SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                          Date of Report: July 25, 2003
                        (Date of earliest event reported)

                             NATIONAL-OILWELL, INC.

             (Exact name of registrant as specified in its charter)

                                FILE NO. 1-12317
                            (Commission File Number)


        DELAWARE                                            76-0475815
(State of incorporation)                                 (I.R.S. Employer
                                                      Identification Number)

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

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

ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS

(a)      Financial statements of business acquired

         Not applicable

(b)      Pro forma financial information

         Not applicable

(c)      Exhibits

         99.1     Press Release dated July 25, 2003.


ITEM 9.  REGULATION FD DISCLOSURE

The following information is being furnished pursuant to Item 12 "Disclosure of
Results of Operations and Financial Condition," and is included under this Item
9 in accordance with the procedure guidance in SEC Release No. 33-8216.

A copy of the press release dated July 25, 2003 announcing the Registrant's
results for the three months ended June 30, 2003 is attached as Exhibit 99.1 to
this Current Report on Form 8-K.



                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      NATIONAL-OILWELL, INC.



Date: July 25, 2003                   /s/ Steven W. Krablin
                                      ------------------------------------------
                                      Steven W. Krablin
                                      Vice President and Chief Financial Officer

                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION
-----------             -----------

99.1                    Press Release dated July 25, 2003.