8-K

                       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: October 11, 2002
                        (Date of earliest event reported)


                             NATIONAL-OILWELL, INC.

             (Exact name of registrant as specified in its charter)



                                FILE NO. 1-12317
                            (Commission File Number)


              DELAWARE                                      76-0475815
      (State of incorporation)                           (I.R.S. Employer
                                                      Identification Number)

        10000 RICHMOND AVENUE                               77042-4200
           HOUSTON, TEXAS                                   (Zip Code)
        (Address of principal
         executive offices)


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






ITEM 5.  OTHER EVENTS.

On October 11, 2002, National-Oilwell, Inc. issued a press release announcing
that it has signed a Combination Agreement to acquire Hydralift ASA for NOK 55,
approximately U.S. $7.33, per share. The press release is filed as Exhibit 99.1
to this Current Report on Form 8-K, and the contents of such Exhibit are
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS

99.1     Press Release dated October 11, 2002



                                    SIGNATURE

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 thereunto duly authorized.

                                      NATIONAL-OILWELL, INC.



Date:  October 16, 2002               /s/ Steven W. Krablin
                                      ------------------------------------------
                                      Steven W. Krablin
                                      Vice President and Chief Financial Officer







                                 EXHIBIT INDEX


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

 99.1               Press Release dated October 11, 2002

EX-99.1

EXHIBIT 99.1


[NATIONAL OILWELL LOGO]


NEWS
                                                        CONTACT:  STEVE KRABLIN
                                                                  (713) 346-7773

FOR IMMEDIATE RELEASE


          NATIONAL OILWELL AND HYDRALIFT ANNOUNCE COMBINATION AGREEMENT

HOUSTON, TX, October 11, 2002 -- National-Oilwell, Inc. (NOI/NYSE) announced
today the signing of a definitive combination agreement with Hydralift ASA
(HYD/OSE) that will solidify National Oilwell's position as the leading global
supplier of comprehensive systems and components used in offshore oil and gas
drilling and production.

Under the terms of the agreement, which has been approved by both companies'
boards of directors, National Oilwell will make a cash Tender Offer in
approximately thirty days to acquire all of the outstanding shares of Hydralift.
National Oilwell will offer NOK 55, approximately U.S. $7.33, for each share of
Hydralift, which had an October 10, 2002 closing price on the Oslo B0rs of NOK
34.50. The total value of the transaction, including the assumption of debt, is
approximately $300 million. The transaction is expected to be accretive
immediately to earnings per share of National Oilwell.

For the three months ended June 30, 2002, National Oilwell reported revenues and
operating profit of approximately $372 million and $30 million. Hydralift
reported revenues and operating profit of approximately $109 million and $12
million for the same period.

Bjarne Skeie, Chairman of the Board of Hydralift, and Birger Skeie, Chief
Executive Officer, have each agreed to continue in their current positions after
the combination.

Pete Miller, National Oilwell's Chairman, President and CEO, said "This
combination is an exceptional strategic fit and will create the leading global
supplier of offshore drilling equipment, offshore production equipment and
floating production systems. We believe Hydralift's product range will open new
growing market segments to National Oilwell and benefit our customers' needs for
more technical, fully integrated drilling systems. Additionally, we are
extremely excited about the experience, reputation and leadership Bjarne and
Birger will bring to our international management team."




Bjarne Skeie, Chairman of Hydralift, said "The combination of these two
companies gives Hydralift the opportunity to participate more rapidly in the
consolidation of the offshore equipment industry. National Oilwell's market
leading position and worldwide installed base will provide substantial growth
opportunities for our products and strengthen our global market positions. We
believe our customers, shareholders and employees will benefit from this
combination."

The transaction is subject to various conditions, including certain regulatory
approvals, and the acceptance of the Tender Offer by shareholders owning more
than 90% of the outstanding shares. A group of Hydralift's key shareholders,
including Bjarne Skeie and the Board of Directors, who collectively own
approximately 22.8% of Hydralift's shares, have granted six-month options to
National Oilwell to purchase their shares of Hydralift at a price equal to the
Tender Offer price. First Securities ASA acted as financial advisor to National
Oilwell and Pareto Securities ASA acted as financial advisor to Hydralift.

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.

Hydralift manufactures and sells equipment to both the international oil and gas
and maritime industries. The company develops and designs specialized solutions
based on its standard range of products which includes complete drilling
equipment packages, cranes, pipe-handling systems, heave compensation systems,
riser tensioning systems, mooring systems, handling equipment for cable-laying
vessels and well-intervention systems.

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.

A single exchange rate of U.S. $1.00 = NOK 7.5 has been used in this
announcement for translation purposes.



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