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: February 12, 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 5. OTHER EVENTS.

On February 12, 2003, National-Oilwell, Inc. issued a press release announcing
its financial results for the fourth quarter and full year ended December 31,
2002. The press release is filed as Exhibit 99.1 to this Current Report on Form
8-K, and the contents of such Exhibit are incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENT AND EXHIBITS

99.1 Press Release dated February 12, 2003.


                                    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:  February 12, 2003              /s/ Steven W. Krablin
                                      ------------------------------------------
                                      Steven W. Krablin
                                      Vice President and Chief Financial Officer






                                  EXHIBIT INDEX



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

99.1                 Press Release dated February 12, 2003.