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    National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

FAX 713-346-7995

October 25, 2007

Ms. Carmen Moncada-Terry

Attorney Advisor

Division of Corporation Finance

Mail Stop 7010

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    SEC Comment Letter dated September 26, 2007 related to National Oilwell Varco, Inc.’s
Definitive Proxy Statement on Schedule 14A filed on April 25, 2007; File No. 001-12317

Dear Ms. Moncada-Terry:

This letter responds to the comments that National Oilwell Varco, Inc. (the “Company”) received
from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission” or the “SEC”) by letter dated September 26, 2007. For your
convenience, the Company’s responses are prefaced by the Commission’s comment in bold text. All
capitalized terms used herein and not defined herein shall have the meanings given to them in our
proxy statement.

Compensation Discussion & Analysis, page 24

General Overview, page 24

    1.

    You disclose that the company strives to offer compensation opportunities “in the median
range” of the oilfield peer group of companies described on page 25. Please disclose the
specific percentile targeted for each element of compensation. In addition, for each element
of compensation, discuss actual compensation paid relative to the targeted amount. Similar to
the discussion provided regarding the reasons for the base salary adjustments, for each other
element of compensation, include an explanation of the divergence, if any, from a targeted
percentile and the percentile represented by actual compensation paid during the fiscal year.
Refer to Item 402(b)(2)(xiv) of Regulation S-K.

U. S. Securities and Exchange Commission

October 25, 2007

Page 2 of 10

Response: As part of its process to establish compensation levels for the Company’s named
executive officers, the Company’s Compensation Committee compares total compensation and base
salary for each of its named executive officers against the median total compensation and median
base salary earned by comparable executive officers as paid by the oilfield peer group described on
page 25 of the proxy statement. When analyzing peer group data, the Compensation Committee does not
establish a specific numeric range around the median data points, which it considers reasonable or
acceptable. Rather, in setting compensation for any particular named executive officer, the
Compensation Committee considers any variance from the median, taking into account the other
factors discussed in the proxy statement, and determines whether such variance is appropriate. If
the Compensation Committee determines that any variance is unwarranted, the Compensation Committee
will make appropriate adjustments to the compensation levels. The Company will clarify its
disclosure in future proxy statements consistent with the foregoing. As noted by the Staff, the
Company’s proxy statement includes an explanation of the divergence between targeted base salary
and actual base salary. The Company will continue to include such disclosure in future proxy
statements.

Base Salary, page 26

    2.

    Although you disclose that you do not assign specific weight to factors such as individual
performance and responsibility when evaluating a named executive officer, disclose all of the
factors that are considered in evaluating each named executive officer and discuss how you
applied any factors in the evaluative process during the last fiscal year. Please disclose
any pre-established individual goals set for an officer and discuss the qualitative and if
applicable, quantitative review of such goals by the committee. Provide specific examples of
an individual’s contribution to company performance if considered by the committee in
determining the individual’s level of compensation. See Item 402(b)(1)(v) and generally, Item
402(b)(2)(vii) of Regulation S-K.

Response: The factors considered by the Compensation Committee in establishing base
salaries are set forth on page 26 of the proxy statement. The Compensation Committee’s analysis of
these factors for 2006 is also summarized on page 26 of the proxy statement, including a detailed
discussion of the merger with Varco International Inc., which was a strong driver of the base
salary adjustments for 2006.

The Compensation Committee does not establish specific, individual goals for the Company’s
officers, other than the CEO. The Compensation Committee’s analysis of the individual performance
of any particular named executive officer, other than the CEO, is subjective in nature and takes
into account the recommendations of the CEO. The Compensation Committee establishes goals and
objectives for its CEO for each fiscal year. Mr. Miller’s goals and objectives for 2006 are
attached as Exhibit A to this response letter. Mr. Miller’s performance was measured in
four key areas of the Company: (1) financial performance, (2) formulation and implementation of
Company strategy, (3) controls and compliance, and (4) management and employee development. The
specific goals within these four areas were set based on a determination of prioritizing the CEO’s
efforts on those specific areas and responsibilities that

U. S. Securities and Exchange Commission

October 25, 2007

Page 3 of 10

would have the greatest impact on the Company. The Compensation Committee reviewed such goals and
objectives against Mr. Miller’s and the Company’s performance, and determined that Mr. Miller had
achieved each of his pre-established goals and objectives. The Compensation Committee took Mr.
Miller’s successful achievement of his goals into consideration when reviewing his compensation.
The Company will include similar disclosures and further discussion consistent with the foregoing
for its CEO in future proxy statements.

Annual Incentive Award, page 26

    3.

    Disclose the “certain specified operating profit targets” that were based on the company’s
financial plan for fiscal 2006, the “predetermined capital employed” target for fiscal 2006
and if known, the financial and operating performance targets for the following fiscal year.
To the extent you believe that disclosure of any corporate and individual performance goals is
not required because it would result in competitive harm such that it could be excluded under
Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a
detailed explanation supporting your conclusion. Please also note that to the extent
disclosure of the quantitative or qualitative performance-related factors would cause
competitive harm, you are required to discuss how difficult it will be for you to achieve the
target levels or other factors. Please disclose the factors considered by the compensation
committee in setting performance-related objectives. Please see Instruction 4 to Item 402( b)
of Regulation S-K.

Response: The Company believes that disclosure of its corporate and individual performance
targets would result in competitive harm to the Company. An analysis supporting our conclusion is
attached hereto as Exhibit B. On page 27 of the proxy statement, the Company discloses how
difficult it will be to achieve the target levels, noting that targets are “challenging to meet but
achievable if the Company properly executes its operational plan and market conditions are
favorable”. In establishing the performance targets, the Compensation Committee reviews and
considers the Company’s financial budgets and operating plan.

    4.

    Identify the specific percentage of each named executive officer’s bonus that is tied to the
financial and operating performance of the company. Include an analysis of how the percentage
amount for a respective named executive officer was determined. Moreover, to facilitate an
understanding of how the formula disclosed on page 27 works in practice, provide an
illustrative example.

Response: For 2006, 100% of each named executive officer’s annual bonus award was tied to
the financial performance of the Company and/or the Company’s business units. As disclosed in the
proxy statement, the participation level percentages (as a percentage of annual base salary) for
2006 for each named executive officer were as follows: Mr. Merrill A. Miller, Jr. - 100%; Mr. Clay
C. Williams - 80%; Mr. Kevin A. Neveu - 75%; Mr. Mark A. Reese - 75%; and Mr. Dwight W. Rettig -
75%. These participation level percentages are based on each executive’s level of responsibility
for the Company’s financial performance. The following examples calculate an annual incentive
award payment for Mr. Miller assuming (1) the Company’s 2006

U. S. Securities and Exchange Commission

October 25, 2007

Page 4 of 10

operating profit was equal to the operating profit target set under the incentive plan and (2) the
Company’s 2006 operating profit exceeded the maximum operating profit target set under the
incentive plan:

(1) 100% (performance result) x $800,000 (base salary) x 100% (participation level) = $800,000.

(2) 200% (performance result) x $800,000 (base salary) x 100% (participation level) = $1,600,000.

The Company will include the foregoing disclosures, including the example calculation, in future
proxy statements.

    5.

    We refer you to Instruction 1 to Item 402(b) of Regulation S-K. Your disclosure of the
reasons for the maximum bonus payout of 200% of the target incentive level lacks the analysis
needed to facilitate an understanding of how the payout amounts were determined. Please
clarify the statement that “structure and performance measures...described above...” resulted in
the payout level determination. In addition, your discussion on page 26 suggests that
numerous operating targets are established, yet your discussion on page 27 refers to the
achievement of only one operating profit target and indicates that the achievement of one
target factored into the bonus being paid. Please clarify your disclosure accordingly.

Response: The maximum bonus payment of 200% was triggered because the Company’s actual
operating profit exceeded the maximum operating profit target set under the Company’s annual
incentive plan. The Company will clarify its disclosure regarding payout amounts in future
filings. With respect to the Company’s statement that “structure and performance
measures...described above...” resulted in the payout level determination, the Company intended to only
reference the performance targets and formula previously discussed on page 27. The Company will
delete the referenced statement in future proxy statements. The Compensation Committee only
establishes one operating profit target per year. The reference to multiple targets is a reference
to the minimum, target and maximum targets set for the single metric. The Company will clarify its
disclosure in future proxy statements.

    6.

    We direct you to Release 33-8732A, Section II.B.1. As noted therein, the Compensation
Discussion and Analysis should be sufficiently precise to identify material differences in
compensation policies with respect to individual executive officers. For example, explain in
the Compensation Discussion and Analysis section the distinctions in termination pay-outs
available to the named executive officers. Similarly, please explain the distinctions in
options awarded and the non-equity incentive plan compensation awarded during fiscal 2006 to
Mr. Miller relative to the other named executive officers.

Response: There are no compensation policy differences among the individual executive
officers, except that the more senior officers, such as the CEO, receive higher compensation

U. S. Securities and Exchange Commission

October 25, 2007

Page 5 of 10

consistent with their increased responsibilities. These differences are considered in connection
with the compensation analysis performed by the Compensation Committee. We will include a
discussion of the foregoing in future proxy statements.

Compensation of the Chief Executive Officer, page 30

    7.

    We direct you to Item 402(b)(1)(v) of Regulation S-K. Please provide an analysis of specific
goals and qualitative assessments used in evaluating the Chief Executive Officer during fiscal
2006 and his level of overall achievement of targeted qualitative and quantitative goals. For
example, explain what aspects of his performance or success in “achieving the company’s
strategic objectives” in a given year contributed to the determination of his compensation
package.

Response: See the Company’s response to Comment No. 2 above.

Potential Payments Upon Termination or Change of Control, page 36

    8.

    Please describe and explain how the appropriate payment and benefit levels are determined
under the various circumstances that trigger payments or provision of benefits under the
agreements and change of control plans. See Items 402(b)(1)(v) and 402(j)(3) of Regulation
S-K.

Response: The Company’s Compensation Committee believes the payment and benefit levels
provided to its named executive officers under their employment agreements and/or change of control
plans upon termination or change of control should correspond to the level of responsibility and
risk assumed by the named executive officer. Thus, the payment and benefit levels for Mr. Miller,
Mr. Neveu, Mr. Reese and Mr. Rettig are based on their levels of responsibility and market
considerations at the time the Company entered into the relevant agreements. The payment and
benefit levels for Mr. Williams are based on similar considerations but certain differences in his
benefits are due to the particular terms of his executive agreement, which was assumed by the
Company in the merger with Varco International, Inc. The Compensation Committee recognizes that it
is not likely that the Company’s named executive officers would be retained by an acquiror in the
event of a change of control. As a result, the Compensation Committee believes that a certain
amount of cash compensation, from one year’s cash compensation for certain executives to three
years’ cash compensation for the chief executive officer and chief financial officer, along with
immediate vesting of all unvested equity compensation, is an appropriate and sufficient incentive
for the named executive officers to remain employed with the Company, even if a change of control
were imminent. It is believed that these benefit levels should provide the Company’s named
executive officers with reasonable financial security so that they could continue to make strategic
decisions that impact the future of the Company. The Company will include a discussion of the
foregoing in future proxy statements.

U. S. Securities and Exchange Commission

October 25, 2007

Page 6 of 10

Grants of Plan-Based Awards, page 41

    9.

    On pages 26-28 you disclose the minimum, target and maximum performance levels established
pursuant to the annual non-equity incentive plan. Please either provide the information
required by Item 402(d)(2)(iii) of Regulation S-K or explain why such disclosure is not
required.

Response: The minimum, target and maximum payouts under the annual incentive awards for
2006 are as follows:

    Name

    Threshold

    Target

    Maximum

    Merrill A. Miller, Jr.

    $
    80,000

    $
    800,000

    $
    1,600,000

    Clay C. Williams

    $
    40,000

    $
    400,000

    $
    800,000

    Kevin A. Neveu

    $
    28,875

    $
    288,750

    $
    577,500

    Mark A. Reese

    $
    28,875

    $
    288,750

    $
    577,500

    Dwight W. Rettig

    $
    26,250

    $
    262,500

    $
    525,000

We will disclose this information in future proxy statements, consistent with SEC FAQ #5.02.

Outstanding Equity Awards at Fiscal Year End, page 42

    10.

    We refer you to Instruction 2 to Item 402(