited Partnership which
own, 1,663,632, 1,029,851, 1,645,709, 2,800,289, 708,470 and 735,371
shares, respectively, of Common Stock of the Issuer. The reporting person
disclaims beneficial ownership of these shares except to the extent of
its pecuniary interest in such shares.
Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
FIRST RESERVE CORPORATION
/s/ David H. Kennedy
_____________________________
Signature of Reporting Person
Title: Managing Director
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays valid OMB Number.
