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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
WOODS JAMES D
  2. Issuer Name and Ticker or Trading Symbol
NATIONAL OILWELL VARCO INC [NOV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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   4,103 A (1) 4,103 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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) $ 13.28 03/11/2005   A   2,978   03/11/2005 08/08/2006 Common Stock 2,978 (2) 2,978 D  
Stock Option (right to buy) $ 31.35 03/11/2005   A   5,958   03/11/2005 08/14/2007 Common Stock 5,958 (3) 5,958 D  
Stock Option (right to buy) $ 21.78 03/11/2005   A   5,958   03/11/2005 08/13/2008 Common Stock 5,958 (4) 5,958 D  
Stock Option (right to buy) $ 21.62 03/11/2005   A   5,958   03/11/2005 08/12/2009 Common Stock 5,958 (5) 5,958 D  
Stock Option (right to buy) $ 25.49 03/11/2005   A   3,345   03/11/2005 05/30/2010 Common Stock 3,345 (6) 3,345 D  
Stock Option (right to buy) $ 28.64 03/11/2005   A   3,345   03/11/2005 05/17/2011 Common Stock 5,958 (7) 3,345 D  
Stock Option (right to buy) $ 23.48 03/11/2005   A   3,345   03/11/2005 05/16/2012 Common Stock 5,958 (8) 3,345 D  
Stock Option (right to buy) $ 25.12 03/11/2005   A   3,345   03/11/2005 05/15/2013 Common Stock 5,958 (9) 3,345 D  
Deferred Stock Units (10) 03/11/2005   A   1,238   03/11/2005(11)   (12) Common Stock 1,238 (13) 1,238 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WOODS JAMES D
2000 WEST SAM HOUSTON PARKWAY SOUTH
SUITE 1700
HOUSTON, TX 77042
  X      

Signatures

 James D. Woods   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 4,907 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) Received in the Merger in exchange for options to acquire 3,562 shares of Varco common stock with an exercise price of $11.10 per share, based on the Merger Exchange Ratio.
(3) Received in the Merger in exchange for options to acquire 7,125 shares of Varco common stock with an exercise price of $26.21 per share, based on the Merger Exchange Ratio.
(4) Received in the Merger in exchange for options to acquire 7,125 shares of Varco common stock with an exercise price of $18.21 per share, based on the Merger Exchange Ratio.
(5) Received in the Merger in exchange for options to acquire 7,125 shares of Varco common stock with an exercise price of $18.08 per share, based on the Merger Exchange Ratio.
(6) Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $21.31 per share, based on the Merger Exchange Ratio.
(7) Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $23.95 per share, based on the Merger Exchange Ratio.
(8) Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $19.63 per share, based on the Merger Exchange Ratio.
(9) Received in the Merger in exchange for options to acquire 4,000 shares of Varco common stock with an exercise price of $21.00 per share, based on the Merger Exchange Ratio.
(10) Converts on a 1-for-1 basis.
(11) Vests on the date indicated, subject to early vesting in the event of death, disability or retirement. The underlying shares of common stock are distributable upon the date elected by the reporting person, which date must be any of (i) upon vesting, (ii) fifth anniversary of the date of grant or (iii) upon a termination of service.
(12) Vests on the date indicated, subject to early vesting in the event of death, disability or retirement. The underlying shares of common stock are distributable upon the date elected by the reporting person, which date must be any of (i) upon vesting, (ii) fifth anniversary of the date of grant or (iii) upon a termination of service.
(13) The Deferred Stock Units were assumed by NOV in the merger and replaced in exchange for deferred stock units distributable into 1,481 shares of common stock of Varco pursuant to the Exchange Ratio applicable to the Merger.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.