As filed with the Securities and Exchange Commission on September 1, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NATIONAL-OILWELL, INC.

10000 Richmond
Houston, Texas 77042
(713) 346-7500
(Address of Principal Executive Offices)

Amended and Restated Stock Award and Long-Term Incentive Stock Plan

Dwight Rettig
General Counsel
National-Oilwell, Inc.
10000 Richmond
Houston, Texas 77042
(Name and address for agent of service)

(713) 346-7500
(Telephone number, including area code,
for agent of service)

COPIES TO:
James M. Prince
Thomas P. Mason
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002-6760

CALCULATION OF REGISTRATION FEE

Table of Contents

STATEMENT UNDER GENERAL INSTRUCTION E—REGISTRATION OF ADDITIONAL SHARES

     This Registration Statement on Form S-8 is being filed by National-Oilwell, Inc. (the “Registrant”) to register an additional 3,900,000 shares of common stock of the Registrant, $0.01 par value (the “Common Stock”), which may be acquired upon the exercise of stock options granted to certain employees and directors of the Company under the Registrant’s Amended and Restated Stock Award and Long-Term Incentive Plan (the “Plan”). Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8, Registration No. 333-15859, filed with the Securities and Exchange Commission (the “Commission”) on November 8, 1996, are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.      Exhibits.

1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas , on the 31st day of August, 2004.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven W. Krablin and Dwight W. Rettig, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-8 Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

2

INDEX TO EXHIBITS

3

EXHIBIT 5.1

ATTORNEYS AT LAW		VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 TELEPHONE (713) 758-2222 FAX (713) 758-2346 www.velaw.com

September 1, 2004

National-Oilwell, Inc.
10000 Richmond
Houston, Texas 77042

     We have acted as counsel for National-Oilwell, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of up to 3,900,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) issuable upon exercise of options previously granted and unexercised or to be granted under the 1996 Stock Award and Long-Term Incentive Stock Plan (the “Plan”).

     In connection with the foregoing, we have examined or are familiar with the Amended and Restated Certificate of Incorporation of the Company, the Bylaws of the Company, the corporate proceedings with respect to the issuance of the Shares, the registration statement on Form S-8 filed in connection with the registration of the Shares (the “Registration Statement”), and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion.

     Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued in accordance with the provisions of the Plans and related stock option agreements, will be validly issued and fully paid and non-assessable.

     The foregoing opinion is limited to the laws of the United States of America, the Constitution of the State of Delaware and the General Corporation Law of the State of Delaware, as interpreted by federal courts and the courts of the State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 3,900,000 shares of common stock of National-Oilwell, Inc. to be issued under the Amended and Restated Stock Award and Long-Term Incentive Stock Plan of National-Oilwell, Inc. of our report dated February 12, 2004, with respect to the consolidated financial statements and schedule of National-Oilwell, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Houston, Texas
August 30, 2004