SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

        May 25, 2010  Mr. Merrill A. Miller, Jr. Chief Executive Officer National Oilwell Varco, Inc. 7909 Parkwood Drive Houston, TX 77036
 Re: National Oilwell Varco, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 26, 2010 Proxy Statement on Schedule 14A Filed April 1, 2010 File No. 1-12317
  Dear Mr. Miller:
We have reviewed the above filings  and have the following comments.  Please
provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 General

 1. We direct your attention to Item 601(b)(10) of Regulation S-K.  Please confirm that all material contracts ha ve been filed.  We note, in particular, that it does not
appear that you have filed the agreemen ts with your customer from whom you
derive 10 percent or more of your total revenue.  If you do not believe that such
contracts fall within the purview of  Item 601(b)(10), please explain why.
 2. We note you had one customer in 2009 from which you derived more than 10% of your total revenue.  Please expand your di sclosure to provide the name of this

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc. May 25, 2010 Page 2
major customer, or tell us why you believe this disclosure is not required.  See
Item 101(c)(1)(vii) of Regulation S-K.
 3. In light of recent events in the Gulf of  Mexico, please review your disclosure to
ensure that you have disc losed all material informa tion regarding your potential
liability in the event that your employees or any of your products are involved in
an event that leads to property damage, personal injury, death or the discharge of
hazardous materials into the environment.   For example, and without limitation,
please address the following:

• Disclose your insurance coverage with respect to any liability related to any such event.  Such disclosure should a ddress the types of claims covered, and
the applicable policy limits and dedu ctibles.  For example, and without
limitation, you should expand your disc losure regarding your insurance
coverage for potential en vironmental liabilities.

• Disclose the material terms of your re lated indemnification obligations and
those of your customers, if applicable .  For example, we note your statement
at page 22 regarding your contractual agreement to indemnify your customers
in the normal course of business.

Such disclosure should be set forth in th e “Business” section of your annual report
and in the “Risk Factors” section, as app licable.  Please provide a sample of your
proposed disclosure for our review.  In responding to this comment, please
consider all your products and services, not just those involved in offshore
operations.
 Definitive Proxy Statement on Schedule 14A filed on April 1, 2010

 Board Role in Risk Oversight, page 20

 4. We note your disclosure that the respons ibilities of the compensation committee
allow the committee to work with you to make sure that compensation does not
pose undue risks to you.  Please describe the process you undertook to reach the
conclusion that disclosure under Item 402( s) of Regulation S-K is not necessary.
 Competitive Positioning, page 28

  5. We note your disclosure that your co mpensation committee’s February 2009
review of its compensation program for its  senior executives was “consistent with
its practice in prior years.”  Please revise your disclosure to provide all material information regarding the February 2 009 review.  For example, and without
limitation, please disclose the material differences in such review from the January 2008 review that you describe in  your filing.  For example, and without
limitation, it would appear that Grant Pr ideco, Inc. would no longer be part of
your designated peer group in February 2009.

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc. May 25, 2010 Page 3   Annual Incentive Award, page 30

 6. Please clarify how the capital employed m odifier affected bonus payments made
for 2009 performance.
 7. We note that you have not disclosed th e operating profit and capital employed
targets applicable to the awards made under your annual incentive plan for 2009 performance.  We also note your statemen ts regarding the difficulty of achieving
each of the relevant thresholds with respect  to your target operating profit.  Please
provide similar disclosure regarding your capital employed target, and revise your disclosure to provide support for the level of difficulty th at you assert with respect
to each target, such as a discussion of th e correlation between historical and future
achievement of the relevant performance metric.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Merrill A. Miller, Jr.
National Oilwell Varco, Inc. May 25, 2010 Page 4
 Please contact Douglas Brown at (202) 551-3265, or, in his absence, Laura
Nicholson at (202) 551-3584 w ith any other questions.
        S i n c e r e l y ,
H. Roger Schwall Assistant Director