8-A12B

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                                                     Commission File No.

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


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                                    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)
                           
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                           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)

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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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                                    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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                                 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.

EX-4

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                                                                     Exhibit 4

                          DESCRIPTION OF CAPITAL STOCK

         The authorized capital stock of the Company consists of 40,000,000
shares of common stock and 10,000,000 shares of preferred stock, par value $.01
per share ("Preferred Stock").

Common Stock

         As of June 30, 1996, the Company's outstanding Common Stock consisted
of 11,064,548 shares of Common Stock and 13,288 shares of the Company's Class A
Common Stock. All outstanding shares of Class A Common Stock will have been
automatically converted into shares of Common Stock on the effective date of the
Registration Statement of which this Prospectus is a part. Upon completion of
the Offering, 17,712,378 shares of Common Stock will be outstanding after giving
effect to (i) the mandatory conversion of all outstanding shares of Class A
Common Stock into 2,021,452 shares of Common Stock, (ii) the exercise of the
Warrant to purchase 282,392 shares of Common Stock and (iii) the issuance of
343,986 shares of Common Stock under the Company's Value Appreciation Plans
(assuming an initial public offering price of $16.00 per share).

         The holders of Common Stock are entitled to one vote per share on all
matters voted on by the stockholders, including the election of directors.
Holders of Common Stock are not entitled to cumulate their votes in elections of
directors. Common stockholders have no preemptive rights or other rights to
subscribe for additional shares.

         Upon the effectiveness of the Registration Statement of which this
Prospectus is a part, each share of Class A Common Stock will be automatically
converted into shares of Common Stock pursuant to the Company's Charter. Each
holder of Class A Common Stock will be entitled to receive the number of shares
of Common Stock equal to the Original Cost divided by the net public offering
price per share of the Common Stock being sold in the Offering (152.13 shares
for each share of Class A Common Stock, based on an assumed initial public
offering price of $16.00 per share). Pursuant to the Charter, the number of
shares of Common Stock issuable upon conversion of the Class A Common Stock is
determined by dividing $30,079,200 by the initial public offering price per
share, less underwriting discount. Based on the range of the estimated initial
public offering price of $15.00 per share to $17.00 per share (less estimated
underwriting discount), the total number of shares of Common Stock which will be
issued upon conversion of Class A Common Stock will range from 2,156,215 shares
of Common Stock to 1,902,543 shares of Common Stock. At the conclusion of the
Offering no shares of Class A Common Stock will remain outstanding.

         After retirement of the Class A Common Stock upon consummation of the 
Offering,  holders of Common Stock will have an equal and ratable right to 
receive dividends when, as and if declared by the board of directors out of 
funds legally available therefor subject only to any payment requirements or 
other restrictions imposed by any series of Preferred Stock that may be issued 
in the future.  See "Dividend Policy."

         The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.



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Preferred Stock

         The board of directors of the Company, without any action by the
stockholders of the Company, is authorized to issue up to 10,000,000 shares of
Preferred Stock, in one or more series and to determine the voting rights
(including the right to vote as a series on particular matters), preferences as
to dividends and in liquidation and the conversion and other rights of each such
series. There are no shares of Preferred Stock outstanding. See "Certain
Anti-Takeover and Other Provisions of the Amended and Restated Certificate of
Incorporation --Preferred Stock."

Certain Anti-Takeover and Other Provisions of the Amended and Restated 
   Certificate of Incorporation

         The Amended and Restated Certificate of Incorporation (the "Charter")
and the Bylaws of the Company contain provisions that could have an
anti-takeover effect. These provisions are intended to enhance the likelihood of
continuity and stability in the composition of the board of directors of the
Company and in the policies formulated by the board of directors and to
discourage certain types of transactions which may involve an actual or
threatened change of control of the Company. The provisions are designed to
reduce the vulnerability of the Company to an unsolicited proposal for a
takeover of the Company that does not contemplate the acquisition of all of its
outstanding shares or an unsolicited proposal for the restructuring or sale of
all or part of the Company. The provisions are also intended to discourage
certain tactics that may be used in proxy fights. The board of directors
believes that, as a general rule, such takeover proposals would not be in the
best interest of the Company and its stockholders. Set forth below is a
description of such provisions in the Charter and the Bylaws. The description of
such provisions set forth below discloses, in the opinion of the Company's
management, all material elements of such provisions, is intended only as a
summary and is qualified in its entirety by reference to the pertinent sections
of the Charter and the Bylaws, forms of which are filed as exhibits to the
Registration Statement of which this Prospectus forms a part. The board of
directors has no current plans to formulate or effect additional measures that
could have an anti-takeover effect.

         Classified Board of Directors. The classification of directors will
have the effect of making it more difficult for stockholders to change the
composition of the board of directors. At least two annual meetings of
stockholders generally will be required to effect a change in a majority of the
board of directors. Such a delay may help ensure that the Company's directors,
if confronted by a stockholder attempting to force a proxy contest, a tender or
exchange offer or an extraordinary corporate transaction, would have sufficient
time to review the proposal as well as any available alternatives to the
proposal and to act in what they believe to be the best interest of the
stockholders. The classification provisions will apply to every election of
directors, however, regardless of whether a change in the composition of the
board of directors would be beneficial to the Company and its stockholders and
whether a majority of the Company's stockholders believes that such a change
would be desirable. Pursuant to the Charter, the provisions relating to the
classification of directors may only be amended by the affirmative vote of
eighty percent of the then outstanding shares of capital stock entitled to vote
thereon ("Voting Stock").

         Removal of Directors Only for Cause.  Pursuant to the Charter, 
directors can be removed from office, only for cause (as defined therein), by 
the affirmative vote of eighty percent of the

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Voting Stock, other than at the expiration of their term of office. Vacancies on
the board of directors may be filled only by the remaining directors and not by
the stockholders.

         Number of Directors. The Charter provides that the entire board of
directors will consist of not less than three members, the exact number to be
set from time to time by resolution of the board of directors. Accordingly, the
board of directors, and not the stockholders, has the authority to determine the
number of directors and could delay any stockholder from obtaining majority
representation on the board of directors by enlarging the board of directors and
filling the new vacancies with its own nominees until the next stockholder
election.

         No Written Consent of Stockholders. The Charter also provides that any
action required or permitted to be taken by the stockholders of the Company must
be taken at a duly called annual or special meeting of stockholders and may not
be taken by written consent. In addition, special meetings may only be called by
(i) the Chairman of the Board, (ii) the President or (iii) the board of
directors pursuant to a resolution adopted by a majority of the then-authorized
number of directors.

         Charter and Bylaws. The Charter provides that the board of directors,
by a majority vote, may adopt, alter, and amend or repeal provisions of the
Bylaws.

         Business Combinations under Delaware Law. The Company is subject to
section 203 of the Delaware General Corporation Law ("DGCL"), which prohibits
certain transactions between a Delaware corporation and an "interested
stockholder," which is defined as a person who, together with any affiliates
and/or associates of such person, beneficially owns, directly or indirectly, 15%
or more of the outstanding voting shares of a Delaware corporation. This
provision prohibits certain business combinations (defined broadly to include
mergers, consolidations, sales or other dispositions of assets having an
aggregate value in excess of 10% of the consolidated assets of the corporation,
and certain transactions that would increase the interested stockholder's
proportionate share ownership in the corporation) between an interested
stockholder and a corporation for a period of three years after the date the
interested stockholder acquired its stock, unless (i) the business combination
is approved by the corporation's board of directors prior to the date the
interested stockholder acquired shares; (ii) the interested stockholder acquired
at least 85% of the voting stock of the corporation in the transaction in which
it became an interested stockholder; or (iii) the business combination is
approved by a majority of the board of directors and by the affirmative vote of
two-thirds of the votes entitled to be cast by disinterested stockholders at an
annual or special meeting.

         Preferred Stock. The Charter authorizes the board of directors of the
Company, without any action by the stockholders of the Company, to issue up to
10,000,000 shares of Preferred Stock, in one or more series and to determine the
voting rights (including the right to vote as a series on particular matters),
preferences as to dividends and in liquidation and the conversion and other
rights of each such series. Because the terms of the preferred stock may be
fixed by the board of directors of the Company without stockholder action, the
preferred stock could be issued quickly with terms designed to make more
difficult a proposed takeover of the Company or the removal of its management,
thus affecting the market price of the Common Stock and preventing stockholders
from obtaining any premium offered by the potential buyer. The board of
directors will make any determination to issue such shares based on its judgment
as to the best interests of the Company and its stockholders.

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Liability of Officers and Directors--Indemnification

         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 Charter 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 each breach of the officers and 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 DGCL, or (iv) for any transaction from which the officer
and director derived an improper personal benefit.

         The inclusion of this provision in the Charter 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 benefitted the Company and
its stockholders. Both the Company's Charter 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 federal securities laws.



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