Item 8.01 Other Events.

On November 17, 2009, Smith International, Inc. (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc., as representative of the several underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), providing for the offer and sale by the Company of 28,000,000 shares of its common stock, par value $1.00 per share, at a price to the public of $26.50 per share (the "Shares"). The closing of the sale of the Shares occurred on November 23, 2009.

In addition, pursuant to the Underwriting Agreement, the Company has granted to the Underwriters a 30-day option to purchase up to an additional 4,200,000 Shares. Pursuant to the Underwriting Agreement, the Company agreed, and its directors and executive officers entered into agreements in substantially the form included in the Underwriting Agreement, to a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference. The terms of the Offering are described in the Company's Prospectus dated September 23, 2008, constituting a part of the Company's effective shelf registration statement on Form S-3, Registration No. 333-153631, as supplemented by a Prospectus Supplement dated November 17, 2009.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

1.1 Underwriting Agreement, dated November 17, 2009, by and among Smith International, Inc. and J.P. Morgan Securities Inc., as representative of the several underwriters named in Schedule 1 thereto

5.1 Opinion of Wachtell, Lipton, Rosen & Katz

---