UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported): June 24, 2008

Date of Report (Date of earliest event reported): December 28, 2007

W-H ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Texas	001-31346	76-0281502
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


Texas (State or other jurisdiction of incorporation)		001-31346 (Commission File Number)		76-0281502 (I.R.S. Employer Identification No.)

2000 West Sam Houston Pkwy South Suite 500 Houston, TX	77042
(Address of principal executive offices)	(Zip code)


2000 West Sam Houston Pkwy South Suite 500 Houston, TX (Address of principal executive offices)		77042 (Zip code)

Registrant'’s telephone number, including area code: (713) 974-9071

N/A (Former name or former address, if changed since last report)

~~(Former name~~Check orthe ~~former~~appropriate ~~address,~~box below if ~~changed~~the ~~since~~form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check the appropriate~~þ Written ~~box~~communication ~~below~~pursuant ~~if the form 8-K filing is intended~~ to ~~simultaneously satisfy~~Rule 425 ~~the~~under ~~following obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following~~230.425) ~~provisions:~~

qo Soliciting ~~Written~~material ~~communication~~ pursuant to Rule 14a-12 ~~425~~ under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

qo Pre-commencement ~~Soliciting~~communication ~~material~~ pursuant to Rule ~~14a~~ 14b-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

q o Pre-commencement communication pursuant to Rule ~~14b~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

qItem 8.01 ~~Pre-commencement~~Other ~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~Events.~~13e-4(c))~~

~~ITEM~~ On June 24, 2008, W-H Energy Services, Inc. (“W-H”) issued a joint press release with Smith International, Inc. (“Smith”) announcing that Smith commenced an exchange offer for all of the outstanding shares of common stock of W-H (together with the associated preferred share purchase rights, the “Shares”). Subject to the terms and conditions of the offer, Smith will exchange each validly tendered Share for the following consideration, at the election of the holder of such Share: (i) $56.10 in cash, without interest, and 0.48 shares of Smith common stock (together with the associated preferred share purchase rights, “Smith Common Stock”), (ii) $93.55 in cash, without interest (the “All-Cash Consideration”), or (iii) 1.~~01 ENTRY~~1990 ~~INTO~~shares of Smith Common Stock (the “All-Stock Consideration”), subject, in the case of elections of the All-Cash Consideration or the All-Stock Consideration, to proration. W-H shareholders who otherwise would be entitled to receive a fraction of a share of Smith Common Stock will instead receive an amount in cash (without interest) equal to the amount of such fraction multiplied by the All-Cash Consideration. A ~~MATERIAL~~copy ~~DEFINITIVE~~of the ~~AGREEMENT~~press release is attached hereto as Exhibit 99.1.

~~On December~~Important ~~28, 2007, W-H Energy Services, Inc. (the "Company") entered into a~~Information Third Amendment to its credit facility (the "Third Amendment") with Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and Issuer; JPMorgan Chase Bank, NA, as Co-Syndication Agent; Comerica Bank, as Co-Syndication Agent; The Bank of Nova Scotia, as Co-Documentation Agent; Wachovia Bank, N.A., as Co-Documentation Agent; Citibank Texas, N.A., as Managing Agent; and various other financial institutions who are parties thereto. The Third Amendment increases the amount of capital expenditures (as defined in the credit agreement) that the Company may make in Fiscal Year 2007 and in any Fiscal Year thereafter to $180,000,000 per year. Prior to this amendment, the Company was limited to making capital expenditures (as defined in the credit agreement) of $150,000,000 per year.

~~Certain~~ In connection with the exchange offer, Smith filed with the Securities and Exchange Commission of(the “SEC”) a registration statement on Form S-4, containing a prospectus/offer to exchange, and a tender offer statement on Schedule TO and W-H filed with the ~~banks~~SEC a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the exchange offer that ~~are~~should ~~parties~~be read carefully before any decision is made with respect to the ~~credit~~exchange ~~agreement,~~offer. asThese materials ~~amended~~will be made available to the W-H shareholders at no expense to them. W-H shareholders may obtain the documents free of charge at the SEC’s website, ~~and~~www.sec.gov. In addition, certain of ~~their~~such ~~respective~~materials ~~affiliates~~(and ~~have~~all ~~performed~~other indocuments filed with the ~~past,~~SEC) ~~and~~will be available free of charge at www.smith.com or www.whes.com. You may ~~perform~~also inread and copy any reports, statements and other information filed by Smith or W-H with the SEC at the SEC public reference room at 100 F Street ~~future~~N.E., ~~banking~~Room 1580, ~~investment~~Washington, ~~banking~~D.C. ~~and/~~20549. Please call the SEC at (800) 732-0330 or ~~advisory~~visit ~~services~~the SEC’s website for usfurther ~~and~~information ~~our~~on its public reference room. Copies of the exchange offer ~~affiliates~~materials ~~from~~may ~~time~~also tobe ~~time~~obtained ~~for~~at ~~which~~no ~~they~~charge ~~have~~from ~~received~~MacKenzie ~~customary~~Partners, Inc, the information agent for ~~compensation~~the offer, toll-free at 1-800-322-2885.

Forward-Looking Statements

Certain comments contained herein are forward-looking in nature and are intended to constitute “forward-looking statements.” These forward-looking statements include, without limitation, statements regarding the consummation of the transaction, the expected closing date of the transaction, any other effect or benefit of the transaction and any other statements that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. For a discussion of additional risks and uncertainties that could impact the companies’ results, review the Smith International, Inc. and the W-H Energy Services, Inc. Annual Reports on Form 10-K for the year ended December 31, 2007 and other filings with the SEC. These risks and uncertainties include the satisfaction of the conditions to consummate the proposed acquisition, changes in laws or regulations and other factors and uncertainties discussed from time to time in reports filed by the companies with the SEC.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

99.01		Joint press release dated June 24, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~ Registrant has ~~duly~~ duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	W-H ENERGY SERVICES, INC.
Date: January 3, 2008	By:	/s/ Ernesto Bautista, III
Date: June 25, 2008	By:	/s/ Ernesto Bautista, III
		Ernesto Bautista, III
		Vice President and Chief Financial Officer

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EXHIBIT INDEX

99.01 Joint press release dated June 24, 2008.

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