UNITED STATES
                       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

                                OCTOBER 25, 2004
                                 DATE OF REPORT
                        (Date of earliest event reported)


                            SMITH INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)



           DELAWARE                      1-8514                  95-3822631
(State or other jurisdiction of       (Commission             (I.R.S. Employer
 incorporation or organization)       File Number)           Identification No.)

                      411 N. SAM HOUSTON PARKWAY, SUITE 600
                                 HOUSTON, TEXAS
                    (Address of principal executive offices)

                                      77060
                                   (Zip Code)

                                 (281) 443-3370
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act 
      (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
      (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      A copy of the press release dated October 25, 2004, announcing the
Registrant's financial results for the quarter ended September 30, 2004 is
furnished as Exhibit 99.1 to this report on form 8-K, and is incorporated herein
by reference.

      The information contained in this report and the exhibit hereto shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and shall not be incorporated by reference into any
filings made by Smith International, Inc. under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set forth by specific
reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibit

            99.1  Press Release dated October 25, 2004 with respect to the
                  Registrant's financial results for the quarter ended 
                  September 30, 2004.

                                    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.

                                        SMITH INTERNATIONAL, INC.

                                        /s/ NEAL S. SUTTON
                                        -----------------------------
                                        By:  Neal S. Sutton
                                        Senior Vice President - Administration,
                                        General Counsel and Secretary

Date: October 25, 2004

                                  EXHIBIT INDEX




   EXHIBIT NO.        DESCRIPTION
   -----------        -----------
      99.1            Press Release by the Registrant dated October 25, 2004.