FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * KENNEDY JOHN J   2. Issuer Name and Ticker or Trading Symbol SMITH INTERNATIONAL INC [SII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO Wilson (Last) (First) (Middle) PO BOX 60068 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2010 (Street) HOUSTON, TX 77205 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/27/2010   D   93,147 D $ 0 (1) 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 28.13 (2)

08/27/2010

D

8,000 (2)

(2)

12/07/2014

Common Stock

8,000 (2)

$ 0

0

D

Employee Stock Option (right to buy)

$ 19.41 (3)

08/27/2010

D

22,500 (3)

12/02/2007

12/22/2013

Common Stock

22,500 (3)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KENNEDY JOHN J PO BOX 60068 HOUSTON, TX 77205			President & CEO Wilson

Signatures

/s/ Cay D. Price, Atty-in-Fact		08/30/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the Agreement and Plan of Merger dated as of February 21, 2010, by and among Schlumberger Limited ("Schlumberger"), Turnberry Merger Sub Inc., and Smith International, Inc. ("Smith"), in exchange for .6966 shares of Schlumberger common stock per share of Smith common stock on August 27, 2010. Any fractional share will be paid in cash.
(2)	This option, which provided for vesting in equal installments on Dec. 7, 2007 and Dec. 7, 2008, was converted pursuant to the Merger Agreement into an option to purchase 5,572 shares of Schlumberger common stock at $40.39 per share, with the same terms and conditions as the original Smith option.
(3)	This option was converted pursuant to the Merger Agreement into an option to purchase 15,673 shares of Schlumberger common stock at $27.87 per share, with the same terms and conditions as the original Smith option.

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