As filed with the Securities and Exchange Commission on March 14, 2005

Registration No. 333-_______________

SECURITIES AND EXCHANGE COMMISSION

FORM S-8

NATIONAL OILWELL VARCO, INC.

10000 Richmond
Houston, Texas 77042
(713) 346-7500
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

VARCO INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN

Merrill A. Miller, Jr.
President and Chief Executive Officer
10000 Richmond Avenue
Houston, Texas 77042-4200
(713) 346-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Table of Contents

PART I

     The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) but will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933 as amended (the “Securities Act”).

PART II

Item 3. Incorporation of Documents by Reference

     The following documents filed with the Commission by the Company, are incorporated as of their respective dates in this Registration Statement by reference:

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. A report on Form 8-K furnished to the Commission shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     The deferred compensation obligations being registered hereunder represent obligations of the Company to make future payments to the participants in the Plan. The Plan was assumed by the Company in connection with the merger of Varco International, Inc. (“Varco”) with and into the Company, effective March 11, 2005, pursuant to the Amended and Restated Agreement and Plan of Merger, effective as of August 11, 2004, by and between the Company and Varco (the “Merger Agreement”). The following description of the material terms and the deferred compensation obligations of the Plan is qualified by reference to the Plan. Capitalized terms used in this Item 4 and not otherwise defined in this Registration Statement shall have the respective meanings attributed to such terms in the Plan.

     Effective as of January 1, 2003, Varco terminated the right of Plan participants to invest in shares of Common Stock of Varco under the Plan. Thus, effective as of January 1, 2003, no further shares of Varco common stock are issuable under the Plan. Participants may only transfer the value of the shares remaining in their Account to another Account, or receive such shares upon a permitted distribution from the Plan. The Varco shares credited to the Participant Accounts have been converted to shares of the Company’s common stock based upon the exchange ratio provided in the Merger Agreement.

     The deferred compensation obligations incurred by the Company under the Plan are unsecured general obligations of the Company, that rank equally with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding, and are payable from the general assets of the Company. Because the Company has subsidiaries, the right of the Company, and hence the right of creditors of the Company (including

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Participants in the Plan), to participate in a distribution of the assets of a subsidiary upon its liquidation or reorganization or otherwise necessarily is subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor may be recognized.

     The Plan permits Participants to elect to defer a portion of the compensation otherwise payable to the Participant. Participants in the Plan include certain key or highly compensated employees of the Company or one of the Company’s subsidiaries who have been selected to participate in the Plan, and directors of the Company who elect to participate in the Plan. Any such employee can participate only if such employee’s deferrals and contributions during the Plan Year under the Varco 401(k)/Profit Sharing Plan (or any successor plan) (the “401(k) Plan”) are restricted by applicable governmental or 401(k) Plan limitations. Contributions under the Plan may include, at the discretion of the committee appointed to administer the Plan (the “Committee”), compensation as defined under the 401(k) plan, bonuses, director fees and any other form of Committee approved remuneration. The portion of the Employee Participant’s compensation that is deferred under the Plan depends on the Participant’s contribution election in effect at the beginning of the Plan Year. To the extent the amount contributed under the 401(k) Plan would result in a Employee contribution in excess of the maximum contribution permitted under applicable provision of the Internal Revenue Code of 1986, as amended (the “Code”), the excess contribution for that Employee Participant is deferred under the Plan. In addition, Directors are permitted to make an advance election to defer all or a portion of their Director fees under the Plan. These deferrals by Employee Participants and Director Participants are referred to herein as the “Participant Deferrals.” In addition, the Company makes a contribution (“Company Contribution”) on behalf of each Employee Participant in the form of a matching contribution of up to 4% of the Participant’s Compensation, reduced by any match allocated to the Employee Participant under the 401(k) Plan. No contributions are made by the Company under the Plan for Directors.

     The sum of the Company Contributions for a Participant and such Participant’s Deferrals under the Plan represent an obligation of the Company to make payments to the Participant at some time in the future. The amount that the Company is required to pay under the terms of the Plan is equal to the sum of such Company Contributions for a Participant plus such Participant’s Deferrals, each as adjusted for hypothetical gains or losses attributable to the deemed investment of such amounts as chosen by the Participants from among designated hypothetical investment alternatives. In the absence of a designation, the Committee shall designate the deemed hypothetical investments. The hypothetical investments for Participants’ Accounts may be varied from time to time at the discretion of the Committee.

     The Company Contributions (plus hypothetical gains and losses) for a Participant are reflected in a bookkeeping account identified as the Employer Account of such Participant, and the Participant’s Deferrals (plus hypothetical gains and losses) are reflected in the bookkeeping account identified as the Participant Account for the Participant. The Participant is always 100% vested in both the Employer Account and the Participant Account maintained under the Plan for such Participant.

     The amounts payable to Participants under the Plan are distributed in accordance with the distribution provisions of the Plan. Distributions to Employee Participants are made upon termination of employment. These distributions are payable in a single lump sum payment, or, pursuant to an advance election by the Participant, in quarterly installments over a three, five or ten year period. Amounts retained in the Participant’s Account during such payout period continue to earn hypothetical gains and are subject to hypothetical losses. Directors are entitled to distributions after the participant Director ceases to be a Director of the Company for any reason. Such distributions are made in lump sum or installments pursuant to the Director’s election. Participants are also entitled to certain hardship distributions.

     The Company reserves the right to amend or partially or completely terminate the Plan, provided that the Company is required to obtain a Participant’s consent for any such amendment or termination that would adversely affect such Participant’s rights under the Plan.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

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Item 6. Indemnification of Directors and Officers

     Delaware law authorizes corporations to limit or eliminate the personal liability of officers and directors to corporations and their stockholders for monetary damages for breach of officers’ and directors’ fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, officers and directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations authorized by Delaware law, officers and directors are accountable to corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables corporations to limit available relief to equitable remedies such as injunction or rescission. The amended and restated certificate of incorporation limits the liability of officers and directors of the Company to the Company or its stockholders to the fullest extent permitted by Delaware law. Specifically, officers and directors of the Company will not be personally liable for monetary damages for breach of an officer’s or director’s fiduciary duty in such capacity, except for liability (i) for any breach of the officers’ or directors’ duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law (“DGCL”) or (iv) for any transaction from which the officer or director derived an improper personal benefit. The inclusion of this provision in the amended and restated certificate of incorporation may have the effect of reducing the likelihood of derivative litigation against officers and directors, and may discourage or deter stockholders or management from bringing a lawsuit against officers and directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited the Company and its stockholders. Both the Company’s amended and restated certificate of incorporation and bylaws provide indemnification to the Company’s officers and directors and certain other persons with respect to certain matters to the maximum extent allowed by Delaware law as it exists now or may hereafter be amended. These provisions do not alter the liability of officers and directors under the U.S. federal securities laws and do not affect the right to sue (nor to recover monetary damages) under federal securities laws for violations thereof.

     The Company has obtained a liability insurance policy for the officers and directors that, subject to certain limitations, terms and conditions, will insure them against losses arising from wrongful acts (as defined by the policy) in their capacity as directors or officers.

     In addition, the Company has entered into agreements to indemnify its directors and certain of its officers in addition to the indemnification provided for in the amended and restated certificate of incorporation and bylaws. These agreements, among other things, indemnify the Company’s directors and certain of its officers for certain expenses (including attorneys fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Company, on account of services as a director or officer of the Registrant or as a director or officer of any subsidiary of the Company, or as a director or officer of any other company or enterprise that the person provides services to at the request of the Company.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     See Index to Exhibits on page 8.

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Item 9. Undertakings

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 11th day of March, 2005.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Clay C. Williams, M. Gay Mather and Dwight W. Rettig and each of them, either one of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on March 11, 2005.

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INDEX TO EXHIBITS

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