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
Macaulay William Edward
(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):
###-##-####
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)
/xx/ Director / / 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
Common Stock -- -- -- - __
Common Stock -- -- -- - --
<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)
6,967 I By spouse (1)
1,364 D
(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
Non-qualified Stock Option -- -- --
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
-- 2,000
8. Price of 9. Number of Derivative
Derivative Security Securities Beneficially
(Instr. 5) Owned at End of Month
(Instr. 4)
-- 1(2)
<PAGE>
10. Ownership Form 11. Nature of Indirect
of Derivative Security: Beneficial Ownership
Direct (D) or Indirect (Instr. 4)
(I) (Instr. 4)
D
Explanation of Responses:
(1) The reporting person's indirect ownership of the Issuer's Common Stock
decreased to 8,590,289 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 of Common Stock by American Gas & Oil Investors, Limited
Partnership ("AmGO"), 12,800 shares of Common Stock 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. In
addition, Linda Macaulay, Mr. Macaulay's wife, owns, 6,967 shares of
Common Stock. The reporting person disclaims beneficial ownership of
these shares.
(2) The reporting person directly owns one Non-Qualified Stock Option to
purchase 2,000 shares of Common Stock of the Issuer (option previously
reported).
Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ William E. Macaulay
_____________________________
Signature of Reporting Person
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.
