================================================================================


                                   FORM 10-K/A
                               (AMENDMENT NO. 4*)
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


================================================================================

(MARK ONE)
   [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2002
                                       OR

   [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-12317

                             NATIONAL-OILWELL, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                      76-0475815
---------------------------------                    -------------------
  (State or other jurisdiction                          (IRS Employer
of incorporation or organization)                    Identification No.)

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

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


           Securities registered pursuant to Section 12(b) of the Act:


    COMMON STOCK, PAR VALUE $.01                 NEW YORK STOCK EXCHANGE
    ----------------------------             ------------------------------
        (Title of Class)                     (Exchange on which registered)


        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           YES  X   NO
                              -----   -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ X ] No [ ]

As of March 3, 2003, 84,224,527 common shares were outstanding. Based upon the
closing price of these shares on the New York Stock Exchange and, excluding
solely for purposes of this calculation 4,140,609 shares beneficially owned by
directors and executive officers, the aggregate market value of the common
shares of National-Oilwell, Inc. held by non-affiliates was approximately $1.8
billion.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement in connection with the 2003 Annual Meeting of
Stockholders are incorporated in Part III of this report.



*This amendment is filed for the sole purpose of including Exhibits 99.1 and
99.2 with this Form 10-K/A.





ITEM 1. BUSINESS

GENERAL

National Oilwell designs, manufactures and sells comprehensive systems,
components, and products used in oil and gas drilling and production, as well as
distributes products and provides services to the exploration and production
segment of the oil and gas industry.

Our Products and Technology segment designs and manufactures complete land
drilling and workover rigs, as well as drilling related systems on offshore
rigs. Technology has increased the desirability of one vendor assuming
responsibility for the entire suite of components used in the drilling process,
as mechanical and hydraulic components are replaced by or augmented with
integrated computerized systems. In addition to traditional components such as
drawworks (the hoisting winch used to raise and lower drill pipe), mud pumps
(used to circulate drilling fluids), top drives (used to turn drill pipe)
derricks, cranes, jacking and mooring systems (used to raise, lower and anchor
offshore jackup drilling rigs), and other structural components, we provide
automated pipehandling, control and electrical power systems. We have also
developed new technology for drawworks and mud pumps applicable to the highly
demanding offshore markets.

Non-capital products produced by our Products and Technology segment include
drilling motors and specialized downhole tools that are sold or rented, spare
parts and service on the large installed base of our equipment, expendable parts
for mud pumps and other equipment, and smaller downhole, progressive cavity and
transfer pumps.

Our Distribution Services segment provides maintenance, repair and operating
supplies and spare parts to drill site and production locations throughout North
America and to offshore contractors worldwide. Increasingly, this business also
is expanding to locations outside North America, including the Middle East,
Southeast Asia, and South America. Using our information technology platforms
and processes, we can provide complete procurement, inventory management, and
logistics services to our customers.

BUSINESS STRATEGY

National Oilwell's business strategy is to enhance its market positions and
operating performance in the upstream oil and gas business by:

Leveraging our Capital Equipment Installed Base

We believe our market position and comprehensive product offering present
substantial opportunities to capture a significant portion of expenditures for
the construction of new drilling rigs and equipment as well as the upgrade and
refurbishment of existing drilling rigs and equipment. Over the next few years,
the advanced age of the existing fleet of drilling rigs, coupled with drilling
activity involving greater depths and extended reach, is expected to generate
demand for new equipment. National Oilwell's automation and control systems
offer the potential to improve the performance of new and existing drilling
rigs. The large installed base of our equipment also provides recurring demand
for spare parts and expendable products necessary for proper and efficient
operation.

Expanding our Non-Capital Products Business

Our non-capital equipment revenues continue to represent over half of our
products and technology business. We rent and sell high-performance drilling
motors and downhole tools and in the manufacture of certain expendable products
and spare parts needed in the drilling and production process. We believe
additional expansion in the non-capital upstream oil and gas industry would be
beneficial to our business and our customers.



                                       1



Furthering our Information Technology and Process Improvement Strategy

National Oilwell has developed an integrated information technology and process
improvement strategy to enhance procurement, inventory management and logistics
activities. As a result of the need to improve industry efficiency, oil and gas
companies and drilling contractors are frequently seeking alliances with
suppliers, manufacturers and service providers to achieve cost and capital
improvements. We believe we are well positioned to provide these services as a
result of our:

         -        large and geographically diverse network of distribution
                  service centers in major oil and gas producing areas;

         -        strong relationship with a large community of industry
                  suppliers;

         -        knowledge of customers procurement processes, suppliers
                  capabilities and products performance; and

         -        information systems that offer customers and suppliers
                  enhanced capabilities.

In addition, the integration of our distribution expertise, extensive network
and growing base of customer alliances provides an increased opportunity for
cost-effective marketing of our manufactured parts and equipment.

Continuing our Acquisitions Strategy

We believe the oilfield service and equipment industry will continue to
experience consolidation as businesses seek to align themselves with other
market participants in order to gain access to broader markets and integrated
product offerings. From 1997 through January 2003, National Oilwell has made a
total of thirty-two acquisitions and plans to continue to participate in this
trend. While none of our individual acquisitions have materially affected the
development of our current business or the results of our operations, the
aggregate effect has positively impacted our ability to provide complete
drilling equipment systems to our customers.

OPERATIONS

Products and Technology

National Oilwell designs, manufactures and sells drilling systems and components
for both land and offshore drilling rigs as well as complete land drilling and
well servicing rigs. Mechanical components include drawworks, mud pumps, top
drives, solids control equipment (used to remove particulates from drilling
fluids), traveling equipment (hooks and blocks used to hoist and lower drill
pipe) and rotary tables (used to rotate drill pipe). These components are
essential to pump fluids and hoist, support and rotate the drill string. Many of
these components are designed specifically for applications in offshore,
extended reach and deep land drilling. This equipment is installed on new rigs
and often replaced during the upgrade and refurbishment of existing rigs.

We design and manufacture masts, derricks and substructures for use on land rigs
and on fixed and mobile offshore platforms suitable for drilling applications to
depths of up to 30,000 feet or more. Other products include cranes, jacking and
mooring systems, reciprocating and centrifugal pumps and fluid end expendables
for all major manufacturers' pumps. Our business includes the sale of
replacement parts for our own manufactured machinery and equipment.

We also design and manufacture electrical systems and control and data
acquisition systems for drilling related operations and automated and remotely
controlled machinery for drilling rigs. Our control systems can control and
monitor many simultaneous operations on a drilling rig and often form the basis
for our state-of-the-art driller's



                                       2



cabin. Our automated pipe handling system provides an efficient and cost
effective method of joining lengths of drill pipe or casing as does our iron
roughneck. These and similar technologically advanced products can greatly
improve the safety on rigs, often by reducing the number of persons working on
the drilling floor.

While offering a complete line of conventional rigs, National Oilwell has
extensive experience in providing rig designs to satisfy requirements for harsh
or specialized environments. Such products include drilling and well servicing
rigs designed for the Arctic, highly mobile drilling and well servicing rigs for
jungle and desert use, modular well servicing rigs for offshore platforms and
modular drilling facilities for North Sea platforms. We also design and produce
fully integrated drilling equipment packages for offshore rigs.

National Oilwell designs and manufactures drilling motors, drilling jars and
specialized drilling tools for rent and sale. We also design and manufacture a
complete line of fishing tools used to remove objects stuck in the wellbore.

Distribution Services

National Oilwell provides distribution services through its network of
approximately 150 distribution service centers. National Oilwell's distribution
service centers are located throughout the oil and gas producing regions of
North America, with 105 in the United States, 40 in Canada, and the remainder in
various international locations. These distribution service centers stock and
sell a variety of expendable items for oilfield applications and spare parts for
our proprietary equipment. As oil and gas companies and drilling contractors
have refocused on their core competencies and emphasized efficiency initiatives
to reduce costs and capital requirements, our distribution services have
expanded to offer outsourcing and alliance arrangements that include
comprehensive procurement, inventory management and logistics support. In
addition, we believe we have a competitive advantage in the distribution
services business by distributing products manufactured by us and from the
association of this business with our Products and Technology segment.

The supplies and equipment stocked by our distribution service centers vary by
location. Each distribution point generally offers a large line of oilfield
products including valves, fittings, flanges, spare parts for oilfield equipment
and miscellaneous expendable items.

Most drilling contractors and oil and gas companies typically buy supplies and
equipment pursuant to non-exclusive contracts, which normally specify a discount
from list price for each product or product category. Our goal is to create
strategic alliances with our customers whereby we become the customer's primary
supplier of those items. In certain cases, we assume responsibility for
procurement, inventory management and product delivery for the customer,
occasionally by working directly out of the customer's facilities.

We believe e-commerce brings a significant advantage to larger companies that
are technologically proficient. During the last few years, we have invested over
$20 million to improve our information technology systems. Our e-commerce system
can interface directly with customers' systems to maximize efficiencies for us
and for our customers. We believe we have an advantage in this effort due to our
investment in technology, geographic size, knowledge of the industry and
customers, existing relationships with vendors and existing means of product
delivery.

Marketing

Substantially all of our capital equipment and spare parts sales, and a large
portion of our smaller pumps and parts sales, are made through our direct sales
force and distribution service centers. Sales to foreign state-owned oil
companies are typically made in conjunction with agent or representative
arrangements. Our downhole products are generally rented and sold worldwide
through our own sales force and through commissioned representatives.
Distribution sales are made through our network of distribution service centers.
Customers for our products and services include drilling and other service
contractors, exploration and production companies, supply companies and
nationally owned or controlled drilling and production companies.



                                       3





Competition

The oilfield services and equipment industry is highly competitive and our
revenues and earnings can be affected by price changes, introduction of new
technologies and products and improved availability and delivery. National
Oilwell's Products and Technology business segment competes with several
companies in North America that have drilling products that compete directly
with certain of our products. National Oilwell's Distribution Services business
segment faces competition from various smaller regional competitors who leverage
geographic strength in a particular market area, as well as other multinational
distribution companies utilizing pricing power to compete. None of these
competing companies dominate in any of the business segments in which we
operate.

Manufacturing and Backlog

National Oilwell has manufacturing facilities located in the United States,
Canada, Norway and China. The manufacture of parts or purchase of components is
sometimes outsourced to qualified subcontractors. The manufacturing operations
require a variety of components, parts and raw materials which we purchase from
multiple commercial sources. We have not experienced and do not expect any
significant delays in obtaining deliveries of materials.

Sales of products are made on the basis of written orders and oral commitments.
Our backlog for equipment at recent year-ends has been:

             December 31, 2002      $364 million (includes $170 million from
                                     the Hydralift ASA acquisition)
             December 31, 2001       385 million
             December 31, 2000       282 million

Distribution Suppliers

National Oilwell obtains products sold by its Distribution Services business
from a number of suppliers, including our own Products and Technology segment.
No single supplier of products is significant to our operations. We have not
experienced and do not expect a shortage of products that we sell.

Engineering

National Oilwell maintains a staff of engineers and technicians to:

         -        design and test new products, components and systems for use
                  in drilling and pumping applications;

         -        enhance the capabilities of existing products; and

         -        assist our sales organization and customers with special
                  projects.

Our product engineering efforts focus on developing technology to improve the
economics and safety of drilling and production processes, and to emphasize
technology and complete drilling solutions.

Patents and Trademarks

National Oilwell owns or has a license to use a number of patents covering a
variety of products. Although in the aggregate these patents are of importance,
we do not consider any single patent to be of a critical or essential nature. In
general, our business has historically relied upon technological capabilities,
quality products and application of expertise rather than patented technology.



                                       4



Employees

As of December 31, 2002, we had a total of 6,900 employees, 4,300 of whom were
salaried and 2,600 of whom were paid on an hourly basis. Of this workforce,
1,300 employees are employed in Canada, 850 in Norway and 675 in other locations
outside the United States.

Available Information Regarding our SEC Filings

Our corporate offices are located at 10000 Richmond Avenue, Houston, Texas
77042-4200. Our phone number at that location is (713) 346-7500 and our Internet
address is www.natoil.com. Information we make public about our company,
including all SEC required filings, is available to you, free of charge, at our
Internet address.

RISK FACTORS

         You should carefully consider the risks described below, in addition to
other information contained or incorporated by reference herein. Realization of
any of the following risks could have a material adverse effect on our business,
financial condition, cash flows and results of operations.

Demand for Our Products is Dependent Upon the Price of Oil and Gas and the
Willingness to Explore and Produce Oil and Gas.

         National Oilwell is dependent upon the oil and gas industry and its
willingness to explore for and produce oil and gas. The industry's willingness
to explore and produce depends upon the prevailing view of future product
prices. Many factors affect the supply and demand for oil and gas and therefore
influence product prices, including:

         o        level of production from known reserves;

         o        cost of producing oil and gas;

         o        level of drilling activity;

         o        worldwide economic activity;

         o        national government political requirements;

         o        development of alternate energy sources; and

         o        environmental regulations.

         If there is a significant reduction in demand for drilling services, in
cash flows of drilling contractors or production companies or in drilling or
well servicing rig utilization rates, then demand for our products will decline.

Volatile Oil and Gas Prices Affect Demand for Our Products.

         Oil and gas prices have been volatile since 1990, ranging from $10 -
$40 per barrel. Over the last three years, oil prices have generally ranged
within $20-$30 per barrel. Spot gas prices have also been volatile since 1990,
ranging from less than $1.00 per mmbtu of gas to above $10.00. Gas prices were
moderate in 1998 and 1999, generally ranging from $1.80 - $2.50 per mmbtu. Gas
prices in 2000 generally ranged from $4-$8 per mmbtu. In the second quarter of
2001, gas prices came under pressure, generally ranging between $2.20 to $3.00
per mmbtu through the first quarter of 2002. Gas prices have generally ranged
between $3.00 - $5.00 per mmbtu since that time.

         Expectations for future oil and gas prices cause many shifts in the
strategies and expenditure levels of oil and gas companies and drilling
contractors, particularly with respect to decisions to purchase major capital



                                       5



equipment of the type we manufacture. Industry activity and our revenues have
not responded to the higher commodity prices that have existed since the second
quarter of 2002, presumably due to concerns that these prices will not continue
in the current range. The oil and gas prices which are determined by the
marketplace may be above or below a range that is acceptable to our customers,
which could reduce demand for our products.

Competition in our Industry Could Ultimately Lead to Lower Revenues and
Earnings.

         The oilfield products and services industry is highly competitive. The
following competitive actions can each affect our revenues and earnings:

         o        price changes;

         o        new product and technology introductions; and

         o        improvements in availability and delivery.

         National Oilwell's Products and Technology business segment competes
with several companies in North America that have drilling products that compete
directly with certain of our products. National Oilwell's Distribution Services
business segment faces competition from various smaller regional competitors who
leverage geographic strength in a particular market area, as well as other
multinational distribution companies utilizing pricing power to compete.
Competition in our industry could lead to lower revenues and earnings.

Because Some of Our Products are Used in Potentially Hazardous Activities, We
Face Potential Product Liability and Warranty Claims.

         Customers use some of our products in potentially hazardous drilling,
completion and production applications that can cause:

         o        injury or loss of life;

         o        damage to property, equipment or the environment; and

         o        suspension of operations.

         National Oilwell may be named as a defendant in product liability or
other lawsuits asserting potentially large claims if an accident occurs at a
location where our equipment and services have been used. We are currently party
to various legal and administrative proceedings. The outcome of any such legal
or administrative proceedings could have an adverse effect on our financial
condition.

The Location of Some of our Customers in Foreign Markets that may have Unstable
Economies or Governments Could Have a Negative Impact on Our Revenues and
Operating Results.

         Some of our revenues depend upon customers in the Middle East, Africa,
Southeast Asia, South America and other international markets. These revenues
are subject to risks of instability of foreign economies and governments. Laws
and regulations limiting exports to particular countries can affect our sales,
and sometimes export laws and regulations of one jurisdiction contradict those
of another.

National-Oilwell Sells Products and Services Outside the United States. Changes
in Foreign Currency Exchange Rates Could Have a Negative Impact on our Revenues
and Operating Results.

         National Oilwell is exposed to the risks of changes in exchange rates
between the U.S. dollar and foreign currencies. Our Norwegian companies enter
into foreign exchange forward contracts, primarily between the Norwegian kroner
and the US dollar, to hedge cash flows on certain significant contracts. Our
decisions regarding



                                       6



the need for hedging foreign currencies in Norway and other countries can
adversely affect our operating results.

Our Growth Could Cause Difficulties Integrating Operations that We Acquire.

         National Oilwell has acquired 32 companies since April 1997, including
nine in 2001 and four in 2002. In addition, we acquired two other companies in
January 2003. We do not know whether suitable acquisition candidates will be
available on reasonable terms or if we will have access to adequate funds to
complete any desired acquisition. In addition, we may not be able to
successfully integrate the operations of the acquired companies. Combining
organizations could interrupt the activities of some or all of our businesses
and have a negative impact on operations.

Our Indebtedness Could Limit Our Ability to Borrow Additional Funds and/or Make
Us Vulnerable to General Adverse Economic and Industry Conditions.

In 1998, National Oilwell issued $150 million of 6 7/8% unsecured senior notes
due July 1, 2005. In 2001, we issued an additional $150 million of 6 1/2%
unsecured senior notes due March 15, 2011. In 2002, we issued $200 million of
5.65% unsecured senior notes due November 15, 2012. We also have a $175 million
revolving line of credit and approximately $200 million in availability under
various borrowing arrangements of our wholly-owned foreign subsidiaries. Our
leverage requires us to use some of our cash flow from operations for payment of
interest on our debt. Our leverage may also make it more difficult to obtain
additional financing in the future. Further, our leverage could make us more
vulnerable to economic downturns and competitive pressures.



                                       7


ITEM 2. PROPERTIES

National Oilwell owned or leased approximately 235 facilities worldwide as of
December 31, 2002, including the following principal manufacturing and
administrative facilities:



                                          APPROXIMATE
                                         BUILDING SPACE
LOCATION                                  (SQUARE FOOT)                     DESCRIPTION                                  STATUS
--------                                 --------------                     -----------                                  ------
                                                                                                                
Pampa, Texas                                 548,000       Manufactures drilling machinery and equipment                  Owned

Houston, Texas                               540,000       Manufactures downhole tools and mobile rigs                    Owned

Houston, Texas                               260,000       Manufactures drilling machinery and equipment                 Leased

Carquefou, France                            213,000       Manufactures offshore and marine handling                      Owned
                                                             equipment

Sugarland, Texas                             190,000       Manufactures braking systems and generators                    Owned

Galena Park, Texas                           188,000       Manufactures drilling components and rigs                      Owned

Houston, Texas                               178,000       Manufactures electrical power systems                          Owned

Edmonton, Alberta, Canada                    162,000       Manufactures downhole tools                                    Owned

Kristiansand, Norway                         157,000       Manufactures drilling and offshore equipment                   Owned

Tulsa, Oklahoma                              140,000       Manufactures pumps and expendable parts                        Owned

McAlester, Oklahoma                          117,000       Manufactures pumps and expendable parts                        Owned

Houston, Texas                               115,000       Administrative offices                                        Leased

Stavanger, Norway                             87,000       Manufactures drilling components and systems                  Leased

Calgary, Alberta, Canada                      76,000       Manufactures coiled tubing units and wireline trucks           Owned

Molde, Norway                                 68,000       Manufactures marine handling equipment                         Owned

Marble Falls, Texas                           65,000       Manufactures drilling expendable parts                         Owned

Stavanger, Norway                             62,000       Manufactures drilling components and systems                   Owned

Nisku, Alberta, Canada                        59,000       Manufactures drilling machinery and equipment                  Owned

Edmonton, Alberta, Canada                     57,000       Manufactures drilling machinery and equipment                  Owned


We own or lease 65 satellite repair and manufacturing facilities that refurbish
and manufacture new equipment and parts and approximately 150 distribution
service centers worldwide. We believe the capacity of our facilities is adequate
to meet demand currently anticipated for 2003.

ITEM 3. LEGAL PROCEEDINGS

National Oilwell has various claims, lawsuits and administrative proceedings
that are pending or threatened, all arising in the ordinary course of business,
with respect to commercial, product liability and employee matters. Although no
assurance can be given with respect to the outcome of these or any other pending
legal and administrative proceedings and the effect such outcomes may have, we
believe any ultimate liability resulting from the outcome of such proceedings
will not have a material adverse effect on our consolidated financial
statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended
December 31, 2002.



                                       8


                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

National Oilwell common stock is listed on the New York Stock Exchange (ticker
symbol: NOI). The following table sets forth the stock price range during the
past three years:



                           2002                            2001                            2000
                 ------------------------        -----------------------        ------------------------
Quarter            High             Low           High             Low           High              Low
-------          -------          -------        -------         -------        -------          -------
                                                                               
First            $ 26.25          $ 16.43        $ 40.50         $ 33.65        $ 31.38          $ 14.25
Second             28.81            20.91          39.55           26.80          32.89            22.94
Third              21.29            15.19          25.74           12.91          37.50            27.25
Fourth             23.31            17.69          20.86           13.85          39.19            28.25


As of March 3, 2003, there were 537 holders of record of National Oilwell common
stock. Many stockholders choose to own shares through brokerage accounts and
other intermediaries rather than as holders of record so the actual number is
unknown but significantly higher. National Oilwell has never paid cash
dividends, and none are anticipated during 2003.


                                       9


ITEM 6. SELECTED FINANCIAL DATA

Data for periods prior to 2000 shown below is restated to combine IRI
International and Dupre' results pursuant to pooling-of-interests accounting.



                                                                          YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------------------------------
                                                    2002             2001          2000            1999            1998
                                                ------------    ------------   ------------   ------------    ------------
                                                          (IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
                                                                                               

OPERATING DATA:
  Revenues                                      $  1,521,946    $  1,747,455   $  1,149,920   $    839,648    $  1,449,248
  Operating income (1)                               134,323         189,277         48,456          1,325         139,815
  Income (loss) before taxes                         112,465         168,017         27,037        (14,859)        125,021
  Net income (loss) (2)                               73,069         104,063         13,136         (9,385)         81,336
  Net income (loss) per share
    Basic (2)                                           0.90            1.29           0.17          (0.13)           1.19
    Diluted (2)                                         0.89            1.27           0.16          (0.13)           1.19

OTHER DATA:
  Depreciation and amortization                       25,048          38,873         35,034         25,541          20,518
  Capital expenditures                                24,805          27,358         24,561         17,547          39,246

BALANCE SHEET DATA:
  Working capital                                    768,852         631,257        480,321        452,015         529,937
  Total assets                                     1,968,662       1,471,696      1,278,894      1,005,715       1,091,028
  Long-term debt, less current maturities            594,637         300,000        222,477        196,053         222,209
  Stockholders' equity                               933,364         867,540        767,206        596,375         603,568


(1)      In connection with the IRI International Corporation merger in 2000, we
         recorded charges of $14.1 million related to direct merger costs,
         personnel reductions, and facility closures and inventory write-offs of
         $15.7 million due to product line rationalization. In 1998, a $17.0
         million charge was recorded related to personnel reductions and
         facility closures and a $5.6 million charge related to the write-down
         of certain tubular inventories.


(2)      We adopted Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets" (SFAS 142), effective January 1,
         2002. The effects of not amortizing goodwill and other intangible
         assets in periods prior to the adoption of SFAS 142 would have resulted
         in net income (loss) of $115.0 million, $23.1 million, $(4.0) million
         and $84.8 million for the years ended December 31, 2001, 2000, 1999,and
         1998, respectively; basic earnings per common share of $1.42, $0.29,
         $(0.06) and $1.24 for the years ending December 31, 2001, 2000, 1999
         and 1998, respectively; and diluted earnings per common share of $1.41,
         $0.29, $(0.06) and $1.24 for the years ending December 31, 2001, 2000,
         1999 and 1998, respectively.



                                       10


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

We design, manufacture and sell drilling systems, drilling equipment and
downhole products as well as distribute maintenance, repair and operating
products to the oil and gas industry. Our revenues and operating results are
directly related to the level of worldwide oil and gas drilling and production
activities and the profitability and cash flow of oil and gas companies and
drilling contractors, which in turn are affected by current and anticipated
prices of oil and gas. Oil and gas prices have been and are likely to continue
to be volatile. See "Risk Factors".

We conduct our operations through the following segments:

Products and Technology

Our Products and Technology segment designs and manufactures complete land
drilling and workover rigs, and drilling related systems for offshore rigs.
Technology has increased the desirability of one vendor assuming responsibility
for the entire suite of components used in the drilling process, as mechanical
and hydraulic components are replaced by or augmented with integrated
computerized systems. In addition to traditional components such as drawworks,
mud pumps, top drives, derricks, cranes, jacking and mooring systems, and other
structural components, we provide automated pipehandling, control and electrical
power systems. We have also developed new technology for drawworks and mud pumps
applicable to the highly demanding offshore markets.

Distribution Services

Our Distribution Services segment provides maintenance, repair and operating
supplies and spare parts from our network of distribution service centers to
drill site and production locations throughout North America and to offshore
contractors worldwide. Increasingly, this business also is expanding to
locations outside North America, including the Middle East, Southeast Asia, and
South America. Using our information technology platforms and processes, we can
provide complete procurement, inventory management, and logistics services to
our customers. Products are purchased from numerous manufacturers and vendors,
including our Products and Technology segment.

RESULTS OF OPERATIONS

Operating results by segment, which have been restated to reflect a business
combination accounted for under the pooling-of-interests method during 2000, are
as follows (in millions):



                                         YEAR ENDED DECEMBER 31,
                                 --------------------------------------
                                    2002          2001          2000
                                 ----------    ----------    ----------
                                                    

Revenues:
  Products and Technology        $    917.3    $  1,120.9    $    683.5
  Distribution Services               686.2         707.8         521.3
  Eliminations                        (81.5)        (81.3)        (54.8)
                                 ----------    ----------    ----------
        Total                    $  1,522.0    $  1,747.4    $  1,150.0
                                 ==========    ==========    ==========

Operating Income:
  Products and Technology        $    127.0    $    171.0      $ 61.0 ?
  Distribution Services                18.1          28.5          12.9
  Corporate                           (10.8)        (10.2)        (11.3)
                                 ----------    ----------    ----------
                                      134.3         189.3          62.6
  Special Charge                         --            --          14.1
                                 ----------    ----------    ----------
        Total                    $    134.3    $    189.3    $     48.5
                                 ==========    ==========    ==========




                                       11




Products and Technology

Products and Technology revenues in 2002 were $203.6 million (18%) lower than
the previous year as moderate oil and gas prices failed to sustain the 2001
levels of market activity in all product areas. Capital equipment revenues were
down $72 million while related spare parts and expendable parts were lower than
2001 by $38 million. Sales and rentals of downhole motors and fishing tools
decreased by approximately $74 million, impacted by its strong dependence on the
North American market. Operating income fell $44 million in 2002 when compared
to the prior year, impacted by the margin reduction due to the significantly
lower volume. Changes in sales price did not have any significant effect on
revenues compared to the prior year. The absence of amortization of goodwill in
2002, as required per the new accounting guidance, favorably impacted operating
income by $10.4 million. Reductions in compensation expense also contributed
approximately $11.0 million in operating income when compared to the prior year.
Revenues from the mid-December 2002 acquisition of Hydralift ASA, and the
consolidation of our Chinese joint venture, each contributed $8.0 million in
revenues and $0.3 million and $2.2 million in operating income, respectively.

Revenues for the Products and Technology segment in 2001 increased by $437.4
million (64 %) from 2000 as virtually all products experienced significant
revenue growth. Capital equipment revenues were up $285 million, drilling spares
up $35 million, expendable pumps and parts were higher by $47 million and
downhole tools increased $75 million. As a result of this robust growth in the
volume of product sales, operating income in 2001 increased by $110.0 million
from the prior year. Changes in sales price did not have any significant effect
on revenues compared to the prior year. Revenues from acquisitions completed in
2001 under the purchase method of accounting contributed $34 million in
incremental revenues.

Backlog of the Products and Technology capital products was $364 million at
December 31, 2002, $385 million at December 31, 2001 and $282 million at
December 31, 2000. Backlog at December 31, 2002 includes $170 million acquired
in late December through the purchase of Hydralift ASA. Substantially all of the
current backlog is expected to be shipped by mid-year 2004.

Distribution Services

Distribution Services revenues fell $21.6 million, or 3%, from the 2001 level as
this segment's strategy to create strategic alliances and expand its
international presence made significant market penetration during a difficult
market. North American revenues fell approximately 16% due to the lower activity
level while shipments in the international market almost doubled. Sales of our
own-make products increased almost 12% while maintenance, repair and operating
("MRO") supplies fell almost 5%. Changes in sales price did not have any
significant effect on revenues compared to the prior year. Operating income in
2002 was $10.4 million lower than the prior year. Margin reduction, due to the
lower volume and project bidding pressures, contributed to approximately 80% of
the operating income shortfall with the remainder due to significant
infrastructure growth.

Distribution Services revenues in 2001 increased $186.5 million from the 2000
level with all areas and products participating in the upswing that lasted until
the middle of the 4th quarter 2001. U.S. revenues of MRO supplies were up 44%
while Canadian revenues were 13% higher than the prior year. Changes in sales
price did not have any significant effect on revenues compared to the prior
year. Operating income in 2001 increased by $15.6 million from the prior year
due to the higher revenue volume and cost efficiencies linked to the new global
operating system. Revenues from acquisitions completed in 2001 under the
purchase method of accounting contributed $24 million in incremental revenues.

Corporate

Corporate charges represent the unallocated portion of centralized and executive
management costs. Year 2002 costs of $10.8 million reflect certain corporate-led
marketing initiatives and general overhead incurred to support a larger company.
Year 2001 costs of $10.2 million represents a 10% reduction from the prior year
as various e-strategy



                                       12



and e-commerce initiatives became operational. Year 2003 corporate charges are
expected to approximate $12 million due to recent acquisitions.

Special Charge

During 2000, we recorded a special charge, net of a $0.4 million credit from
previous special charges, of $14.1 million ($11.0 million after tax, or $0.14
per share) related to the merger with IRI International. Components of the
charge were (in millions):


                                        
Direct transaction costs                   $    6.6
Severance                                       6.4
Facility closures                               1.5
                                           --------
                                               14.5
Prior year reversal                            (0.4)
                                           --------
                                           $   14.1
                                           --------


The cash and non-cash elements of the charge approximated $13 million and $1.1
million, respectively. All direct cash outlays have been spent. Facility closure
costs consisted of lease cancellation costs and impairment of a closed
manufacturing facility that is classified with "Property held for sale" on our
balance sheet. All of this charge is applicable to the Products and Technology
business segment.

Interest Expense

Interest expense in 2002 totaled $24.1 million, an increase of $1.3 million from
the prior year. All of this increase is a direct result of our mid-November 2002
sale of $200 million of 5.65% unsecured senior notes. Our average borrowing cost
during 2002 of 6.4% remained the same as 2001. We expect our interest expense in
2003 to increase by at least $10 million as a result of our higher senior debt
level.

Despite continual borrowing rate declines during 2001, interest expense
increased approximately $5.5 million over 2000 due to our higher debt level to
support the working capital associated with the robust business climate. In
March 2001, we sold $150 million of 6 1/2% unsecured senior notes which
increased our total senior debt to $300 million. Year 2001 average monthly debt,
including the senior notes, was $334 million or $118 million (54%) greater than
the 2000 level.

Income Taxes

National Oilwell is subject to U.S. federal, state and foreign taxes and
recorded a combined tax rate of 35% in 2002, 38% in 2001 and 51% in 2000. The
2000 effective tax rate was impacted by certain transaction costs associated
with the IRI merger and the inclusion of pre-merger IRI capital losses due to
pooling-of-interests accounting that may not be deductible. Excluding the impact
of merger-related costs and capital losses, our combined effective tax rate for
2000 was 36%. We expect our tax rate in 2003 to approximate 34%.

We have net operating loss carryforwards in the United States that could reduce
future tax expense by up to $4.2 million. They expire at various dates through
2017. Additional loss carryforwards in Europe could reduce future tax expense by
$10.3 million and reduce goodwill $9.4 million if realized in the future. Due to
the uncertainty of future utilization of these loss carryforwards, $2.8 million
of the potential benefits in the U.S. and $9.6 million in Europe have been fully
reserved.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002, National Oilwell had working capital of $768.9 million, an
increase of $137.6 million from December 31, 2001. The addition of Hydralift ASA
and consolidation of the Chinese joint venture accounted for $123.3 million of
this increase, including $78 million of the increase in cash. After considering
the Halco acquisition in January 2002 and the change in current deferred taxes,
the rest of the company reduced our need for working capital during 2002. Due to
a new revolving three-year credit facility put in place during July 2002, all of
our debt is of a long-term nature.



                                       13



Total capital expenditures were $24.8 million during 2002, $27.4 million in 2001
and $24.6 million in 2000. Additions and enhancements to the downhole rental
tool fleet and information management and inventory control systems represent
the majority of these capital expenditures. Capital expenditures are expected to
approximate $35 million in 2003, which should also approximate depreciation
expense in that year, with continued emphasis on rental tools and information
technology. We believe we have sufficient existing manufacturing capacity to
meet currently anticipated demand through 2003 for our products and services.

In November 2002, we sold $200 million of 5.65 % unsecured senior notes due
November 15, 2012. Proceeds were used to acquire Hydralift ASA. Interest is
payable on May 15 and November 15 of each year. In March 2001, we sold $150
million of 6.50 % unsecured senior notes due March 15, 2011, with interest
payable on March 15 and September 15 of each year. In June 1998, we sold $150
million of 6.875 % unsecured senior notes due July 1, 2005, with interest
payments due annually on January 1 and July 1.

On July 30, 2002, we replaced the existing credit facility with a new three-year
unsecured $175 million revolving credit facility. This facility is available for
acquisitions and general corporate purposes and provides up to $50 million for
letters of credit, of which $22.0 million were outstanding at December 31, 2002.
Interest is based upon prime or Libor plus 0.5% subject to a ratings based grid.
In securing this new credit facility, we incurred approximately $0.9 million in
fees which will be amortized to expense over the term of the facility.

The senior notes contain reporting covenants and the credit facility contains
financial covenants and ratios regarding maximum debt to capital and minimum
interest coverage. We were in compliance with all covenants governing these
facilities at December 31, 2002.

We also have additional credit facilities totaling $223 million that are used
primarily for acquisitions, general corporate purposes and letters of credit.
Recently acquired Hydralift ASA represents $152 million of these facilities.
These multi-currency Hydralift committed facilities are secured by a guarantee,
contain financial covenants and expire in 2006. Borrowings against these
additional credit facilities totaled $93 million at December 31, 2002 and an
additional $39 million had been used for letters of credit and guarantees.

We believe cash generated from operations and amounts available under our credit
facilities and from other sources of debt will be sufficient to fund operations,
working capital needs, capital expenditure requirements and financing
obligations. We also believe any significant increase in capital expenditures
caused by any need to increase manufacturing capacity can be funded from
operations or through debt financing.

We have not entered into any transactions, arrangements, or relationships with
unconsolidated entities or other persons which would materially affect
liquidity, or the availability of or requirements for capital resources. A
summary of our outstanding contractual obligations and other commercial
commitments at December 31, 2002 is as follows (in thousands):



                                       14





                                                                           PAYMENTS DUE BY PERIOD
                                                            ----------------------------------------------------
                                                            LESS THAN 1
      CONTRACTUAL OBLIGATIONS                      TOTAL        YEAR      1-3 YEARS    4-5 YEARS   AFTER 5 YEARS
      ---------------------------------------   ----------  ------------  ----------   ----------  -------------
                                                                                    
      Long Term Debt                            $  594,637   $       --   $  244,637   $       --   $  350,000
      Operating Leases                              63,625       17,658       30,450        6,943        8,574
                                                ----------   ----------   ----------   ----------   ----------
      Total contractual obligations             $  658,262   $   17,658   $  275,087   $    6,943   $  358,574
                                                ==========   ==========   ==========   ==========   ==========





                                                                 AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                                            ----------------------------------------------------
                                                            LESS THAN 1
      COMMERCIAL COMMITMENTS                      TOTAL         YEAR      1-3 YEARS    4-5 YEARS   AFTER 5 YEARS
      ---------------------------------------   ----------  ------------  ----------   ----------  -------------
                                                                                    
      Line of Credit                            $  326,698   $       --   $  326,698   $       --   $       --

      Standby Letters of Credit                     61,432       41,635       19,797           --           --
                                                ----------   ----------   ----------   ----------   ----------
      Total commercial commitments              $  388,130   $   41,635   $  346,495   $       --   $       --
                                                ==========   ==========   ==========   ==========   ==========


We intend to pursue additional acquisition candidates, but the timing, size or
success of any acquisition effort and the related potential capital commitments
cannot be predicted. We expect to fund future cash acquisitions primarily with
cash flow from operations and borrowings, including the unborrowed portion of
the credit facility or new debt issuances, but may also issue additional equity
either directly or in connection with acquisitions. There can be no assurance
that acquisition funds will be available at terms acceptable to us.

Inflation has not had a significant impact on National Oilwell's operating
results or financial condition in recent years.

MARKET RISK DISCLOSURE

We are exposed to changes in foreign currency exchange rates and interest rates.
Additional information concerning each of these matters follows:

Foreign Currency Exchange Rates

We have operations in foreign countries, including Canada, Norway and the United
Kingdom, as well as operations in Latin America, China and other European
countries. The net assets and liabilities of these operations are exposed to
changes in foreign currency exchange rates, although such fluctuations generally
do not affect income since their functional currency is the local currency. For
operations where our functional currency is not the local currency, such as
Singapore and Venezuela, the net asset or liability position is insignificant
and, therefore, changes in foreign currency exchange rates are not expected to
have a material impact on earnings.

Some of our revenues in foreign countries are denominated in US dollars, and
therefore, changes in foreign currency exchange rates impact our earnings to the
extent that costs associated with those US dollar revenues are denominated in
the local currency. In order to mitigate that risk, we may utilize foreign
currency forward contracts to better match the currency of our revenues and
associated costs. We do not use foreign currency forward contracts for trading
or speculative purposes. The counterparties to these contracts are major
financial institutions, which minimizes counterparty credit risk.

The impact of foreign currency exchange rates has not materially affected our
results of operations in any of the last three years. We do not believe that a
hypothetical 10% movement in these foreign currencies would have a material
impact on our earnings.



                                       15




Interest Rate Risk

Our long term borrowings consist of $150 million in 6.875% senior notes, $150
million in 6.5% senior notes and $200 million in 5.65% senior notes. We also
have borrowings under our other facilities totaling $94.6 million at December
31, 2002. A portion of the borrowings are denominated in multiple currencies
which could expose us to market risk with exchange rate movements. These
instruments carry interest at a pre-agreed upon percentage point spread from
either the prime interest rate, LIBOR or NIBOR. Under our credit facilities, we
may, at our option, fix the interest rate for certain borrowings based on a
spread over LIBOR or NIBOR for 30 days to 6 months. Based upon our December 31,
2002 borrowings under our variable rate facilities of $94.6 million, an
immediate change of one percent in the interest rate would cause a change in
annual interest expense of approximately $0.9 million. Our objective in
maintaining a portion of our debt in variable rate borrowings is the flexibility
obtained regarding early repayment without penalties and lower overall cost as
compared with fixed-rate borrowings.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements requires us to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Our estimation process generally relates to
potential bad debts, obsolete and slow moving inventory, value of intangible
assets, and deferred income tax accounting. Note 1 to the consolidated financial
statements contains the accounting policies governing each of these matters. Our
estimates are based on historical experience and on our future expectations that
we believe to be reasonable under the circumstances. The combination of these
factors result in the amounts shown as carrying values of assets and liabilities
in the financial statements and accompanying notes. Actual results could differ
from our current estimates and those differences may be material.

We believe the following accounting policies are the most critical in the
preparation of our consolidated financial statements:

We maintain an allowance for doubtful accounts for accounts receivables by
providing for specifically identified accounts where collectibility is doubtful
and a general allowance based on the aging of the receivables compared to past
experience and current trends. A majority of our revenues come from drilling
contractors, independent oil companies, international oil companies and
government-owned or government-controlled oil companies, and we have
receivables, some denominated in local currency, in many foreign countries. If,
due to changes in worldwide oil and gas drilling activity or changes in economic
conditions in certain foreign countries, our customers were unable to repay
these receivables, additional allowances would be required.

Allowances for inventory obsolescence are determined based on our historical
usage of inventory on-hand as well as our future expectations related to our
substantial installed base and the development of new products. The amount
reserved is the recorded cost of the inventory minus its estimated realizable
value. Changes in worldwide oil and gas drilling activity and the development of
new technologies associated with the drilling industry could require additional
allowances to reduce the value of inventory to the lower of its cost or net
realizable value.

We account for our defined benefit pension plans in accordance with Statement of
Financial Accounting Standards No. 87, Employers' Accounting for Pensions (FAS
87), which requires that amounts recognized in the financial statements be
determined on an actuarial basis. Significant elements in determining our
pension income or expense in accordance with FAS 87 is the discount rate
assumption and the expected return on plan assets. The discount rate used
approximates the weighted average rate of return on high-quality fixed income
investments whose maturities match the expected payouts. The expected return on
plan assets is based upon the geometric mean of historical returns of a number
of different equities, including stocks, bonds and U.S. treasury bills. The
assumed long-term rate of return on assets is applied to a calculated value of
plan assets, which results in an estimated return on plan assets that is
included in current year pension income or expense. The difference between this
expected return and the actual return on plan assets is deferred and amortized
against future pension income or expense. A substantial portion of our pension
amounts relate to its defined benefit plans in the United States and the United
Kingdom. During 2000, 2001 and 2002, we assumed that the expected long-term rate
of return on plan assets for these plans would be between 6.3% and 8.0%. Prior
to 2001, our actual cumulative long-term rate of return on the pension



                                       16



assets of these plans was in excess of these amounts; however, these plans'
assets have recently earned substantially less than the assumed rates of return.
The impact of our pension plans on our 2002 results of operations, cash flow and
liquidity has been immaterial but recent actual returns of the plan assets may
effect future contributions to the plans and our earnings. The amount of
unrecognized losses on pension assets is $31.8 million. For 2003, we have
lowered the assumed rates of return to between 6.0% and 7.0%, depending on the
plan. As a result of this and other factors, we believe there will be an
increase in pension expense of approximately $0.5-$1.0 million for 2003.

Business acquisitions are accounted for using the purchase method of accounting.
The cost of the acquired company is allocated to identifiable tangible and
intangible assets based on estimated fair value, with the excess allocated to
goodwill. On at least an annual basis, we assess whether goodwill is impaired.
Our annual impairment tests are performed at the beginning of the 4th quarter of
each year. If we determine that goodwill is impaired, we measure that impairment
based on the amount by which the book value of goodwill exceeds its implied fair
value. The implied fair value of goodwill is determined by deducting the fair
value of a reporting unit's identifiable assets and liabilities from the fair
value of that reporting unit as a whole. Additional impairment assessments may
be performed on an interim basis if we encounter events or changes in
circumstances that would indicate that, more likely than not, the carrying
amount of goodwill has been impaired. The fair value of the reporting units is
determined based on internal management estimates that considers multiple
valuation techniques.

Our net deferred tax assets and liabilities are recorded at the amount that is
more likely than not to be realized or paid. Should we determine that we would
not be able to realize all or part of the net deferred tax asset in the future,
an adjustment to the deferred tax assets would be charged to income in the
period of such determination.

SUBSEQUENT EVENTS

On January 2, 2003, we acquired LSI, a Houston, Texas based distributor of
specialty electrical products, for approximately $13 million. This transaction
generated approximately $6 million in goodwill and is complementary to our
distribution services business.

On January 16, 2003, we acquired the Mono pumping products business from
Halliburton Energy Services for approximately $89 million, consisting of $22.7
million in cash and 3.2 million shares of our common stock. This transaction,
which consisted of purchasing all the outstanding stock of Monoflo, Inc. in the
United States and Mono Group in the United Kingdom, generated approximately $46
million in goodwill and will add to the non-capital product lines within our
Products and Technology segment.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board issued Statement on Financial
Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations", which sets forth the accounting and reporting to be followed for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs and SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", addresses disposal activities and
termination costs in exiting an activity. These pronouncements are generally
effective January 1, 2003. The Company believes the adoption of these new
accounting pronouncements will not have a significant impact on its results of
operations or financial position.

FORWARD-LOOKING STATEMENTS

Some of the information in this document contains, or has incorporated by
reference, forward-looking statements. Statements that are not historical facts,
including statements about our beliefs and expectations, are forward-looking
statements. Forward-looking statements typically are identified by use of terms
such as "may," "will," "expect," "anticipate," "estimate," and similar words,
although some forward-looking statements are expressed differently. You should
be aware that our actual results could differ materially from results
anticipated in the forward-looking statements due to a number of factors,
including but not limited to changes in oil and gas prices, customer demand for
our products and worldwide economic activity. You should also consider carefully
the statements under "Risk



                                       17



Factors" which address additional factors that could cause our actual results to
differ from those set forth in the forward-looking statements. Given these
uncertainties, current or prospective investors are cautioned not to place undue
reliance on any such forward-looking statements. We undertake no obligation to
update any such factors or forward-looking statements to reflect future events
or developments.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Incorporated by reference to Item 7 above, "Market Risk Disclosure."


ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA

         Attached hereto and a part of this report are financial statements and
         supplementary data listed in Item 15.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

             None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Incorporated by reference to the definitive Proxy Statement for the
         2003 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

         Incorporated by reference to the definitive Proxy Statement for the
         2003 Annual Meeting of Stockholders.



                                       18







ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of our fiscal year ended December
31, 2002, with respect to compensation plans under which our common stock may be
issued:



                                                                                                       NUMBER OF SECURITIES
                                                                                                     REMAINING AVAILABLE FOR
                                         NUMBER OF SECURITIES TO                                       FUTURE ISSUANCE UNDER
                                             BE ISSUED UPON              WEIGHTED-AVERAGE              EQUITY COMPENSATION
                                              EXERCISE OF                EXERCISE PRICE OF               PLANS (EXCLUDING
                                          OUTSTANDING OPTIONS,          OUTSTANDING OPTIONS,          SECURITIES REFLECTED IN
                                           WARRANTS AND RIGHTS           WARRANTS AND RIGHTS                COLUMN (A))
     PLAN CATEGORY                                 (a)                           (b)                           (c) (1)
-----------------------                 ------------------------        --------------------          -----------------------
                                                                                             
Equity compensation
plans approved by
security holders                               3,790,496                    $  21.99                        4,219,162

Equity compensation
plans not approved by
security holders                                      0                            0                                0
                                            -----------                     --------                      -----------
Total                                         3,790,496                     $  21.99                        4,219,162
                                            ===========                     ========                      ===========


         (1) Shares could be issued other than upon the exercise of stock
         options, warrants or rights; however, none are anticipated during 2003.
         On February 14, 2003, we issued 977,500 stock options at an exercise
         price of $20.14.


Security Ownership of Certain Beneficial Owners and Management

         Incorporated by reference to the definitive Proxy Statement for the
         2003 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the definitive Proxy Statement for the 2003 Annual
Meeting of Stockholders.

ITEM 14. CONTROLS AND PROCEDURES

         (a)      Evaluation of disclosure controls and procedures

                  Our chief executive officer and chief financial officer, based
                  on their evaluation of our disclosure controls and procedures
                  (as defined in Exchange Act Rule 13a-14(c)) as of a date
                  within 90 days prior to the filing of this annual report on
                  Form 10-K, have concluded that our disclosure controls and
                  procedures are adequate and effective for the information
                  required to be disclosed by us in the reports we file or
                  submit under the Securities Exchange Act of 1934, as amended
                  (the "Exchange



                                       19




                  Act"), and that this information is recorded, processed,
                  summarized and reported within the time periods specified in
                  the Securities and Exchange Commission's rules and forms.

         (b)      Changes in internal control

                  There were no significant changes in our internal controls or
                  in other factors that could significantly affect our internal
                  controls subsequent to the date of their evaluation described
                  above.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K

a)       Financial Statements and Exhibits

1.       Financial Statements

         The following financial statements are presented in response to Part
         II, Item 8:



                                                                                     Page(s) in
                                                                                     This Report
                                                                                     -----------
                                                                                  
      Consolidated Balance Sheets.........................................................26

      Consolidated Statements of Operations...............................................27

      Consolidated Statements of Cash Flows...............................................28

      Consolidated Statements of Stockholders' Equity.....................................29

      Notes to Consolidated Financial Statements..........................................30

2.    Financial Statement Schedules

      Schedule II - Valuation and Qualifying Accounts.....................................51


         All schedules, other than Schedule II, are omitted because they are not
         applicable, not required or the information is included in the
         financial statements or notes thereto.


3. Exhibits

         2.1      Combination Agreement between National-Oilwell, Inc. and
                  Hydralift ASA regarding the transaction announced October 11,
                  2002 (Exhibit 2.1) (5).

         3.1      Amended and Restated Certificate of Incorporation of
                  National-Oilwell, Inc. (Exhibit 3.1) (1).

         3.2      By-laws of National-Oilwell, Inc. Filed as an exhibit to the
                  Annual Report on Form 10-K, filed March 7, 2003.

         10.1     Employment Agreement dated as of January 1, 2002 between
                  Merrill A. Miller, Jr. and National Oilwell, with a similar
                  agreement with Steven W. Krablin (Exhibit 10.1) (2).

         10.2     Employment Agreement dated as of January 1, 2002 between
                  Dwight W. Rettig and National Oilwell, with similar agreements
                  with Robert L. Bloom, Kevin Neveu, Mark A. Reese and Robert R.
                  Workman (Exhibit 10.2) (2).



                                       20



         10.3     Employment Agreement dated as of June 28, 2000 between Gary W.
                  Stratulate and IRI International, Inc., which has now merged
                  into National Oilwell (Exhibit 10.3) (2).

         10.4     Amended and Restated Stock Award and Long-Term Incentive Plan
                  (Exhibit 10.1) (3)*.

         10.5     Loan Agreement dated July 30, 2002 (Exhibit 10.2) (3).

         10.6     Employment Agreement dated as of March 1, 2000 between Jon
                  Gjedebo and a National Oilwell subsidiary (Exhibit 10.8) (4).

         10.7     Non-competition Agreement dated as of June 28, 2000 between
                  Hushang Ansary and National Oilwell (Exhibit 10.9) (4).

         21.1     Subsidiaries of the Company. Filed as an exhibit to the Annual
                  Report on Form 10-K, filed March 7, 2003.

         23.1     Consent of Ernst & Young LLP

         24.1     Power of Attorney (included on signature page hereto). Filed
                  as an exhibit to the Annual Report on Form 10-K, filed March
                  7, 2003.


         99.1     Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.



         99.2     Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.


b)   Reports on Form 8-K

                  A report on Form 8 - K was filed on October 16, 2002 regarding
         a press release announcing the signing of a Combination Agreement to
         acquire Hydralift ASA for NOK 55, approximately U.S. $7.33, per share.

                  A report on Form 8 - K was filed on November 14, 2002 which
         contained the Combination Agreement of the previously announced
         transaction with Hydralift ASA.

                  A report on Form 8 - K was filed on February 12, 2003
         regarding a press release announcing our financial results for the
         fourth quarter and full year ended December 31,2002.


----------

*        Compensatory plan or arrangement for management or others

(1)      Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on
         August 11, 2000.

(2)      Filed as an Exhibit to our Annual Report on Form 10-K filed on March
         28, 2002.

(3)      Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on
         November 12, 2002.

(4)      Filed as an Exhibit to our Annual Report on Form 10-K filed on March 1,
         2001.

(5)      Filed as an Exhibit to our Current Report on Form 8-K filed on November
         14, 2002.



                                       21




                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to its Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         NATIONAL-OILWELL, INC.


DATE: JUNE 26, 2003                      BY:     /S/ STEVEN W. KRABLIN
                                            ------------------------------------
                                                     STEVEN W. KRABLIN
                                                     VICE PRESIDENT AND
                                                     CHIEF FINANCIAL OFFICER




                                       22

                                 CERTIFICATIONS

I, Merrill A. Miller, Jr., certify that:

1. I have reviewed this annual report on Form 10-K/A of National-Oilwell, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


DATE:  JUNE 26, 2003                     BY:  /s/ MERRILL A. MILLER, JR.
                                            -------------------------------
                                              MERRILL A. MILLER, JR.
                                              CHIEF EXECUTIVE OFFICER


                                       23

I, Steven W. Krablin, certify that:

1. I have reviewed this annual report on Form 10-K/A of National-Oilwell, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

DATE:  JUNE 26, 2003                   BY:  /s/ STEVEN W. KRABLIN
                                          ------------------------------------
                                                  STEVEN W. KRABLIN
                                                  VICE PRESIDENT AND
                                                  CHIEF FINANCIAL OFFICER


                                       24



                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
National-Oilwell, Inc.

         We have audited the accompanying consolidated balance sheets of
National-Oilwell, Inc., as of December 31, 2002 and 2001, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
National-Oilwell, Inc., at December 31, 2002 and 2001, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States.

         As discussed in Note 1 to the consolidated financial statements, in
2002 the Company changed its method of accounting for goodwill and other
intangible assets.

                              /s/ ERNST & YOUNG LLP

Houston, Texas
February 18, 2003



                                       25




                             NATIONAL-OILWELL, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                               December 31,    December 31,
                                                                                  2002             2001
                                                                              -------------    -------------
                                                                                         
                             ASSETS

Current assets:
  Cash and cash equivalents                                                   $     118,338    $      43,220
  Receivables, net                                                                  428,116          382,153
  Inventories                                                                       470,088          455,934
  Costs in excess of billings                                                        53,805               --
  Deferred income taxes                                                              26,783           16,825
  Prepaid and other current assets                                                   17,938           10,434
                                                                              -------------    -------------
          Total current assets                                                    1,115,068          908,566

Property, plant and equipment, net                                                  208,420          168,951
Deferred income taxes                                                                36,864           16,663
Goodwill, net                                                                       581,576          352,094
Property held for sale                                                                7,389           12,144
Other assets                                                                         19,345           13,278
                                                                              -------------    -------------
                                                                              $   1,968,662    $   1,471,696
                                                                              =============    =============

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                                                      --           10,213
  Accounts payable                                                                  168,548          161,277
  Customer prepayments                                                                9,533            9,843
  Accrued compensation                                                                5,087           23,661
  Billings in excess of costs                                                        61,738               --
  Other accrued liabilities                                                         101,310           72,315
                                                                              -------------    -------------
          Total current liabilities                                                 346,216          277,309

Long-term debt                                                                      594,637          300,000
Deferred income taxes                                                                54,612           20,380
Other liabilities                                                                    30,229            6,467
                                                                              -------------    -------------
          Total liabilities                                                       1,025,694          604,156

Commitments and contingencies

Minority interest                                                                     9,604               --

Stockholders' equity:

  Common stock - par value $.01; 81,014,713 and 80,902,882 shares
      issued and outstanding at December 31, 2002 and December 31, 2001                 810              809
  Additional paid-in capital                                                        594,849          592,507
  Accumulated other comprehensive loss                                              (44,461)         (34,873)
  Retained earnings                                                                 382,166          309,097
                                                                              -------------    -------------
                                                                                    933,364          867,540
                                                                              -------------    -------------
                                                                              $   1,968,662    $   1,471,696
                                                                              =============    =============



        The accompanying notes are an integral part of these statements.



                                       26



                             NATIONAL-OILWELL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                                               Year Ended December 31,
                                                                    -----------------------------------------------
                                                                        2002             2001             2000
                                                                    -------------    -------------    -------------
                                                                                             
Revenues                                                            $   1,521,946    $   1,747,455    $   1,149,920

Cost of revenues:
     Cost of products and services sold                                 1,160,082        1,319,621          884,774
     Merger related inventory write-offs                                       --               --           15,684
                                                                    -------------    -------------    -------------

Gross profit                                                              361,864          427,834          249,462

Selling, general, and administrative                                      227,541          238,557          186,924
Special charge                                                                 --               --           14,082
                                                                    -------------    -------------    -------------

Operating income                                                          134,323          189,277           48,456

Interest and financial costs                                              (27,279)         (24,929)         (19,069)
Interest income                                                             2,638            1,775            2,908
Other income (expense), net                                                 3,656            1,894           (5,258)
                                                                    -------------    -------------    -------------

Income before income taxes and minority interest                          113,338          168,017           27,037

Provision for income taxes                                                 39,396           63,954           13,901
                                                                    -------------    -------------    -------------
Income before minority interest                                            73,942          104,063           13,136
Minority interest in income of consolidated subsidiaries                     (873)              --               --
Net income                                                          $      73,069    $     104,063    $      13,136
                                                                    =============    =============    =============

Net income per share:

   Basic                                                            $        0.90    $        1.29    $        0.17
                                                                    =============    =============    =============
   Diluted                                                          $        0.89    $        1.27    $        0.16
                                                                    =============    =============    =============

Weighted average shares outstanding:
  Basic                                                                    80,974           80,813           79,325
                                                                    =============    =============    =============
  Diluted                                                                  81,709           81,733           80,760
                                                                    =============    =============    =============



        The accompanying notes are an integral part of these statements.



                                       27







                             NATIONAL-OILWELL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)



                                                                                     Year Ended December 31,
                                                                                --------------------------------------
                                                                                  2002          2001           2000
                                                                                ----------    ----------    ----------
                                                                                                   

Cash flow from operating activities:
  Net income                                                                    $   73,069    $  104,063    $   13,136
  Adjustments to reconcile net income to net cash
  provided (used) by operating activities:
    Depreciation and amortization                                                   25,048        38,873        35,034
    Provision for losses on receivables                                              3,606         3,897         1,589
    Provision for deferred income taxes                                             11,446         7,847        (5,881)
    Gain on sale of assets                                                          (4,551)       (2,878)       (3,522)
    Foreign currency transaction (gain) loss                                           307           573        (1,397)
    Tax benefit from exercise of nonqualified stock options                            328         2,348         4,901
    Special charge                                                                      --            --        14,082
    Merger related inventory write-offs                                                 --            --        15,684
  Changes in assets and liabilities, net of acquisitions:
    Marketable securities                                                               --            --        14,686
    Receivables                                                                     58,953       (74,700)      (65,619)
    Inventories                                                                     25,189       (71,906)      (27,219)
    Income taxes receivable                                                             --            --        12,888
    Prepaid and other current assets                                                (2,960)        2,411        (4,802)
    Accounts payable                                                               (32,031)      (23,357)       47,345
    Other assets/liabilities, net                                                  (54,363)      (22,547)      (24,292)
                                                                                ----------    ----------    ----------

          Net cash provided (used) by operating activities                         104,041       (35,376)       26,613
                                                                                ----------    ----------    ----------

Cash flow from investing activities:
  Purchases of property, plant and equipment                                       (24,805)      (27,358)      (24,561)
  Proceeds from sale of assets                                                      12,534         7,927         8,227
  Businesses acquired and investments in joint ventures, net of cash              (213,052)      (38,517)      (48,208)
                                                                                ----------    ----------    ----------

          Net cash used by investing activities                                   (225,323)      (57,948)      (64,542)
                                                                                ----------    ----------    ----------

Cash flow from financing activities:
  Borrowings against lines of credit                                               303,220       294,084       273,376
  Payments against lines of credit                                                (311,018)     (354,310)     (254,202)
  Net proceeds from issuance of long-term debt                                     199,070       146,631            --
  Proceeds from stock options exercised                                              2,343         9,286        14,247
  Other                                                                              1,363            --          (662)
                                                                                ----------    ----------    ----------

          Net cash provided by financing activities                                194,978        95,691        32,759
                                                                                ----------    ----------    ----------

Effect of exchange rate losses on cash                                               1,422        (1,606)         (462)
                                                                                ----------    ----------    ----------

Increase (decrease) in cash and equivalents                                         75,118           761        (5,632)
Cash and cash equivalents, beginning of year                                        43,220        42,459        48,091
                                                                                ----------    ----------    ----------
Cash and cash equivalents, end of year                                          $  118,338    $   43,220    $   42,459
                                                                                ==========    ==========    ==========

Supplemental disclosures of cash flow information: Cash payments during the
  period for:
          Interest                                                              $   21,579    $   20,772    $   16,807
          Income taxes                                                              45,615        26,775         7,333


        The accompanying notes are an integral part of these statements.



                                       28





                             NATIONAL-OILWELL, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                                    ACCUMULATED
                                                                      ADDITIONAL       OTHER
                                                        COMMON         PAID-IN      COMPREHENSIVE      RETAINED
                                                        STOCK          CAPITAL          LOSS            EARNINGS        TOTAL
                                                     ------------    ------------   -------------    ------------   ------------
                                                                                                     
Balance at December 31, 1999                         $        717    $    415,701    $    (11,923)   $    191,880   $    596,375
                                                     ------------    ------------    ------------    ------------   ------------

  Net income                                                                                               13,136         13,136
  Other comprehensive income
       Currency translation adjustments                                                   (10,684)                       (10,684)
       Marketable securities valuation adjustment                                             749                            749
                                                                                                                    ------------
           Comprehensive income                                                                                            3,201

  Stock issued for acquisition                                 79         153,948                                        154,027
  Stock options exercised                                       9           8,580                                          8,589
  Tax benefit of options exercised                                          4,901                                          4,901
  Other                                                                        95                              18            113
                                                     ------------    ------------    ------------    ------------   ------------

Balance at December 31, 2000                         $        805    $    583,225    $    (21,858)   $    205,034   $    767,206
                                                     ------------    ------------    ------------    ------------   ------------

  Net income                                                                                              104,063        104,063
  Other comprehensive income
       Currency translation adjustments                                                   (11,569)                       (11,569)
       Marketable securities valuation adjustment                                          (1,446)                        (1,446)
                                                                                                                    ------------
           Comprehensive income                                                                                           91,048

  Stock options exercised                                       4           6,934                                          6,938
  Tax benefit of options exercised                                          2,348                                          2,348
                                                     ------------    ------------    ------------    ------------   ------------

Balance at December 31, 2001                         $        809    $    592,507    $    (34,873)   $    309,097   $    867,540
                                                     ============    ============    ============    ============   ============

  Net income                                                                                               73,069         73,069
  Other comprehensive income
       Currency translation adjustments                                                     2,474                          2,474
       Interest rate contract                                                                 886                            886
       Minimum liability of defined benefit plans                                         (12,948)                       (12,948)
                                                                                                                    ------------
          Comprehensive income                                                                                            63,481

  Stock options exercised                                       1           2,014                                          2,015
  Tax benefit of options exercised                                            328                                            328
                                                     ------------    ------------    ------------    ------------   ------------

Balance at December 31, 2002                         $        810    $    594,849    $    (44,461)   $    382,166   $    933,364
                                                     ============    ============    ============    ============   ============


        The accompanying notes are an integral part of these statements.



                                       29



                             NATIONAL-OILWELL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION AND BASIS OF PRESENTATION

NATURE OF BUSINESS

We design, manufacture and sell comprehensive systems, components, and products
used in oil and gas drilling and production, as well as distribute products and
provide supply chain integration services to the upstream oil and gas industry.
Our revenues and operating results are directly related to the level of
worldwide oil and gas drilling and production activities and the profitability
and cash flow of oil and gas companies and drilling contractors, which in turn
are affected by current and anticipated prices of oil and gas. Oil and gas
prices have been and are likely to continue to be volatile.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of
National-Oilwell, Inc. and its majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.
Investments that are not wholly-owned, but where we exercise control, are fully
consolidated with the equity held by minority owners reflected as minority
interest in the accompanying balance sheet and their portion of net income
(loss) is included in other income (expense) in the accompanying statement of
operations. Investments in unconsolidated affiliates, over which we exercise
significant influence, but not control, are accounted for by the equity method.
Investments in which we exercise no control or significant influence would be
accounted for under the cost method.

Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash
equivalents, receivables, and payables approximated fair value because of the
relatively short maturity of these instruments. Cash equivalents include only
those investments having a maturity date of three months or less at the time of
purchase. The carrying values of other financial instruments approximate their
respective fair values.

Derivative Financial Instruments

We record all derivative financial instruments at their fair value in our
consolidated balance sheet. All derivative financial instruments we hold are
designated as cash flow hedges and are highly effective in offsetting movements
in the underlying risks. Accordingly, gains and losses from changes in the fair
value of derivative financial instruments are deferred and recognized in
earnings as the underlying transactions occur. Because our derivative financial
instruments are so closely related to the underlying transactions, hedge
ineffectiveness is insignificant.

We use foreign currency forward contracts to mitigate our exposure to changes in
foreign currency exchange rates on firm sale commitments to better match the
local currency cost components of our fixed US dollar contracts. Such
arrangements typically have terms between three months and one year, depending
upon the customer's purchase order. We also use, from time to time, interest
rate contracts to mitigate our exposure to changes in interest rates on
anticipated long-term debt issuances. These contracts are typically short term
in nature. We do not use derivative financial instruments for trading or
speculative purposes.



                                       30




Inventories

Inventories consist of oilfield products, manufactured equipment, manufactured
specialized drilling products and downhole motors and spare parts for
manufactured equipment and drilling products. Inventories are stated at the
lower of cost or market using the first-in, first-out or average cost methods.
Allowances for excess and obsolete inventories are determined based on our
historical usage of inventory on-hand as well as our future expectations related
to our substantial installed base and the development of new products. The
amount reserved, which totaled $49.4 million and $49.1 million at December 31,
2002 and 2001, respectively, is the recorded cost of the inventory minus its
estimated realizable value. Provisions for excess and obsolete inventories have
been immaterial in recent years.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for major
improvements that extend the lives of property and equipment are capitalized
while minor replacements, maintenance and repairs are charged to operations as
incurred. Disposals are removed at cost less accumulated depreciation with any
resulting gain or loss reflected in operations. Depreciation is provided using
the straight-line method or declining balance method over the estimated useful
lives of individual items. Depreciation expense was $25.0 million, $27.1 million
and $24.7 million for the years ending December 31, 2002, 2001 and 2000.

Long-lived Assets

Effective January 1, 2002, we adopted SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS 144 superceded SFAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". The adoption of SFAS 144 had no effect on our results of operations. We
record impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amount of those assets. The net carrying value of assets not recoverable is
reduced to fair value if lower than carrying value. In determining the fair
market value of the assets, we consider market trends and recent transactions
involving sales of similar assets, or when not available, discounted cash flow
analysis. Impairments of our equity investments would be recognized when
declines in market values below carrying amounts were considered other than
temporary.

Assets Held for Sale

In the course of integrating acquisitions and streamlining operations, we have
closed certain manufacturing facilities. Facilities where we have a formal plan
to sell the facility are classified as held for sale. We expect these facilities
to be sold within one year but market conditions may impact our ability to sell
the facilities. When we designate an asset as held for sale, we record its
carrying value at the lower of its current carrying amount or the estimated fair
value less costs to sell and stop recording depreciation expense. Carrying
values are adjusted to reflect any subsequent deterioration in fair value.

Intangible Assets

Deferred financing costs are amortized on a straight-line basis over the life of
the related debt security. Beginning in 2002, we adopted FAS 142 "Accounting for
Goodwill and Other Intangible Assets" and accordingly stopped amortizing
goodwill that arose from acquisitions before June 30, 2001. We also performed an
impairment test as of the beginning of 2002 that indicated no impairment of
goodwill or other intangibles. The effect of not amortizing goodwill and other
intangibles in periods prior to adoption follows (in thousands):



                                       31





                                                        YEAR ENDED DECEMBER 31,
                                                   2002         2001         2000
                                                ----------   ----------   ----------
                                                                 
Reported net income                             $   73,069   $  104,063   $   13,136
Add back: Goodwill amortization, net of tax             --       10,959        9,930
                                                ----------   ----------   ----------
Adjusted net income                             $   73,069   $  115,022   $   23,066

Adjusted net income per share:
               Basic                            $     0.90   $     1.42   $     0.29
               Diluted                          $     0.89   $     1.41   $     0.29

Weighted average shares outstanding:
               Basic                                80,974       80,813       79,325
               Diluted                              81,709       81,733       80,760


On at least an annual basis, we assess whether goodwill is impaired. Our annual
impairment tests are performed at the beginning of the 4th quarter of each year.
Our annual impairment test indicated no impairment. If we determine that
goodwill is impaired, we measure that impairment based on the amount by which
the book value of goodwill exceeds its implied fair value. The implied fair
value of goodwill is determined by deducting the fair value of a reporting
unit's identifiable assets and liabilities from the fair value of that reporting
unit as a whole. Additional impairment assessments may be performed on an
interim basis if we encounter events or changes in circumstances that would
indicate that, more likely than not, the carrying amount of goodwill has been
impaired. Fair value of the reporting units is determined based on internal
management estimates.

Foreign Currency

The functional currency for our Canadian, United Kingdom, Norwegian, German,
Netherlands and Australian operations is the local currency. The cumulative
effects of translating the balance sheet accounts from the functional currency
into the U.S. dollar at current exchange rates are included in accumulated other
comprehensive income. Revenues and expenses are translated at average exchange
rates in effect during the period. The U.S. dollar is used as the functional
currency for the Singapore and Venezuelan operations. Accordingly, financial
statements of these foreign subsidiaries are remeasured to U.S. dollars for
consolidation purposes using current rates of exchange for monetary assets and
liabilities and historical rates of exchange for nonmonetary assets and related
elements of expense. Revenue and other expense elements are remeasured at rates
that approximate the rates in effect on the transaction dates. For all
operations, gains or losses from remeasuring foreign currency transactions into
the functional currency are included in income. Foreign currency transactions
losses/(gains) were $0.3 million, $0.6 million and $(1.4) million for the years
ending December 31, 2002, December 31, 2001 and December 31, 2000, respectively.

Revenue Recognition

Our products and services are generally sold based upon purchase orders or
contracts with the customer that include fixed or determinable prices and that
do not include right of return or other similar provisions or other significant
post delivery obligations. Except for the construction of large rig packages, we
record revenue at the time delivery has occurred, the customer has been provided
with all proper inspection and other required documentation, title and risk of
loss has passed to the customer and collectibility is reasonably assured.
Customer advances or deposits are deferred and recognized as revenue when we
have completed all of our performance obligations related to the sale. We also
recognize revenue as services are performed and as rental charges are



                                       32



incurred. The amounts billed for shipping and handling costs are included in
revenue and related costs are included in costs of sales.

Revenues for the construction of large rig packages are reported on the
percentage of completion method of accounting. Revenues and gross profit are
recognized as work is performed based upon the relationship between actual costs
incurred and total expected costs at completion. All known or anticipated losses
on contracts are provided for immediately in earnings.

Income Taxes

The liability method is used to account for income taxes. Deferred tax assets
and liabilities are determined based on differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. Valuation allowances are established when necessary to reduce deferred
tax assets to amounts which are more likely than not to be realized.

Concentration of Credit Risk

We grant credit to our customers, which operate primarily in the oil and gas
industry. We perform periodic credit evaluations of our customers' financial
condition and generally do not require collateral, but may require letters of
credit for certain international sales. We maintain an allowance for doubtful
accounts for accounts receivables by providing for specifically identified
accounts where collectibility is doubtful and an additional allowance based on
the aging of the receivables compared to past experience and current trends.
Accounts receivable are net of allowances for doubtful accounts of approximately
$12.6 million and $9.1 million at December 31, 2002 and December 31, 2001,
respectively.

Stock-Based Compensation

We use the intrinsic value method in accounting for our stock-based employee
compensation plans.

Environmental Liabilities

When environmental assessments or remediations are probable and the costs can be
reasonably estimated, remediation liabilities are recorded on an undiscounted
basis and are adjusted as further information develops or circumstances change.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect reported and contingent amounts of assets and
liabilities as of the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Recently Issued Accounting Standards

The Financial Accounting Standards Board issued Statement on Financial
Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations", which sets forth the accounting and reporting to be followed for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs and SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", addresses disposal activities and
termination costs in exiting an activity. These pronouncements are generally
effective January 1, 2003. The Company believes the adoption of these new
accounting pronouncements will not have a significant impact on its results of
operations or financial position.



                                       33

Net Income Per Share

The following table sets forth the computation of weighted average basic and
diluted shares outstanding (in thousands):



                                           YEAR ENDED DECEMBER 31,
                                         ----------------------------
                                          2002       2001       2000
                                         ------     ------     ------
                                                      
Denominator for basic earnings per
 share - weighted average                80,974     80,813     79,325

Effect of dilutive securities:
 Employee stock options                     735        920      1,435
                                         ------     ------     ------

Denominator for diluted earnings per
 share - adjusted weighted average
 shares and assumed conversions          81,709     81,733     80,760
                                         ======     ======     ======


2. ACQUISITIONS

Year 2002

On December 18, 2002, we completed a cash tender offer for 92% of the common
shares of Hydralift ASA, a Norwegian based company specializing in the offshore
drilling equipment industry. By December 31, 2002, we had substantially
completed the acquisition of the remaining shares for a total purchase price,
including the assumption of debt, of approximately $300 million. The results of
Hydralift's operations have been included in our income statement since the
acquisition date.

As a result of this acquisition, we strengthened our position in the offshore
drilling market and gained access to new product lines that complement our
existing product offerings. The combination of our product offerings will open
new markets to us, particularly within the FPSO (floating production storage and
offloading) market.


                                       34


The purchase price will be allocated to the assets acquired and liabilities
assumed based on their relative fair values. A preliminary allocation of the
purchase price follows (in thousands):


                                           
Assets acquired:

     Cash                                     $ 47,387
     Other current assets                      138,709
     Fixed assets                               28,626
     Other                                      24,920
     Goodwill and other intangible assets      221,073
                                              --------
                                               460,715
Liabilities assumed:

     Current liabilities                        95,223
     Debt obligations                           93,101
     Other                                      27,390
                                              --------
                                               215,714

Net assets acquired                           $245,001
                                              ========


The final allocation of the purchase price will be based upon independent
appraisals and other valuations and may reflect other actions including product
line rationalizations or other actions. All of the goodwill from this
acquisition will be allocated to the Products and Technology segment and will be
fully deductible for tax purposes.

The following unaudited pro forma information assumes the acquisition of
Hydralift had occurred as of the beginning of each year shown (in thousands):



                         2002           2001
                      ----------     ----------
                               
Revenues              $1,862,372     $2,003,995
Net income                87,148        116,718
Per diluted share     $     1.07     $     1.43


Adjustments made to derive the pro forma data relate principally to acquisition
financing. These results are not necessarily indicative of what actually would
have occurred if the acquisition had happened as of the beginning of 2002 or
2001 nor are they indicative of future results. The estimated effects of cost
reductions arising from the acquisition of Hydralift have been excluded.

In January 2002, we also completed the acquisition of the assets and business of
HAL Oilfield Pump & Equipment Company for approximately $16 million. This
business, which designs, manufactures and distributes centrifugal pumps, pump
packages and expendable parts, is complementary to our Mission pump product
line. Goodwill related to this acquisition was approximately $10 million and is
fully deductible for tax purposes.

During 2002 we also acquired two other businesses for approximately $1.2 million
in cash.


                                       35


Year 2001

In 2001, we acquired nine companies for an aggregate of $51 million in cash.
Individual purchase prices ranged from $0.6 million to $16.5 million. Each of
these acquisitions enhanced or expanded our market position within each of our
segments. Five of these acquisitions related to our Products and Technology
segment, including Integrated Power Systems, Maritime Hydraulics (Canada) Ltd.,
Tech Power Controls Company, Houston Scientific International, Inc. and Rigquip
UK business and related assets. The remaining acquisitions, including Demij (a
Netherlands distribution company), Rye Supply Company, Inc., Texas Oil Works
Supply, Inc. and Well-Serv, Inc. related to our Distribution segment. Aggregate
goodwill relating to these acquisitions was $30 million and approximately half
of this amount is deductible for tax purposes.

Year 2000

In February 2000, the merger with Hitec ASA was completed for approximately $158
million as we issued 7.9 million shares of common stock. This transaction was
accounted for as a purchase effective February 1, 2000 and generated goodwill of
approximately $150 million.

In June 2000, IRI International Corporation was merged with the Company and
accounted for as a pooling-of-interests. We issued 13.5 million shares of common
stock valued at approximately $447 million.

During 2000 we also acquired four other businesses for approximately $48 million
in cash. The purchase method of accounting was used to account for these
acquisitions and generated approximately $9 million in goodwill.

Subsequent Events

On January 2, 2003, we acquired LSI, a Houston, Texas based distributor of
specialty electrical products, for approximately $13 million. This transaction
generated approximately $6 million in goodwill and is complementary to our
distribution services business.

On January 16, 2003 we acquired the Mono pumping products business from
Halliburton Energy Services for approximately $89 million, consisting of $22.7
million in cash and 3.2 million shares of our common stock. This transaction,
which consisted of purchasing all the outstanding stock of Monoflo, Inc. in the
United States and Mono Group in the United Kingdom, generated approximately $46
million in goodwill.

3. INVENTORIES

       Inventories consist of (in thousands):



                                        DECEMBER 31,  DECEMBER 31,
                                            2002         2001
                                        ------------  ------------
                                                
Raw materials and supplies                $ 60,699     $ 39,272
Work in process                            109,924      101,376
Finished goods and purchased products      299,465      315,286
                                          --------     --------

                      Total               $470,088     $455,934
                                          ========     ========




                                       36


4. PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consists of (in thousands):



                                        ESTIMATED    DECEMBER 31,   DECEMBER 31,
                                      USEFUL LIVES      2002            2001
                                      ------------   ------------   ------------
                                                           
Land and improvements                  2-20 Years     $  11,927      $   9,557
Buildings and improvements             5-31 Years        74,610         53,268
Machinery and equipment                5-12 Years       111,652         89,268
Computer and office equipment          3-10 Years        92,794         73,322
Rental equipment                        1-7 Years        77,328         63,971
                                                      ---------      ---------
                                                        368,311        289,386
     Less accumulated depreciation                     (159,891)      (120,435)
                                                      ---------      ---------
                                                      $ 208,420      $ 168,951
                                                      =========      =========


5. LONG-TERM DEBT

       Long-term debt consists of (in thousands):



                            DECEMBER 31,  DECEMBER 31,
                                2002         2001
                            ------------  ------------
                                    
Credit facilities             $ 94,637     $ 10,213
6.875% senior notes            150,000      150,000
6.50% senior notes             150,000      150,000
5.65% senior notes             200,000           --
                              --------     --------
                               594,637      310,213
     Less current portion           --       10,213
                              --------     --------
                              $594,637     $300,000
                              ========     ========


In November 2002, we sold $200 million of 5.65 % unsecured senior notes due
November 15, 2012. Proceeds were used to acquire Hydralift ASA. Interest is
payable on May 15 and November 15 of each year. In March 2001, we sold $150
million of 6.50 % unsecured senior notes due March 15, 2011, with interest
payable on March 15 and September 15 of each year. In June 1998, we sold $150
million of 6.875 % unsecured senior notes due July 1, 2005, with interest
payments due annually on January 1 and July 1.

On July 30, 2002, we replaced the existing credit facility with a new three-year
unsecured $175 million revolving credit facility. This facility is available for
acquisitions and general corporate purposes and provides up to $50 million for
letters of credit, of which $22.0 million were outstanding at December 31, 2002.
Interest is based upon prime or Libor plus 0.5% subject to a ratings based grid.
In securing this new credit facility, we incurred approximately $0.9 million in
fees which will be amortized to expense over the term of the facility.

The senior notes contain reporting covenants and the credit facility contains
financial covenants and ratios regarding maximum debt to capital and minimum
interest coverage. We were in compliance with all covenants governing these
facilities at December 31, 2002.

We also have additional credit facilities totaling $223 million that are used
primarily for acquisitions, general corporate purposes and letters of credit.
Recently acquired Hydralift ASA


                                       37


represents $152 million of these facilities. These multi-currency Hydralift
committed facilities are secured by a guarantee, contain financial covenants and
expire in 2006. These instruments carry interest at a pre-agreed upon percentage
point spread from either the prime interest rate or NIBOR. Borrowings against
these additional credit facilities totaled $93 million at December 31, 2002 and
an additional $39 million had been used for letters of credit and guarantees.

6. PENSION PLANS

National Oilwell and its consolidated subsidiaries have pension plans covering
substantially all of its employees. Defined-contribution pension plans cover
most of the U.S. and Canadian employees and are based on years of service, a
percentage of current earnings and matching of employee contributions. For the
years ended December 31, 2002, 2001 and 2000, pension expense for
defined-contribution plans was $9.1 million, $6.0 million and $4.2 million, and
all funding is current.

Certain retired or terminated employees of predecessor or acquired companies
also participate in defined benefit plans in the United States which have been
retained by National Oilwell subsidiaries but which no longer accrue benefits.
Active employees are ineligible to participate in any of these defined benefit
plans. Our subsidiaries in the United Kingdom have a defined benefit pension
plan whose participants are primarily retired and terminated employees who are
no longer accruing benefits. In addition, approximately 160 U.S. retirees and
spouses participate in defined benefit health care plans of predecessor or
acquired companies that provide postretirement medical and life insurance
benefits. Pension assets are principally invested in a fixed income bond fund,
equity securities, United Kingdom government securities and cash deposits.


                                       38


The change in benefit obligation, plan assets and the funded status of the
defined pension plans in the United States and the United Kingdom, and defined
postretirement plans in the United States, follows:



                                                      Pension benefits         Postretirement benefits
                                                   ----------------------      -----------------------
               At year end                           2002          2001          2002          2001
             --------------                        --------      --------      --------      ---------
             (in thousands)
                                                                                 
Benefit obligation at beginning of year            $ 49,605      $ 46,511      $  7,416      $  3,107
  Service cost                                          274           173            40            21
  Interest cost                                       3,336         3,457           552           506
  Actuarial (gain) loss                              10,973         1,272         1,094         4,079
  Benefits paid                                      (2,996)       (2,186)         (645)         (503)
  Retiree contributions                                 161            99            32            --
  Other                                               3,357           279            --           206
                                                   --------      --------      --------      --------
BENEFIT OBLIGATION AT END OF YEAR                  $ 64,710      $ 49,605      $  8,489      $  7,416
                                                   --------      --------      --------      --------

Fair value of plan assets at beginning of year     $ 51,211      $ 60,062      $     --      $     --
  Actual return                                      (9,335)       (7,715)           --            --
  Benefits paid                                      (2,996)       (2,186)         (645)         (503)
  Contributions                                       1,621           450           645           503
  Other                                               4,174           600            --            --
                                                   --------      --------      --------      --------
FAIR VALUE OF PLAN ASSETS AT END OF YEAR           $ 44,675      $ 51,211            --            --
                                                   --------      --------      --------      --------

  Funded status                                    $(20,035)     $  1,606        (8,489)       (7,416)
  Unrecognized actuarial net loss/ (gain)            31,815         7,662         4,270         3,389
  Prior service costs not yet recognized                281           303           213           257
  Minimum pension liability                         (19,698)           --            --            --
  Other                                             (10,543)       (9,223)
                                                   --------      --------      --------      --------
PREPAID (ACCRUED) BENEFIT COST                     $(18,180)     $    348        (4,006)       (3,770)
                                                   --------      --------      --------      --------



                                       39



Significant assumptions used for the plans follow:



                                               Pension benefits          Postretirement benefits
                                           ------------------------      -----------------------
            For the year                   2002      2001      2000      2002     2001     2000
            ------------                   ----      ----      ----      ----     ----     -----
                                                                         
Weighted average assumptions:
     Discount rate                          5.8%      6.5%      7.5%      6.5%     6.9%     7.6%
     Expected long-term rate of return      6.3%      7.0%      8.0%      n/a      n/a      n/a
     Rate of compensation increase          4.0%     4.25%      5.0%      n/a      n/a      n/a


A 17% annual rate of increase in the per capita cost of covered health care
benefits was assumed for 2003, decreasing by approximately 3% points per year to
5.5% in 2007, with 5.5% increases per year thereafter.

Net periodic benefit cost (credit):



                                                                 Pension benefits                      Postretirement benefits
                                                       -----------------------------------       ---------------------------------
                For the year                             2002          2001          2000         2002         2001          2000
              --------------                           -------       -------       -------       -------      -------      -------
              (in thousands)
                                                                                                         
  Service cost - benefits earned during the period     $   422       $    --       $   108       $    40      $    21      $    16
  Interest cost on projected benefit obligation          3,313         1,194         1,186           552          506          232
  Expected return on plan assets                        (3,886)       (1,183)       (1,280)           --           --           --
  Net amortization and deferral                             74            46            (8)          257          178          (13)
                                                       -------       -------       -------       -------      -------      -------
NET PERIODIC BENEFIT COST (CREDIT)                     $   (77)      $    57       $     6       $   849      $   705      $   235
                                                       =======       =======       =======       =======      =======      =======


Assumed health care cost trend rates have a significant effect on the amounts
reported for the postretirement benefits. A one percentage point change in
assumed health care cost trend rates would have the following effects:



                                                                  1% Point Increase             1% Point Decrease
                                                                  -----------------             -----------------
                         (in thousands)
                                                                                          
Effect on total of service and interest cost components in 2002          $  47                     $ (40)

Effect on postretirement benefit obligation at year-end 2002             $ 770                     $(655)


In addition, our subsidiaries in Norway have defined benefit pension plans. The
pension plan assets are invested primarily in equity securities, overseas bonds,
real estate and cash deposits. At December 31, 2002, the plan assets at fair
market value and the projected benefit obligation were approximately $12.0
million.


                                       40



7. ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS)

      The components of other comprehensive loss are as follows (in thousands):



                                                     Cumulative                     Cumulative
                                    Change in        Currency                       Marketable
                                      Minimum       Translation      Interest       Securities
                                 Pension Liability   Adjustment    Rate Contract   Valuation Adj.      TOTAL
                                 -----------------  -----------    -------------   --------------     ---------
                                                                                       
Balance at December 31, 1999       $      --        $ (12,639)       $      --       $     716        $ (11,923)

Current period activity                               (10,684)                           1,136           (9,548)
Tax effect                                                                                (387)            (387)
                                   ---------        ---------        ---------       ---------        ---------
Balance at December 31, 2000              --          (23,323)              --           1,465          (21,858)

Current period activity                               (11,569)                          (2,191)         (13,760)
Tax effect                                                                                 745              745
                                   ---------        ---------        ---------       ---------        ---------
Balance at December 31, 2001              --          (34,892)              --              19          (34,873)
                                   ---------        ---------        ---------       ---------        ---------

Current period activity              (19,698)           2,474            1,363                          (15,861)
Tax effect                             6,750                              (477)                           6,273
                                   ---------        ---------        ---------       ---------        ---------
Balance at December 31, 2002       $ (12,948)       $ (32,418)       $     886       $      19        $ (44,461)
                                   =========        =========        =========       =========        =========


8. COMMITMENTS AND CONTINGENCIES

We lease land, buildings, storage facilities, vehicles, data processing
equipment and software under operating leases expiring in various years through
2012. Rent expense for the years ended December 31, 2002, 2001 and 2000 was
$21.2 million, $19.0 million and $12.6 million. Our minimum rental commitments
for operating leases at December 31, 2002 were as follows: 2003 - $17.7 million;
2004 - $13.8 million; 2005 - $9.9 million; 2006 - $6.8 million; 2007 - $5.8
million and subsequent to 2007 - $9.7 million.

We are involved in various claims, regulatory agency audits and pending or
threatened legal actions involving a variety of matters. The total liability on
these matters at December 31, 2002 cannot be determined; however, in our
opinion, any ultimate liability, to the extent not otherwise provided for,
should not materially affect our financial position, liquidity or results of
operations.

Our business is affected both directly and indirectly by governmental laws and
regulations relating to the oilfield service industry in general, as well as by
environmental and safety regulations that specifically apply to our business.
Although we have not incurred material costs in connection with our compliance
with such laws, there can be no assurance that other developments, such as
stricter environmental laws, regulations and enforcement policies thereunder
could not result in additional, presently unquantifiable costs or liabilities to
us.


                                       41

9. COMMON STOCK

National Oilwell has authorized 150 million shares of $.01 par value common
stock. We also have authorized 10 million shares of $.01 par value preferred
stock, none of which is issued or outstanding.

Under the terms of National Oilwell's Stock Award and Long-Term Incentive Plan,
as amended, 8.4 million shares of common stock are authorized for the grant of
options to officers, key employees, non-employee directors and other persons.
Options granted under our stock option plan generally vest over a three-year
period starting one year from the date of grant and expire five or ten years
from the date of grant. The purchase price of options granted may not be less
than the market price of National Oilwell common stock on the date of grant. At
December 31, 2002, approximately 4.2 million shares were available for future
grants.

We also have inactive stock option plans that were acquired in connection with
the acquisitions of Dreco Energy Services, Ltd. in 1997, and of Hitec ASA and
IRI International Corporation in 2000. We converted the outstanding stock
options under these plans to options to acquire our common stock and no further
options are being issued under these plans. Stock option information summarized
below includes amounts for the National Oilwell Stock Award and Long-Term
Incentive Plan and stock plans of acquired companies.

Options outstanding at December 31, 2002 under the stock option plans have
exercise prices between $5.62 and $40.50 per share, and expire at various dates
from February 19, 2003 to August 15, 2012.


The following summarizes options activity:



                                                                      YEARS ENDED DECEMBER 31,
                                 --------------------------------------------------------------------------------------------------
                                             2002                               2001                               2000
                                 ----------------------------       ----------------------------       ----------------------------
                                                    AVERAGE                            AVERAGE                            AVERAGE
                                  NUMBER OF         EXERCISE         NUMBER OF         EXERCISE        NUMBER OF          EXERCISE
                                   SHARES            PRICE            SHARES            PRICE            SHARES            PRICE
                                 ----------        ----------       ----------        ----------       ----------        ----------
                                                                                                       
Shares under option at            3,094,160        $    22.95        2,792,585        $    16.50        2,041,204        $    14.59
   beginning of year

Granted                             977,500             18.53          911,626             40.50          758,961             23.56
Options from acquisitions                --                --               --                --        1,006,342             10.52
Cancelled                          (133,465)            28.54         (218,086)            25.47          (86,425)            14.10
Exercised                          (147,699)            13.52         (391,965)            16.39         (927,497)            11.80
                                 ----------        ----------       ----------        ----------       ----------        ----------
Shares under option at            3,790,496        $    21.99        3,094,160        $    22.95        2,792,585        $    16.50
   end of year

Exercisable at end of year        2,119,692        $    18.71        1,474,833        $    15.68        1,097,327        $    13.73
                                 ==========        ==========       ==========        ==========       ==========        ==========



                                       42


The following summarizes information about stock options outstanding as of
December 31, 2002:



                                                   OPTIONS OUTSTANDING              OPTIONS EXERCISABLE
                          WEIGHTED-AVG.      -----------------------------   -------------------------------
      RANGE OF             REMAINING                         WEIGHTED-AVG.                     WEIGHTED-AVG.
   EXERCISE PRICE      CONTRACTUAL LIFE        SHARES       EXERCISE PRICE    SHARES          EXERCISE PRICE
   --------------      ----------------      ---------      --------------   ---------        --------------
                                                                               
  $ 5.62 to $10.52           2.98            1,131,451          $ 10.21      1,131,451            $ 10.21
  $11.45 to $21.70           8.57            1,049,425            18.21        111,925              15.56
  $22.56 to $40.50           6.55            1,609,620            32.73        876,316              30.10
                             ----            ---------          -------      ---------            -------
       Totals                6.04            3,790,496          $ 21.99      2,119,692            $ 18.71
                             ====            =========          =======      =========            =======


The weighted average fair value of options granted during 2002, 2001 and 2000
was approximately $8.95, $22.04, and $15.70 per share, respectively, as
determined using the Black-Scholes option-pricing model. Assuming that we had
accounted for our stock-based compensation using the alternative fair value
method of accounting under FAS No. 123 and amortized the fair value to expense
over the option's vesting period, our net income and net income per share would
have been (in thousands, except per share data):



                                                 YEAR ENDED DECEMBER 31,
                                    -----------------------------------------------
                                       2002              2001              2000
                                    -----------       -----------       -----------
                                                               
Net income:
     As reported                    $    73,069       $   104,063       $    13,136
     Pro forma                      $    63,926       $    94,227       $     5,584

Basic net income per share:
     As reported                    $      0.90       $      1.29       $      0.17
     Pro forma                             0.79              1.17              0.07

Diluted net income per share:
     As reported                    $      0.89       $      1.27       $      0.16
     Pro forma                             0.78              1.15              0.07


These pro forma results may not be indicative of future effects.

The assumptions used in the Black-Scholes option-pricing model were:



         ASSUMPTIONS              2002      2001      2000
----------------------------      ----      ----      ----
                                             
Risk-free interest rate            2.4%      6.3%      4.7%
Expected dividend                  --        --        --
Expected option life (years)        5         5         4
Expected volatility                54%       55%       94%


The Company evaluates annually the grant of options to eligible participants and
in February 2003, 977,500 options to purchase shares of common stock were
granted at an exercise price of $20.14, the fair value of the common stock at
the date of grant.


                                       43


10. INCOME TAXES

The domestic and foreign components of income before income taxes were as
follows (in thousands):



                       DECEMBER 31, 2002      DECEMBER 31, 2001    DECEMBER 31, 2000
                       -----------------      -----------------    -----------------
                                                          
Domestic                   $ 45,716              $101,700              $(10,555)
Foreign                      66,749                66,317                37,592
                           --------              --------              --------
                           $112,465              $168,017              $ 27,037
                           ========              ========              ========



    The components of the provision (benefit) for income taxes consisted of (in
thousands):



                    DECEMBER 31, 2002     DECEMBER 31, 2001       DECEMBER 31, 2000
                    -----------------     -----------------       -----------------
                                                         
Current:
    Federal               $ 11,315              $ 32,222               $  5,401
    State                      909                   581                    123
    Foreign                 15,726                23,304                 14,258
                          --------              --------               --------
                            27,950                56,107                 19,782
                          --------              --------               --------
Deferred:
    Federal                  4,888                 4,925                 (6,757)
    State                    1,144                   391                   (507)
    Foreign                  5,414                 2,531                  1,383
                          --------              --------               --------
                            11,446                 7,847                 (5,881)
                          --------              --------               --------
                          $ 39,396              $ 63,954               $ 13,901
                          ========              ========               ========


                                       44


     The difference between the effective tax rate reflected in the provision
     for income taxes and the U.S. federal statutory rate was as follows (in
     thousands):



                                                    DECEMBER 31, 2002      DECEMBER 31, 2001      DECEMBER 31, 2000
                                                    -----------------      -----------------      -----------------
                                                                                         
Federal income tax at statutory rate                    $ 39,363               $ 58,806               $  9,462
Foreign income tax rate differential                      (2,990)                 1,405                    781
State income tax, net of federal benefit                     556                    299                    336
Tax benefit of foreign sales income                       (1,580)                (1,575)                (1,492)
Nondeductible expenses                                     1,053                  2,423                  4,626
Foreign dividends net of FTCs                              1,176                 (1,967)                (1,046)
Net operating loss carryforwards                              --                  2,948                  1,744
Change in deferred tax valuation allowance                   400                  1,223                   (606)
Prior year taxes                                           1,126                     --                     --
Other                                                        292                    392                     96
                                                        --------               --------               --------
                                                        $ 39,396               $ 63,954               $ 13,901
                                                        ========               ========               ========


     Significant components of National Oilwell's deferred tax assets and
liabilities were as follows (in thousands):



                                                                     DECEMBER 31,          DECEMBER 31,
                                                                        2002                   2001
                                                                     ------------          ------------
                                                                                     
Deferred tax assets:
    Allowances and operating liabilities                              $ 29,047               $  9,408
    Net operating loss carryforwards                                    23,891                 16,107
    Foreign tax credit carryforwards                                    15,082                 13,580
    Capital loss carryforward                                            3,527                  3,527
    Other                                                               22,012                 20,378
                                                                      --------               --------
             Total deferred tax assets                                  93,559                 63,000
             Valuation allowance for deferred tax assets               (29,912)               (29,512)
                                                                      --------               --------
                                                                        63,647                 33,488
                                                                      --------               --------
Deferred tax liabilities:
    Tax over book depreciation                                          14,168                 10,366
    Operating and other assets                                          31,688                     --
    Other                                                                8,756                 10,014
                                                                      --------               --------
             Total deferred tax liabilities                             54,612                 20,380
                                                                      --------               --------
             Net deferred tax assets                                  $  9,035               $ 13,108
                                                                      ========               ========


In the United States, the Company has $12.0 million of net operating loss
carryforwards as of December 31, 2002, which expire at various dates through
2017. These operating losses were acquired primarily in the combination with
Dreco Energy Services, Ltd. and are associated with Dreco's US subsidiary. As a
result of share exchanges occurring since the date of the combination resulting
in a more than 50% aggregate change in the beneficial ownership of Dreco, the
availability of these loss carryforwards to reduce future United States federal
taxable income may have become subject to various limitations under Section 382
of the Internal Revenue Code of 1986, as amended. In addition, these net
operating losses can only be used to offset separate company taxable income of
Dreco's US subsidiary. Since the ultimate realization of these net operating
losses is uncertain, the related potential benefit of $4.2 million has been
recorded with a $2.8 million valuation allowance. Future income tax expense will
be reduced if the Company ultimately realizes the benefit of these net operating
losses.


                                       45


Also in the United States, the Company has $9.1 million of capital loss
carryforwards as of December 31, 2002, which expire at various dates through
2005. The related potential benefit of $3.5 million has been recorded with a
valuation allowance of $3.5 million. These capital losses are not available to
reduce future operating income but are expected to be realized as deductions
against future capital gains. The Company has $ 15.1 million of excess foreign
tax credits as of December 31, 2002, which expire at various dates through 2006.
These credits have been allotted a valuation allowance of $ 14.1 million and
would be realized as a reduction of future income tax expense.

Outside the United States, the company has $67.5 million of net operating loss
carryforwards as of December 31, 2002. Of this amount, $65.3 million will expire
at various dates through 2012 and $2.2 million is available indefinitely. The
related potential benefit available of $19.7 million has been recorded with a
valuation allowance of $9.6 million. If the Company ultimately realizes the
benefit of these net operating losses, $9.4 million would reduce goodwill and
other intangible assets and $10.3 million would reduce income tax expense.

The deferred tax valuation allowance increased $0.4 million for the period
ending December 31, 2002 and $1.2 million for the period ending December 31,
2001. These increases resulted primarily from the recognition of additional
excess foreign tax credits that may not be realized in the future.
National-Oilwell's deferred tax assets are expected to be realized principally
through future earnings.

Undistributed earnings of the Company's foreign subsidiaries amounted to $193.4
million and $149.2 million at December 31, 2002 and December 31, 2001,
respectively. Those earnings are considered to be permanently reinvested and no
provision for U.S. federal and state income taxes has been made. Distribution of
these earnings in the form of dividends or otherwise could result in either U.S.
federal taxes (subject to an adjustment for foreign tax credits) and withholding
taxes payable in various foreign countries. Determination of the amount of
unrecognized deferred U.S. income tax liability is not practical; however,
unrecognized foreign tax credit carryforwards would be available to reduce some
portion of the U.S. liability. Withholding taxes of approximately $23.4 million
would be payable upon remittance of all previously unremitted earnings at
December 31, 2002.

11. SPECIAL CHARGE

During 2000, we recorded a special charge, net of a $0.4 million credit from
previous special charges, of $14.1 million ($11.0 million after tax, or $0.14
per share) related to the merger with IRI International. Components of the
charge were (in millions):


                                   
Direct transaction costs              $ 6.6
Severance                               6.4
Facility closures                       1.5
                                      -----
                                       14.5
Prior year reversal                    (0.4)
                                      -----
                                      $14.1
                                      -----


The cash and non-cash elements of the charge approximated $13 million and $1.1
million, respectively. All direct cash outlays have been spent. Facility closure
costs consisted of lease cancellation costs and impairment of a closed
manufacturing facility that is classified with "Property held for sale" on our
balance sheet. All of this charge is applicable to the Products and Technology
business segment.


                                       46


12. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

National Oilwell's operations consist of two segments: Products and Technology
and Distribution Services. The Products and Technology segment designs and
manufactures a variety of oilfield equipment for use in oil and gas drilling,
completion and production activities. The Distribution Services segment
distributes an extensive line of oilfield supplies and equipment. Intersegment
sales and transfers are accounted for at commercial prices and are eliminated in
consolidation. The accounting policies of the reportable segments are the same
as those described in the summary of significant accounting policies of the
Company. The Company evaluates performance of each reportable segment based upon
its operating income, excluding non-recurring items.

No single customer accounted for 10% or more of consolidated revenues during the
three years ended December 31, 2002.

                                       47


Summarized financial information is as follows (in thousands):

Business Segments



                                        PRODUCTS AND             DISTRIBUTION          CORPORATE/
                                         TECHNOLOGY                 SERVICES          ELIMINATIONS                  TOTAL
                                        ------------             ------------         ------------                ----------
                                                                                                      
DECEMBER 31, 2002
Revenues from:
    Unaffiliated customers               $  837,750               $  684,196            $       --                $1,521,946
    Intersegment sales                       79,500                    1,978               (81,478)                       --
                                         ----------               ----------            ----------                ----------
        Total revenues                      917,250                  686,174               (81,478)                1,521,946
Operating income (loss)                     127,011                   18,083               (10,771)                  134,323
Capital expenditures                         19,849                    3,612                 1,344                    24,805
Depreciation and amortization                19,340                    4,883                   825                    25,048
Goodwill                                    560,235                   16,457                 4,884                   581,576
Identifiable assets                       1,640,171                  266,663                61,828                 1,968,662

DECEMBER 31, 2001
Revenues from:
    Unaffiliated customers               $1,041,614               $  705,817            $       24                $1,747,455
    Intersegment sales                       79,305                    2,001               (81,306)                       --
                                         ----------               ----------            ----------                ----------
        Total revenues                    1,120,919                  707,818               (81,282)                1,747,455
Operating income (loss)                     171,013                   28,473               (10,209)                  189,277
Capital expenditures                         22,170                    4,066                 1,122                    27,358
Depreciation and amortization                31,882                    6,428                   563                    38,873
Goodwill                                    332,121                   15,089                 4,884                   352,094
Identifiable assets                       1,178,118                  260,212                33,366                 1,471,696

DECEMBER 31, 2000
Revenues from:
    Unaffiliated customers               $  629,967               $  519,911            $       42                $1,149,920
    Intersegment sales                       53,500                    1,362               (54,862)                       --
                                         ----------               ----------            ----------                ----------
        Total revenues                      683,467                  521,273               (54,820)                1,149,920
Operating income (loss)                      60,992(2)                12,884               (25,420)(1)                48,456(1)(2)
Capital expenditures                         14,960                    7,387                 2,214                    24,561
Depreciation and amortization                28,712                    5,985                   337                    35,034
Goodwill                                    313,468                   10,843                 5,029                   329,340
Identifiable assets                       1,001,391                  223,973                53,530                 1,278,894


(1)  Includes a special charge of $14,082 for 2000 related to the merger with
     IRI.

(2)  Includes $15,684 of inventory write-offs related to the merger with IRI.


                                       48


Geographic Areas:



                                 UNITED                                       UNITED
                                 STATES        CANADA          NORWAY         KINGDOM       OTHER        ELIMINATIONS       TOTAL
                               ----------     ----------     ----------     ----------     ----------    ------------     ----------
                                                                                                     
 DECEMBER 31, 2002

Revenues from:
    Unaffiliated customers     $1,054,956     $  254,361     $   86,169     $   44,733     $   81,727     $       --      $1,521,946
    Interarea sales               108,191         59,370         18,561          7,393          1,199       (194,714)             --
                               ----------     ----------     ----------     ----------     ----------     ----------      ----------
        Total revenues          1,163,147        313,731        104,730         52,126         82,926       (194,714)      1,521,946
Long-lived assets                 618,501        423,029        787,505         48,525         91,102             --       1,968,662

 DECEMBER 31, 2001

Revenues from:
    Unaffiliated customers     $1,280,598     $  337,447     $   38,171     $   42,978     $   48,261     $       --      $1,747,455
    Interarea sales               129,525         45,890         11,591          7,421            445       (194,872)             --
                               ----------     ----------     ----------     ----------     ----------     ----------      ----------
        Total revenues          1,410,123        383,337         49,762         50,399         48,706       (194,872)      1,747,455
Long-lived assets                 768,160        379,976        223,747         49,750         50,063             --       1,471,696

 DECEMBER 31, 2000

Revenues from:
    Unaffiliated customers     $  799,415     $  239,940     $   31,961     $   48,050     $   30,554     $       --      $1,149,920
    Interarea sales                43,521         28,302          3,786          4,796            737        (81,142)             --
                               ----------     ----------     ----------     ----------     ----------     ----------      ----------
        Total revenues            842,936        268,242         35,747         52,846         31,291        (81,142)      1,149,920
Long-lived assets                 646,210        338,319        216,866         44,633         32,866             --       1,278,894


13. QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly results were as follows (in thousands, except per share
data):



                                 1ST QUARTER    2ND QUARTER    3RD QUARTER    4TH QUARTER       TOTAL
                                 -----------    -----------    -----------    -----------    ----------
                                                                              
YEAR ENDED DECEMBER 31, 2002
Revenues                         $  388,986     $  372,390     $  366,929     $  393,641     $1,521,946
Gross Profit                         93,045         87,404         88,533         92,882        361,864(1)
Income before taxes                  33,102         26,501         27,743         25,119        112,465
Net income                           21,185         16,961         17,756         17,167         73,069

Net income per basic share             0.26           0.21           0.22           0.21           0.90
Net income per diluted share           0.26           0.21           0.22           0.21           0.89

YEAR ENDED DECEMBER 31, 2001
Revenues                         $  360,272     $  434,628     $  486,812     $  465,743     $1,747,455
Gross Profit                         91,173        103,494        119,905        113,262        427,834(1)
Income before taxes                  34,640         40,805         47,369         45,203        168,017
Net income                           21,478         25,299         28,938         28,348        104,063

Net income per basic share             0.27           0.31           0.36           0.35           1.29
Net income per diluted share           0.26           0.31           0.36           0.35           1.27



                                       49


                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
National-Oilwell, Inc.

We have audited the consolidated financial statements of National-Oilwell, Inc.
as of December 31, 2002 and 2001, and for each of the three years in the period
ended December 31, 2002, and have issued our report thereon dated February 18,
2003 (included elsewhere in this Form 10-K/A). Our audits also included the
financial statement schedule listed in the index at item 15a of this Form
10-K/A. This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

                                           /s/ ERNST & YOUNG LLP

Houston, Texas
February 18, 2003


                                       50


                                                                     SCHEDULE II

                             NATIONAL-OILWELL, INC.

                        VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000



                                                                   ADDITIONS
                                                                  (DEDUCTIONS)
                                                       BALANCE     CHARGED TO         CHARGE         BALANCE
                                                      BEGINNING     COSTS AND        OFFS AND         END OF
                                                       OF YEAR      EXPENSES          OTHER            YEAR
                                                      ---------   ------------       --------        --------
                                                                         (IN THOUSANDS)
                                                                                         
Allowance for doubtful accounts:
         2002                                         $  9,094       $  3,606        $   (124)       $ 12,576
         2001                                            5,885          3,897            (688)          9,094
         2000                                            8,986          1,589          (4,690)          5,885

Allowance for excess and obsolete
inventory reserves:
         2002                                         $ 49,084       $  1,672        $ (1,364)       $ 49,392
         2001                                           53,283            807          (5,006)         49,084
         2000                                           39,355         16,814          (2,886)         53,283

Valuation allowance for deferred tax assets:
         2002                                         $ 29,512       $    400        $     --        $ 29,912
         2001                                           28,289          1,223              --          29,512
         2000                                           19,228           (606)          9,667          28,289



                                       51


                                INDEX TO EXHIBITS



EXHIBIT
NUMBER        DESCRIPTION
-------       -----------
           
2.1           Combination Agreement between National-Oilwell, Inc. and Hydralift
              ASA regarding the transaction announced October 11, 2002 (Exhibit
              2.1) (5).

3.1           Amended and Restated Certificate of Incorporation of
              National-Oilwell, Inc. (Exhibit 3.1) (1).

3.2           By-laws of National-Oilwell, Inc. Filed as an exhibit to the
              Annual Report on Form 10-K, filed March 7, 2003.

10.1          Employment Agreement dated as of January 1, 2002 between Merrill
              A. Miller, Jr. and National Oilwell, with a similar agreement with
              Steven W. Krablin (Exhibit 10.1) (2).

10.2          Employment Agreement dated as of January 1, 2002 between Dwight W.
              Rettig and National Oilwell, with similar agreements with Robert
              L. Bloom, Kevin Neveu, Mark A. Reese and Robert R. Workman
              (Exhibit 10.2) (2).

10.3          Employment Agreement dated as of June 28, 2000 between Gary W.
              Stratulate and IRI International, Inc., which has now merged into
              National Oilwell (Exhibit 10.3) (2).

10.4          Amended and Restated Stock Award and Long-Term Incentive Plan
              (Exhibit 10.1) (3)*.

10.5          Loan Agreement dated July 30, 2002 (Exhibit 10.2) (3).

10.6          Employment Agreement dated as of March 1, 2000 between Jon Gjedebo
              and a National Oilwell subsidiary (Exhibit 10.8) (4).

10.7          Non-competition Agreement dated as of June 28, 2000 between
              Hushang Ansary and National Oilwell (Exhibit 10.9) (4).

21.1          Subsidiaries of the Company. Filed as an exhibit to the Annual
              Report on Form 10-K, filed March 7, 2003.

23.1          Consent of Ernst & Young LLP

24.1          Power of Attorney (included on signature page hereto). Filed as an
              exhibit to the Annual Report on Form 10-K, filed March 7, 2003.


99.1          Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002.



99.2          Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002.




----------

*        Compensatory plan or arrangement for management or others

(1)      Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on
         August 11, 2000.

(2)      Filed as an Exhibit to our Annual Report on Form 10-K filed on March
         28, 2002.

(3)      Filed as an Exhibit to our Quarterly Report on Form 10-Q filed on
         November 12, 2002.

(4)      Filed as an Exhibit to our Annual Report on Form 10-K filed on March 1,
         2001.

(5)      Filed as an Exhibit to our Current Report on Form 8-K filed on November
         14, 2002.