Summary of SMITH INTERNATIONAL INC

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year.
On October 22, 2008, the Board of Directors (the "Board") of Smith International, Inc. ("Smith") amended its Bylaws to effect certain changes including to:
Х Provide that notices of stockholder-proposed business and director nominations must be submitted at least 60 days but not more than 90 days prior to the first anniversary date of the prior year's annual meeting and require that a stockholder making a director nomination or bringing other business at a stockholder meeting must be a stockholder of record both at the time of the notice and at the time of the meeting;

Х Require that a stockholder proponent fully disclose all ownership interests, including derivatives, hedged positions and other economic and voting interests, and disclose full information regarding any nominees for election to director;

Х Permit Smith to require director nominees to complete a written questionnaire in a form provided by Smith, provide a written consent to a background investigation and make certain representations to Smith relating to voting commitments, compensation and other economic arrangements and future compliance with Smith's corporate governance and other applicable policies and guidelines applicable to directors;

Х Provide the chairman of the board, the president or his or her designee with the express power to adjourn any meeting of the stockholders to any other time or place;

Х Provide flexibility to ensure continued compliance with the Direct Registration System as required by the New York Stock Exchange;

Х Clarify Smith's indemnification provisions, including that the indemnification is provided to the fullest extent permitted by law, the indemnification rights conferred by the Bylaws are contract rights, any adverse modifications of the indemnification rights conferred by the Bylaws may only be made prospectively and where an officer or director is found to not be entitled to indemnification upon final disposition of an action, the director or officer will repay such expenses;

Х Modified the provisions relating to constituting a Board in certain emergency situations.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws being filed with this Form 8-K as Exhibit 3.1. Item 9.01. Financial Statements and Exhibits

   (d) Exhibits.

 Exhibit No.        Exhibit

    3.1             Amended and Restated Bylaws of Smith International, Inc. dated
                    October 22, 2008.