SecProbe.io

Mail Stop 4628
October 5 , 2016

Via Email
Jose A. Bayardo
Chief Financial Officer
National Oilwell Varco, Inc.
7909 Parkwood Circle Drive
Houston, Texas  77036

Re: National Oilwell  Varco, Inc.
 Form 10 -K for Fiscal Year Ended
December 31, 2015
 Response Dated August 2, 2016
File No. 1-12317

Dear Mr. Bayardo :

We have reviewed  your August 2, 2016  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 19,
2016  letter .

Form 10 -K for  Fiscal Year Ended December 31, 2015

Critical Accounting Policies, page 52

Goodwill and Other Indefinite -Lived Intangible Assets, page 54

1. Based on your response to our prior comment number  4, we understand that you have
concluded that the fair values of your Rig Offshore, Dynamic Drilling Solutions, Process
and Flow Technologies and Fiberglass reporting units are substantially in excess of their
carrying values and that the reporting units are therefore not at risk of failing step one of
a goodwill impairment test.  Given this, and to provide context, revise your disclosure to
clarify your conclusions and to explain why the disclosure has been provided.

Jose A. Bayardo
National Oilwell Varco, Inc.
October  5, 2016
Page 2

 2. We note your response to prior comme nt 5.  Tell us the amount of goodwill and total
book value allocated to your the Drilling & Intervention and Drill Pipe reporting units as
of December 31, 2015.

3. We note your response to prior comment 6.  Provide us with a reasonably detailed
summary of th e step two analyses performed in connection with the goodwill impairment
testing for your Drilling & Intervention and Drill Pipe reporting units.  Include in your
response the methodologies, significant assumptions, fair value allocations and amount of
impairment recorded for each reporting unit.  If any of the assumptions in your step two
analyses are different than those used in your step one analyses, please explain the
underlying reasons for these differences.

4. Your response to comment 6 indicates that , as part of your impairment testing, you
considered the reasonableness of your implied enterprise value and that, taking into
account a control premium that would be paid based on reported transactions in your
industry, you believe the enterprise value im plied by your fair value estimates is
consistent with the enterprise value implied by the trading prices of your common stock
during the fourth quarter and through subsequent months.

Describe for us, in reasonable detail, the process or analysis through which you
considered the reasonableness of your implied enterprise value.  As part of your response,
tell us how you determined the amount of any control premium and describe the
qualitative or quantitative factors considered in connection with determining  the control
premium.  Additionally, explain how you considered values implied by the trading prices
of your common stock during the fourth quarter and subsequent months and the
relationship of those values to your net book values during those per iods.

You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331  or Brad Skinner,
Senior Assistant Chief Accountant , at (202) 551 -3489 if you have questions regarding comments
on the financial statements and related matters.  Please contact Jason Langford,  Staff Attorney, at
(202) 551-3193 or Karina Dorin, Staff Attorney , at (202) 551-3763  with any other questions.

Sincerely,

        /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources