WESTERN ATLAS INC
15-12B, 1998-08-10
OIL & GAS FIELD EXPLORATION SERVICES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

     Certification and Notice of Termination of Registration under Section 12(g)
of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number 1-12430

                               WESTERN ATLAS INC.
             (Exact name of registrant as specified in its charter)

                              10205 WESTHEIMER ROAD
                            HOUSTON, TEXAS 77042-3115
                                 (713) 972-4000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
        RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
            (Title of each class of securities covered by this Form)

                                      NONE
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)      [x]         Rule 12h-3(b)(1)(ii)        [  ]
          Rule 12g-4(a)(1)(ii)     [ ]         Rule 12h-3(b)(2)(i)         [  ]
          Rule 12g-4(a)(2)(i)      [ ]         Rule 12h-3(b)(2)(ii)        [  ]
          Rule 12g-4(a)(2)(ii)     [ ]         Rule 15d-6                  [  ]
          Rule 12h-3(b)(1)(i)      [x]

     Approximate number of holders of record as of the certification or notice 
date: one (1)

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Western Atlas Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.


Date:  August 10, 1998              By:    /s/   JAMES E. BRASHER
                                       ------------------------------------
                                         Name:   James E. Brasher
                                         Title:  Senior Vice President


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