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


SCHEDULE 13G


Under the Securities Exchange Act of 1934


(Amendment No. 1)*

National Oilwell Inc
(Name of Issuer)

Common
(Title of Class of Securities)


637071101
(CUSIP Number)

*Percent of class in row 9 has been adjusted to reflect the new
shares outstanding as of November 18, 1997.  This amendment is
being made solely to reflect actual percentage ownership of issuer
based upon the new share outstanding.  Previous 13G filed on
December 10, 1997 reflected Neuberger & Berman's percentage ownership
based upon a prestock split shares outstanding.

Check the following box if a fee is being paid with this statement.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item l; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to  be  "filed"  for the purpose of Section 18 of the Securities
Exchange Act of 1934("Act")  or otherwise subject to the liabilities of
that section  of the Act but  shall  be  subject  to  all  other
provisions of the Act (however, see the Notes).





CUSIP No. 637071101               13G                 Page 2 of 5 Pages

1)    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Neuberger & Berman, LLC
      13-5521910


2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) /__/
                                                                 (b) /X/

 3)   SEC USE ONLY


 4)   CITIZENSHIP OR PLACE OF ORGANIZATION
      New York, New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 5)   SOLE VOTING POWER
      978,776

 6)   SHARED VOTING POWER
      1,103,090

 7)   SOLE DISPOSITIVE POWER
      0.

 8)   SHARED DISPOSITIVE POWER
      2,571,258


 9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      2,571,258


10)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
      13,662


11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      5.04*
*Percent of class in row 9 has been adjusted to reflect the new shares 
outstanding as of November 18, 1997.  This amendment is being made solely to
reflect actual percentage ownership of issuer based upon the new share
outstanding number.  Previous 13G filed on December 10, 1997 reflected
Neuberger & Berman's percentage based upon a prestock split shares
outstanding.


12)   TYPE OF REPORTING PERSON*

      BD/IA


CUSIP No. 637071101               13G                 Page 3 of 5 Pages
Item 1. (a)    Name of Issuer:

               National Oilwell Inc

Item 1  (b)    Address of Issuer's Principal Executive Offices:

               5555 San Felipe Houston TX 77056

Item 2. (a)    Name of Person Filing:

               Neuberger & Berman, LLC

Item 2  (b)    Address of Principal Business Office:

               605 Third Ave., New York, NY, 10158-3698

Item 2  (c)    Citizenship:

               USA

Item 2  (d)    Title of Class of Securities:

               Common

Item 2  (e)    CUSIP Number:

               637071101

Item 3. (a)    /X/  Broker or Dealer registered under Section 15 of the Act


Item 3  (b)    /X/  Investment Adviser registered under Section 203 of the
                    Investment Advisers Act of 1940


Item 4.        Ownership:

        (a)    Amount Beneficially Owned:

               2,571,258

        (b)    Percent of Class:

               5.04*
*Percent of class in row 9 has been adjusted to reflect the new
shares outstanding as of November 18, 1997.  This amendment is
being made solely to reflect actual percentage ownership of issuer
based upon the new share outstanding.  Previous 13G filed on
December 10, 1997 reflected Neuberger & Berman's percentage ownership
based upon a prestock split shares outstanding.


CUSIP No. 637071101               13G                 Page 4 of 5 Pages

(c)    Number of Shares as to which such person has:
          (I)    Sole Power to vote or to direct the
                 vote: 978,776

          (ii)   Shared Power to vote or to direct the
                 vote: 1,103,090

          (iii)  Sole Power to dispose or to direct the disposition
                 of: 0

          (iv)   Shared Power to dispose or to direct the disposition
                 of: 2,571,258


Item 5.        Ownership of Five Percent or Less of a Class:
               N/A

Item 6.        Ownership of More than Five Percent on Behalf of Another:



Neuberger & Berman, LLC is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has shared power to make decisions whether to retain or
dispose of the securities of many unrelated clients.  Neuberger & Berman,
LLC does not, however have any economic interest in the securities of those
clients.  The clients are the actual owners of the securities and have the
sole right to receive and the power to direct the receipt of dividends from
or proceeds from the sale of such securities.

Principal(s) of Neuberger & Berman, LLC own  13,662 shares.
Principal(s) own these shares in their own personal securities accounts.
Neuberger & Berman LLC disclaims beneficial ownership of these shares
since; these shares were purchased with each principal(s)' personal funds
and each principal has exclusive dispositive and voting power over the
shares held in their respective accounts.


With regard to the shares set forth under Item 4.(c)(II), Neuberger &
Berman, LLC and Neuberger & Berman Management Inc. are deemed to be
beneficial owners for purposes of Rule 13(d) since they both have shared
power to make decisions whether to retain or dispose of the securities.
Neuberger & Berman, LLC and Neuberger & Berman Management Inc. serve as sub-
adviser and investment manager, respectively, of Neuberger & Berman's
various Funds which hold such shares in the ordinary course of their
business and not with the purpose nor with the effect of changing or
influencing the control of the issuer.

With regard to the balance of the shares set forth under Item 4. (c) (II),
Neuberger & Berman, LLC and Neuberger & Berman Management Inc. are deemed
to be the beneficial owners for the purpose of Rule 13(d), since they have
power to make decisions whether to retain or dispose of securities held by
Neuberger & Berman's various other Funds.  Neuberger & Berman, LLC is the
sub-advisor to the aforementioned Funds.

No other Neuberger & Berman, LLC advisory client has an interest of more
than 5% of the issuer.

It should be further noted that the share calculation under item 4.(c)(IV)
is derived from a total combination of the shares set forth under Item
4.(c)(I and II). The remaining balance of shares, if any, are for
individual client accounts over which Neuberger & Berman, LLC has shared
power to dispose.
CUSIP No. 637071101               13G                 Page 5 of 5 Pages

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on by the Parent
                 Holding Company:

                 N/A

Item 8.          Identification and Classification of Members of the Group:

                 N/A

Item 9.          Notice of Dissolution of Group:

                 N/A

Item 10.         Certification:

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


Date: December 17, 1997


By:
     C. Carl Randolph

   _ Principal/General Counsel
     Name/Title