Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WINKLER JOSEPH C
   2. Issuer Name and Ticker or Trading Symbol
NATIONAL OILWELL VARCO INC [NOV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO
(Last)
(First)
(Middle)
2000 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 1700		 3. Date of Earliest Transaction (Month/Day/Year)
03/11/2005
(Street)

HOUSTON, TX 77042		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/11/2005   A   63,850 A (1) 63,850 D  
Common Stock 03/11/2005   A   520 A (3) 520 I By Spouse
Common Stock 03/11/2005   A   508 A (9) 508 I By 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 24.89 03/11/2005   A   34,254   03/11/2005 01/31/2011 Common Stock 34,254 (4) 34,254 D  
Stock Option (right to buy) $ 16.75 03/11/2005   A   58,290   03/11/2005 01/30/2012 Common Stock 58,290 (5) 58,290 D  
Stock Option (right to buy) $ 20.07 03/11/2005   A   71,336   03/11/2005 01/29/2013 Common Stock 71,336 (6) 71,336 D  
Stock Option (right to buy) $ 26.17 03/11/2005   A   54,694   03/11/2005 01/28/2014 Common Stock 54,694 (7) 54,694 D  
Stock Option (right to buy) $ 36.34 03/11/2005   A   50,178   01/26/2006(2) 01/26/2015 Common Stock 50,178 (8) 50,178 D  
Phantom Stock (10) 03/11/2005   A   6,966     (11)   (11) Common Stock 6,966 (12) 6,966 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WINKLER JOSEPH C
2000 WEST SAM HOUSTON PARKWAY SOUTH
SUITE 1700
HOUSTON, TX 77042		       COO  

Signatures

 Joseph C. Winkler   03/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in exchange for 76,349 shares of Varco International, Inc. ("Varco") in connection with the merger of Varco with and into the Issuer (the "Merger") based on the Merger Exchange Ratio. At the Effective Time of the Merger, the closing price of Varco's common stock was $40.60 per share and the closing price of the Issuer's common stock was $48.85 per share.
(2) Option vest in three (3) equal annual installments commencing on the date indicated.
(3) Received in exchange for 622 shares of common stock of Varco based on the Merger Exchange Ratio.
(4) Received in the Merger in exchange for options to acquire 40,960 shares of Varco common stock with an exercise price of $20.8125 per share, based on the Merger Exchange Ratio.
(5) Received in the Merger in exchange for options to acquire 69,700 shares of Varco common stock with an exercise price of $14.00 per share, based on the Merger Exchange Ratio.
(6) Received in the Merger in exchange for options to acquire 85,300 shares of Varco common stock with an exercise price of $16.78 per share, based on the Merger Exchange Ratio.
(7) Received in the Merger in exchange for options to acquire 65,400 shares of Varco common stock with an exercise price of $21.88 per share, based on the Merger Exchange Ratio.
(8) Received in the Merger in exchange for options to acquire 60,000 shares of Varco common stock with an exercise price of $30.39 per share, based on the Merger Exchange Ratio.
(9) Received in exchange for 608 shares of common stock of Varco based on the Merger Exchange Ratio.
(10) Converts on a 1-for-1 basis.
(11) The Phantom Stock is payable in cash or common stock following termination of the reporting person's employment with the Issuer; subject to earlier withdrawal or transfer in accordance with the terms of the Issuer's Deferred Compensation Plan.
(12) Received in exchange for 8,330 shares of phantom stock of Varco based on the Exchange Ratio in connection with the Merger.

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