SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BLANCHARD ROBERT W

(Last)

(First)

(Middle)

2000 WEST SAM HOUSTON PARKWAY SOUTH

SUITE 1700

(Street)

HOUSTON

77042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VARCO INTERNATIONAL INC /DE/ [ VRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2005		D		1,109	D	⁽¹⁾	0	D
Common Stock	03/11/2005		D		169	D	⁽¹⁾	0	I	By 401(K)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$16.78	03/11/2005		D			3,167	03/11/2005	01/29/2013	Common Stock	3,167	⁽²⁾	0	D
Stock Option (right to buy)	$21.88	03/11/2005		D			5,133	03/11/2005	01/28/2014	Common Stock	5,133	⁽³⁾	0	D
Stock Option (right to buy)	$30.39	03/11/2005		D			6,800	01/26/2006⁽⁸⁾	01/26/2015	Common Stock	6,800	⁽⁴⁾	0	D
Phantom Stock	⁽⁵⁾	03/11/2005		D			152	03/11/2005⁽⁶⁾	⁽⁶⁾	Common Stock	152	⁽⁷⁾	0	D

Explanation of Responses:

1. Converted pursuant to the merger agreement between Issuer and National-Oilwell, Inc., known as National Oilwell Varco, Inc. after the merger ("NOV") in exchange for .8363 of a share of NOV per share of Issuer stock.

2. This option was assumed by NOV in the merger and replaced with an option to purchase 2,648 shares of common stock of NOV with an exercise price of $20.07 per share, pursuant to the Exchange Ratio applicable to the merger.

3. This option was assumed by NOV in the merger and replaced with an option to purchase 4,292 shares of common stock of NOV with an exercise price of $21.88 per share, pursuant to the Exchange Ratio applicable to the merger.

4. This option was assumed by NOV in the merger and replaced with an option to purchase 5,686 shares of common stock of NOV with an exercise price of $36.34 per share, pursuant to the Exchange Ratio applicable to the merger.

5. Converts on a 1-for-1 basis.

6. 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.

7. The phantom stock was assumed by NOV in the merger and replaced with phantom stock payable in cash or 127 shares of common stock of NOV pursuant to the Exchange Ratio applicable to the merger.

8. Options vest in three (3) equal annual installments commencing on the date indicated.

	Robert W. Blanchard	03/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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