8-K

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


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): March 14, 2001

                             NATIONAL-OILWELL, INC.
             (Exact name of registrant as specified in its charter)


                                                       
         DELAWARE                         1-12317                        76-0475815
(State or other jurisdiction)     (Commission File Number)    (IRS Employer Identification No.)
    of  incorporation)




                        10000 RICHMOND AVENUE, 4TH FLOOR
                            HOUSTON, TEXAS 77042-4200
                             (Address and Zip code)



       Registrant's telephone number, including area code: (713) 346-7500





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Item 5. Other Events.

         On March 14, 2001, the Registrant issued a press release, a copy of
which is included herewith as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

         (c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:


Exhibit
Number         Identification of Exhibit

99.1     Press Release issued by National-Oilwell, Inc. dated March 14, 2001





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               NATIONAL-OILWELL, INC.
                                    (Registrant)



                               By: /s/ STEVEN W. KRABLIN
                                   ------------------------------------------
                                   Steven W. Krablin
                                   Vice President and Chief Financial Officer


Dated: March 19, 2001




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                                INDEX TO EXHIBITS




EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------

      
99.1     Press Release of National-Oilwell, Inc. dated March 14, 2001




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EX-99.1

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                                                                    EXHIBIT 99.1



                         [NATIONAL OILWELL LETTERHEAD]



NEWS

                                                          CONTACT: STEVE KRABLIN
                                                                  (713) 346-7773

FOR IMMEDIATE RELEASE


               NATIONAL OILWELL ANNOUNCES THE SALE OF SENIOR NOTES


HOUSTON, TX, March 14, 2001 -- National-Oilwell, Inc. (NYSE: NOI) today
announced that it has sold $150 million of ten-year senior unsecured notes due
March 15, 2011. The notes were purchased by Bear Stearns & Co., who will sell
the notes at a coupon rate of 6.5% to qualified institutional investors pursuant
to Rule 144A. The notes will be sold at a price to investors of 98.526 for a
yield to maturity of 6.705%. National Oilwell has agreed to file a registration
statement with the Securities and Exchange Commission to exchange these notes
for registered notes that have substantially the same terms.

Net proceeds from the offering will be used to repay indebtedness under the
Company's existing revolving credit facility and for general corporate purposes.

National Oilwell is a worldwide leader in the design, manufacture and sale of
comprehensive systems and components used in oil and gas drilling and
production, as well as in providing supply chain integration services to the
upstream oil and gas industry.

Statements made in this press release that are forward-looking in nature are
intended to be "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934 and may involve risks and uncertainties.
These statements may differ materially from actual future events or results.
Readers are referred to documents filed by National Oilwell with the Securities
and Exchange Commission, including the Annual Report on Form 10-K, which
identify significant risk factors which could cause actual results to differ
from those contained in the forward-looking statements.

This news release does not constitute an offer to sell or an offer to buy the
securities. The securities were not registered under the Securities Act of 1933,
as amended, or applicable state securities laws, and may not be offered or sold
in the United States absent registration under the Securities Act and applicable
state securities laws or available exemptions from such registration
requirements.

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