UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN

 

 

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

		Page
Report of Independent Registered Public Accounting Firm			3
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007			4
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008			5
Notes to Financial Statements			6
Supplemental Schedule:
Schedule H, Line 4(i),Schedule of Assets (Held at End of Year)			13
EX-23.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Administrative Committee of the
Weatherford International, Inc. 401(k) Savings Plan:

     We have audited the accompanying statements of net assets available for benefits of the Weatherford International, Inc. 401(k) Savings Plan as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007, and the changes in its net assets available for benefits for the year ended December 31, 2008, in conformity with US generally accepted accounting principles.

     Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Houston, Texas
June 26, 2009

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

		December 31,
		2008				2007
ASSETS:
Investments, at fair value		$	340,519,600			$	484,480,642
Receivables:
Company contributions			1,201,172				1,213,066
Accrued income receivable			117,042				76,125
Pending settlement			470,533				123,277
Total Receivables			1,788,747				1,412,468
NET ASSETS REFLECTING INVESTMENTS AT FAIR VALUE		$	342,308,347			$	485,893,110
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			11,977,084				1,008,311
NET ASSETS AVAILABLE FOR BENEFITS		$	354,285,431			$	486,901,421

The accompanying notes are an integral part of these financial statements.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008

ADDITIONS:
Interest income		$	1,403,850
Dividend income			13,938,300
			15,342,150
Contributions:
Participants			49,676,087
Company			22,965,859
Rollovers			5,415,342
			78,057,288
Total Additions			93,399,438
DEDUCTIONS:
Net depreciation in fair value of collective trusts		$	11,557,210
Net depreciation in fair value of common stocks			81,950,274
Net depreciation in fair value of mutual funds			85,898,798
Benefits paid to participants and beneficiaries			46,516,848
Administrative fees			92,298
Total Deductions			226,015,428
NET DECREASE			(132,615,990	)
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year			486,901,421
NET ASSETS AVAILABLE FOR BENEFITS, end of year		$	354,285,431

The accompanying notes are an integral part of these financial statements.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE PLAN:

     The following description of the Weatherford International, Inc. 401(k) Savings Plan (“the Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

     The Plan is a defined contribution plan established by the board of directors (“the Board of Directors”) of Weatherford International, Inc.

     The Board of Directors appointed a committee (“the Administrative Committee”) to administer the Plan. Merrill Lynch Trust Company (“Merrill Lynch”) serves as asset custodian and trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

     Effective June 26, 2002, Weatherford International Ltd. (“the Company”) became the parent holding company of Weatherford International, Inc. following a corporate reorganization. Weatherford International, Inc. continues to exist as an indirect, wholly owned subsidiary of the Company.

Eligibility

     All employees, other than employees who are subject to collective bargaining agreements and have not bargained to participate, employees who are nonresident aliens and receive no U.S.-source income from the Company and employees who are members of other retirement plans sponsored by the Company or one of its subsidiaries outside the United States or employed by an affiliate company that has not adopted the Plan, are eligible to participate in the Plan on their dates of hire but are not eligible to participate for purposes of the Company’s matching or discretionary contributions until the employee has completed one year of continuous service.

Contributions

     An eligible employee may elect to contribute by payroll deductions to the Plan on a pre-tax basis subject to certain limitations, up to 50 percent of his or her considered compensation, as defined by the Plan and on an after tax basis, up to 16 percent of his or her considered compensation, as defined by the Plan. The combination of employee contributions cannot exceed 50 percent of considered compensation. In addition, participants may contribute amounts representing rollovers from other qualified plans.

     Employees who are eligible to make elective deferrals under the Plan and who have attained the age of 50 before the close of the Plan year are permitted to make catch-up contributions subject to certain limitations.

     The Company automatically deducts and contributes to the Plan 2% of the considered compensation for each newly eligible employee who has not voluntarily elected salary deferral. No automatic deduction is taken for those employees who have elected to defer a different percentage of covered compensation or for those who have elected not to participate in the salary deferral.

     The Company shall make matching contributions equal to 100 percent of the participant’s pre-tax contributions up to 4 percent of considered compensation, as defined by the Plan. Considered compensation used to calculate the Company match includes overtime, bonuses and commissions but does not include relocation, severance pay, or any amounts paid after an employee’s severance from employment. The Company, solely at the discretion of the Board of Directors, may make additional

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (continued)

discretionary contributions. There were no discretionary contributions made for the year ended December 31, 2008.

Participant Accounts

     Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, an allocation of the Company’s discretionary contribution, if any, and Plan earnings or losses thereon. Earnings or losses are allocated by investment based on the ratio of the participant’s account invested in a particular investment to all participants’ accounts in that investment.

Investment Options

     Participants may invest in any of thirteen mutual funds, two common/collective trusts and Weatherford International Ltd. common shares (“Common Shares”). Each participant who has invested in Common Shares has the right to vote the shares in his or her account with respect to any matter that comes before the shareholders for a vote. Shares of National Oilwell Varco, Inc. (formerly Grant Prideco, Inc.) common stock received as a result of a prior transaction may be sold and reinvested in other investment options, but no additional shares may be purchased.

Vesting

     Participants are immediately vested in their elective deferral account, rollovers from other qualified plans, the participant’s Company match and discretionary contribution accounts.

Participant Loans

     Participants may borrow from their vested account balances a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance in the preceding one year period or one half of the fair market value of the participant’s vested account balance. Loan maturity dates range from one year to five years except when the loan is used to purchase a participant’s principal residence. In the case of home loans, all such loans are required to be repaid within ten years. The loans are fully secured by a pledge of the participant’s vested account balance and bear interest at the prime rate as reported in The Wall Street Journal or at a rate determined by the Administrative Committee.

Withdrawals and Terminations

     A participant may withdraw the value of his or her after-tax contributions or rollover contributions from the Plan at any time and for any reason during the year, with a minimum withdrawal of $500. The participant’s pre-tax contributions and Company contributions will be available to a participant who has attained age 59-1/2 or in the event of severe and immediate financial hardship. Withdrawals based on financial hardship result in a suspension of employee contributions for 6 months.

     In the event of normal retirement, total and permanent disability or death while actively employed, the full value of the participant’s account balance will be made available to the participant or his or her beneficiary as a lump sum. Upon termination of employment, the participant’s entire account balance will be available for withdrawal. If a participant has not elected otherwise, all mandatory distributions in excess of $1,000 are automatically rolled-over into individual retirement accounts selected by the Administrative Committee. Certain benefits related to other forms of payment are protected by the Plan.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

     The accompanying financial statements are prepared and presented in accordance with the accrual method of accounting.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and schedules. Actual results could differ from those estimates.

Valuation of Investments

     The Plan’s investments are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 4 for further discussion of fair value measurements.

     As described in Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Retirement Preservation Trust (“the RPT”), a common/collective trust, invests in fully benefit-responsive investment contracts. The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

     The RPT is a common/collective trust which primarily invests in synthetic guaranteed investment contracts (“SICs”), which are a combination of a portfolio of securities plus wrapper contracts issued by financially responsible third-parties (typically a financial institution). As the SICs are fully benefit-responsive investment contracts, the RPT values its investments at contract value. Contract value represents principal plus accrued interest. The fair value of SIC contracts include the value of the underlying securities and the value of the wrapper contract. SIC wrapper contracts are valued by determining the difference between the present value of the replacement cost of the wrapper contract and the present value of the contractually obligated payments in the original wrapper contract. Securities underlying the SICs primarily include debt securities which are traded in over-the-counter markets and valued at the last available bid price or on the basis of values obtained by a pricing service.

Income Recognition

     Interest and dividend income is recorded when earned. Purchases and sales of securities are recorded on a trade-date basis. Realized gains (losses) on the sale of investments and unrealized appreciation (depreciation) in the fair value of investments are shown as net appreciation (depreciation) in fair value of collective trust, common stocks and mutual funds on the Statement of Changes in Net Assets Available for Benefits. No dividends were paid on the Company’s Common Shares during 2008.

Payment of Benefits

     Benefits are recorded when paid.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (continued)

Expenses of the Plan

     Administrative fees incurred by the Plan are paid by the Company, except for participant loan fees, which are paid from the account of the participant requesting the loan.

New Accounting Pronouncement

     In April 2009, the FASB issued FASB Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP 157-4”). FSP 157-4 supersedes FSP 157-3 and amends SFAS 157 to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate that a transaction is not orderly and on defining major categories of debt and equity securities in meeting the disclosure requirements of SFAS 157. FSP 157-4 is effective for reporting periods ending after June 15, 2009. Plan management is currently evaluating the effect that the provisions of FSP 157-4 will have on the Plan’s financial statements.

3. INVESTMENTS:

     Individual investments that represent 5 percent or more of the Plan’s net assets available for benefits at December 31, 2008 or 2007 are as follows:

		2008				2007
Retirement Preservation Trust (stated at contract value)		$	86,166,071			$	112,034,564
Common Shares of Weatherford International Ltd.			51,127,168				58,200,680
PIMCO Total Return Fund			33,827,040				34,111,950
Davis New York Venture Fund			28,151,207				47,659,453
Equity Index Trust			20,404,840				31,710,405
Blackrock International Value Fund			16,177,079				29,486,803
Goldman Sachs Mid Cap Value Fund			15,738,290				26,980,215

     The fair value of the Retirement Preservation Trust totaled $74,188,987 and $111,026,253 at December 31, 2008 and 2007, respectively.

4. FAIR VALUE MEASUREMENTS:

     Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, as it relates to financial assets and financial liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principals and expands disclosures about fair value measurements.

     SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 establishes a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from independent sources (observable inputs) and an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

     Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

     Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (continued)

quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

     Level 3 — Inputs that are both significant to the fair value measurement and unobservable.

     In accordance with SFAS No. 157, the following table presents the Company’s assets that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2008:

		Level 1				Level 2				Level 3				Total
Money market fund		$	314,446			$	—			$	—			$	314,446
Mutual funds			176,575,212				—				—				176,575,212
Common stocks			52,224,093				—				—				52,224,093
Common/collective trusts			—				94,593,827				—				94,593,827
Participants loans			—				—				16,812,022				16,812,022
Total assets at fair value		$	229,113,751			$	94,593,827			$	16,812,022			$	340,519,600

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2008.

		Level 3 Assets
		Participant
		Loans
Balance, beginning of year		$	16,056,320
Purchases, sales, issuances and settlements (net)			755,702
Balance, end of year		$	16,812,022

     Common stocks are valued at the closing price reported on the active market on which the individual securities are traded. Mutual funds are valued at the net asset value (“NAV”) of shares held by the plan at year end. Common/collective trusts are valued at NAV of shares determined by the issuer and the RPT is valued as described in Note 2. Participant loans are valued at cost, which approximates fair value.

     The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

5. RISKS AND UNCERTAINTIES:

     The Plan provides for various investments in common/collective trusts, mutual funds and common stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (continued)

6. RELATED PARTY TRANSACTIONS:

     Certain investments of the Plan are managed by Merrill Lynch. Merrill Lynch is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are invested in the Company’s common stock. Because the Company is the Plan Sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules.

7. PLAN TERMINATION:

     Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.

8. TAX STATUS:

     The Plan received a determination letter from the Internal Revenue Service dated June 9, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.

9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:

     The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007, to the Form 5500:

		2008				2007
Net assets available for benefits per the financial statements		$	354,285,431			$	486,901,421
Amounts allocated to withdrawing participants			(95,116	)			(513,857	)
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(11,977,084	)			(1,008,311	)
Net assets available for benefits per the Form 5500		$	342,213,231			$	485,379,253

     The following is a reconciliation of the net decrease in net assets available for benefits per the financial statements for the year ended December 31, 2008, to the Form 5500:

Net decrease in net assets available for benefits per the financial statements		$	(132,615,990	)
Less: Amounts allocated to withdrawing participants at December 31, 2008			(95,116	)
Add: Amounts allocated to withdrawing participants at December 31, 2007			513,857
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2008			(11,977,084	)
Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2007			1,008,311
Net decrease in net assets available for benefits per Form 5500		$	(143,166,022	)

     Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2008 and 2007, but not yet paid as of that date.

     The accompanying financial statements present fully benefit-responsive contracts at contract value. The Form 5500 requires fully benefit-responsive contracts to be reported at fair value.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS — (continued)

10. SUBSEQUENT EVENT:

     In February 2009, the Company and Weatherford International Ltd., a Swiss joint stock corporation (“Weatherford Switzerland”), completed a share exchange transaction under the terms of a share exchange agreement, dated as of December 10, 2008, effected by way of a scheme of arrangement under Bermuda law, for purposes of changing the Company’s place of incorporation from Bermuda to Switzerland (collectively, the “Transaction”). Pursuant to the Transaction, each common share, par value U.S. $1.00 per share, of the Company was exchanged for one registered share, par value 1.16 Swiss francs per share, of Weatherford Switzerland. As a result of the Transaction, the Company became a direct, wholly-owned subsidiary of Weatherford Switzerland.

WEATHERFORD INTERNATIONAL, INC. 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4(i), SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 04-2515019 PN:002
DECEMBER 31, 2008

				Principal Number
Identity of Issue		Description of Investment		of Units/ Shares				Current Value
COLLECTIVE TRUSTS:
*Merrill Lynch Bank		Equity Index Trust			2,626,106			$	20,404,840
*Merrill Lynch Bank		Retirement Preservation Trust			86,166,071				74,188,987
		Total collective trusts							94,593,827
MUTUAL FUNDS:
American Beacon Funds		American Beacon Small Cap Value Fund			599,208				6,902,871
American Funds		American Funds Growth Fund of America			412,428				8,430,028
*Blackrock, Inc.		Blackrock Balanced Capital Fund			806,478				13,766,579
*Blackrock, Inc.		Blackrock Global Allocation Fund			1,038,814				15,602,993
*Blackrock, Inc.		Blackrock International Value Fund			988,819				16,177,079
Davis Venture Group		Davis New York Venture Fund			1,180,344				28,151,207
Federated Income Securities		Federated Fund for US Government Securities			414,511				3,150,282
Fidelity Investments		Fidelity Advisors Small Cap Growth Fund			680,455				11,731,047
Goldman Sachs		Goldman Sachs Growth Opportunities Fund			557,452				7,269,172
Goldman Sachs		Goldman Sachs Mid Cap Value Fund			708,932				15,738,290
MFS Investment Management		MFS International New Discovery Fund			727,780				9,031,747
PIMCO Mutual Funds		Pimco Total Return Fund			3,336,000				33,827,040
Van Kampen Investments		Van Kampen Equity & Income Fund			1,053,779				6,796,877
		Total mutual funds							176,575,212
COMMON STOCKS:
*Weatherford International Ltd.		Common Shares of Weatherford International Ltd.			4,725,247				51,127,168
National Oilwell Varco, Inc.		Common stock of National Oilwell Varco, Inc.			44,882				1,096,925
		Total common stocks							52,224,093
OTHER:
*Merrill Lynch Trust Company		Cash, interest-bearing							314,446
*Participant loans		Interest rates ranging from 5.0% to 10.5% with varying maturity dates							16,812,022
		Total assets						$	340,519,600

SIGNATURES

     THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit
Number		Description
23.1		Consent of Independent Registered Public Accounting Firm