EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-46459) pertaining to the National-Oilwell Retirement and Thrift Plan
of our report dated June 12, 2003, with respect to the financial statements and
schedule of the National-Oilwell Retirement and Thrift Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 2002.

/s/ Ernst & Young LLP

Houston, Texas
June 18, 2003