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 * WILLIAMS CLAY 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) Vice President and CFO (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   20,023 A (1) 20,023 D

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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)

$ 16.75

03/11/2005

A

21,660

03/11/2005

01/30/2012

Common Stock

21,660

(2)

21,660

D

Stock Option (right to buy)

$ 20.07

03/11/2005

A

37,382

03/11/2005

01/29/2013

Common Stock

37,382

(3)

37,382

D

Stock Option (right to buy)

$ 26.17

03/11/2005

A

28,685

03/11/2005

01/28/2014

Common Stock

28,685

(4)

28,685

D

Stock Option (right to buy)

$ 36.34

03/11/2005

A

26,343

01/26/2006(6)

01/26/2015

Common Stock

26,343

(5)

26,343

D

Phantom Stock

(7)

03/11/2005

A

17

03/11/2005(8)

(8)

Common Stock

17

(9)

17

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILLIAMS CLAY C 2000 WEST SAM HOUSTON PARKWAY SOUTH SUITE 1700 HOUSTON, TX 77042			Vice President and CFO

Signatures

Clay C. Williams		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 23,943 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 25,900 shares of Varco common stock with an exercise price of $14.00 per share, based on the Merger Exchange Ratio.
(3)	Received in the Merger in exchange for options to acquire 44,700 shares of Varco common stock with an exercise price of $16.78 per share, based on the Merger Exchange Ratio.
(4)	Received in the Merger in exchange for options to acquire 34,300 shares of Varco common stock with an exercise price of $21.88 per share, based on the Merger Exchange Ratio.
(5)	Received in the Merger in exchange for options to acquire 31,500 shares of Varco common stock with an exercise price of $30.39 per share, based on the Merger Exchange Ratio.
(6)	Options vest in three (3) equal annual installments commencing on the date indicated.
(7)	Converts on a 1-for-1 basis.
(8)	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.
(9)	The phantom stock was assumed by NOV in the merger in exchange for 21 shares of phantom stock of Varco pursuant to the Exchange Ratio applicable to the merger.

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