SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

June 2 5, 2014

Via Facsimile
Jeremy D. Thigpen
Senior Vice President  and Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, TX 77036

 Re: National Oilwell Varco , Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 14, 2014
  File No. 1-12317

Dear Mr. Thigpen :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with i nformation so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Risk Factors, page 21
There are risks associated with our presence in in ternational markets, page 23
General

1. In your letters to us dated May 23, 2011 and June 23, 2011, you discussed contacts with
Syria, Sudan and Cuba.  We are aware of a third party environmental website which lists
National Oilwell Varco among drilling flui ds companies in Sudan, and we are aware of
recent news articles reporting that two rigs located offshore Cuba include your blowout
preventers.  Syria, Sudan and Cuba are designated by the State Department as state
sponsors of terrorism, and are subject to U .S. economic sanctions and export controls.
We note that your Form 10 -K does not include disclosure about contacts with these
countries except for the information on page 91  regarding federal investigations of
Robbins &  Myers.  We also note that you do not identify the countries involved in the

Jeremy D. Thigpen
National Oilwell Varco, Inc.
June 25 , 2014
Page 2

 Office of Foreign Assets and Control’s investigation of Ameron International
Corporation.

Please describe to us the nature and extent of your past, current, and anticipated con tacts
with Syria, Sudan and Cuba since your 2011 letters, including through subsidiaries,
affiliates, distributors, resellers, customers, joint venture partners, or other direct or
indirect arrangements.  In this regard, we note disclosure in your Form 10 -K about
Samsung Heavy Industries and Schlumberger . Each of these companies is reported to
have contacts with Syria, Sudan, and/or Cuba.  Your response should describe any
products, equipment, components, technology or services you have provided to the
referenced countries, and any agreements, commercial arrangements, or other contacts
with the governments of those countries or entities controlled by those governments.

2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, asset s, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impac t of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies tha t do business with
U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria, Sudan a nd Cuba.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written state ment 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 act ion 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.

Jeremy D. Thigpen
National Oilwell Varco, Inc.
June 25 , 2014
Page 3

 Please contact Jennifer Hardy, Special Counsel,  at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Bly e

                  Cecilia Blye, Chief
                  Office of Global Security Ris k

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance