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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                             NATIONAL-OILWELL, INC.
                                (Name of Issuer)

                     COMMON STOCK, par value $.01 per share
                         (Title of Class of Securities)

                                  637071-10-1
                                 (CUSIP Number)







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CUSIP No.  637071-10-1
                                                                                 
1)       Name of Reporting Person                                                       DPI Oil Service Partners
                                                                                        Limited Partnership
         S.S. or I.R.S. Identification No.  of Above Person

2)       Check the appropriate box if a member of a Group                               (a)X
                                                                                        (b)N/A

3)       SEC Use Only

4)       Citizenship or place of organization                                           U.S.A.

Number of Shares           (5)      Sole Voting Power                                   0
Beneficially Owned         (6)      Shared Voting Power                                 4,725,281
by Each Reporting          (7)      Sole Dispositive Power                              0
Person with                (8)      Shared Dispositive Power                            4,725,281

9)       Aggregate Amount Beneficially  Owned by
         Each Reporting Person                                                          4,725,281

10)      Check Box if the Aggregate Amount in Row (9)
         Excludes certain Shares                                                        N/A

11)      Percent of Class Represented by Amount in Row 9                                27.4%

12)      Type of Reporting Person                                                       PN

3 CUSIP No. 637071-10-1 1) Name of Reporting Person DPI Partners II Limited Partnership S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 376,519 by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 376,519 9) Aggregate Amount Beneficially Owned by Each Reporting Person 376,519 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 2.2% 12) Type of Reporting Person PN
4 CUSIP No. 637071-10-1 1) Name of Reporting Person Inverness/Phoenix L.L.C. S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 5,101,800* by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 5,101,800* 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,101,800 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 29.6% 12) Type of Reporting Person CO
*Represents shares directly owned by DPI Oil Service Partners Limited Partnership and DPI Partners II Limited Partnership, of which Inverness/Phoenix L.L.C. is, in each case, the managing general partner. 5 CUSIP No. 637071-10-1 1) Name of Reporting Person W. McComb Dunwoody S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 5,101,800* by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 5,101,800* 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,101,800 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 29.6% 12) Type of Reporting Person IN
*Represents shares directly owned by DPI Oil Service Partners Limited Partnership and DPI Partners II Limited Partnership, of which Inverness/Phoenix L.L.C. is, in each case, the managing general partner. Mr. Dunwoody serves on the investment committee of Inverness/Phoenix L.L.C. The investment committee has sole power to vote and dispose of investments of Inverness/Phoenix L.L.C. 6 CUSIP No. 637071-10-1 1) Name of Reporting Person James C. Comis III S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 5,101,800* by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 5,101,800* 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,101,800 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 29.6% 12) Type of Reporting Person IN
*Represents shares directly owned by DPI Oil Service Partners Limited Partnership and DPI Partners II Limited Partnership, of which Inverness/Phoenix L.L.C. is, in each case, the managing general partner. Mr. Comis serves on the investment committee of Inverness/Phoenix L.L.C. The investment committee has sole power to vote and dispose of investments of Inverness/Phoenix L.L.C. 7 SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Item 1(a). Name of Issuer: National-Oilwell, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 5555 San Felipe Houston, Texas 77056 Item 2(a). Name of Persons Filing: DPI Oil Service Partners Limited Partnership DPI Partners II Limited Partnership Inverness/Phoenix L.L.C. W. McComb Dunwoody James C. Comis III Item 2(b). Address of Principal Business Office or, if None, Residence: 660 Steamboat Road Greenwich, CT 06830 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 637071-10-1 Item 3. This statement is filed pursuant to Rule 13d-1(c). Item 4. Ownership (a) Amount Beneficially Owned: 5,101,800 (b) Percent of Class: 29.6% (c) Number of shares as to which such persons have: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 5,101,800 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 5,101,800 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. 8 Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See attached Exhibit A Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable (statement is filed pursuant to Rule 13d-1(c)). 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the following certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 1997 \s\ W. McComb Dunwoody -------------------------------------------- DPI Oil Service Partners Limited Partnership By Inverness/Phoenix L.L.C. its managing general partner By its President \s\ W. McComb Dunwoody -------------------------------------------- DPI Partners II Limited Partnership By Inverness/Phoenix L.L.C. its managing general partner By its President \s\ W. McComb Dunwoody -------------------------------------------- Inverness/Phoenix L.L.C. By its President \s\ W. McComb Dunwoody -------------------------------------------- W. McComb Dunwoody \s\ James C. Comis III -------------------------------------------- James C. Comis III 10 EXHIBIT A IDENTIFICATION OF MEMBERS OF GROUP Pursuant to Item 8 of Schedule 13G, this exhibit identifies the persons who have filed this Schedule 13G as members of a group: Name: DPI Oil Service Partners Limited Partnership Address: 660 Steamboat Road Greenwich, CT 06830 Name: DPI Partners II Limited Partnership Address: 660 Steamboat Road Greenwich, CT 06830 Name: Inverness/Phoenix L.L.C. Address: 660 Steamboat Road Greenwich, CT 06830 Name: W. McComb Dunwoody Address: 660 Steamboat Road Greenwich, CT 06830 Name: James C. Comis Address: 660 Steamboat Road Greenwich, CT 06830