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: October 28, 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 28, 2003 National-Oilwell, Inc. issued a press release containing
earnings information for the three months ended September 30, 2003. A copy of
the press release is furnished as Exhibit 99.1 hereto and is incorporated herein
by reference.



                                    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: October 28, 2003                /s/ Steven W. Krablin
                                      ------------------------------------------
                                      Steven W. Krablin
                                      Vice President and Chief Financial Officer








                                  EXHIBIT INDEX




EXHIBIT NO.                DESCRIPTION
-----------                -----------
                        
99.1                       Press Release dated October 28, 2003.