National Oilwell Varco Inc – ‘8-A12B’ on 10/15/96

As of:  Tuesday, 10/15/96   ·   Accession #:  950129-96-2505   ·   File #:  1-12317

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      National-Oilwell, Inc.                                 4     12K 
 2: EX-4        "Description of Captial Stock"                         4     23K 

8-A12B   —   National-Oilwell, Inc.
Document Table of Contents

8-A12B
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                                             Commission File No.

================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

NATIONAL-OILWELL, INC.
(Exact name of registrant as specified in its charter)

   Delaware                                   76-0475815
(State of incorporation or organization)               (I.R.S. Employer         
                                                 Identification No.)

5555 San Felipe                                           
Houston, Texas                                    77056   
(Address of principal executive offices)                (Zip Code)          

------------------------

 Securities to be registered
pursuant to Section 12(b) of the Act: 

Title of each class                    Name of each exchange on         
   to be so registered                    which each class is to be registered
   -------------------                    ------------------------------------
Common Stock, par value $.01 per share     New York Stock Exchange              

If this Form relates to the registration of a class of debt securities and is   
effective upon filing pursuant to General Instructions A.(c)(1), please check   
the following box. |_|                                                          

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent          
registration statement under the Securities Act of 1933 pursuant to General     
Instruction A.(c)(2), please check the following box. |_|                       

 Securities to be registered
pursuant to Section 12(g) of the Act: 

None
(Title of Class)

================================================================================

8-A12B
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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.                

      The class of securities to be registered hereby is the Common Stock,
par value $.01 per share (the "Common Stock"), of National-Oilwell, Inc., a     
Delaware corporation (the "Company").                                           

      For a description of the Common Stock, see the information set forth
under the caption "Description of Capital Stock" in the Prospectus contained in 
the Registration Statement on Form S-1 (Registration No. 333-11051), as amended,
filed by the Company on August 29, 1996, which is incorporated herein by        
reference.                                                                      
Such description is set forth in Exhibit 4 to this Registration Statement.      

Item 2.            Exhibits.                                                    

         Unless otherwise indicated, the following exhibits have been filed with
the New York Stock Exchange only:                                               

      1.  Amended and Restated Certificate of Incorporation of the Company

2.  Amended and Restated Bylaws of the Company                

3.  Form of Common Stock Certificate                          

         *4. Copy of the information set forth under the caption "Description of
            Capital Stock" in the Prospectus that is included in the Company's
      Registration Statement on Form S-1, as amended (Registration
No. 333-11051).                                       

*Filed herewith.                                              

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8-A12B
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 SIGNATURE

  Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.         

                  NATIONAL-OILWELL, INC.

                     By  \s\ STEVEN W. KRABLIN
                                 ---------------------------------
                            Name:  Steven W. Krablin
                             Title: Vice President and
                                           Chief Financial Officer

Date:  October 15, 1996                                                         

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8-A12B
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EXHIBIT INDEX 
Exhibit                                                               
No.                                                               
-------                                                               
       *4.   Copy of the information set forth under the caption "Description of
            Capital Stock" in the Prospectus that is included in the Company's
      Registration Statement on Form S-1, as amended (Registration
No. 333-11051).                                       

*Filed herewith.                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		10/15/96		3
		8/29/96		2					S-1
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