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    National Oilwell Varco, Inc.

7909 Parkwood Circle Drive

Houston, TX 77036

PHONE 713-346-7500

FAX 713-346-7995

January 16, 2008

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 December 18, 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 December 18, 2007, which
comments were provided in response to the Company’s prior response letter to the Staff dated
October 25, 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.

    We note your response to prior comment 1. Please indicate in a response letter whether you
target a specific percentile of your peer group for elements of compensation other than base
salary and total compensation. Please also confirm that you will disclose in future filings
where actual payments of salary, total compensation and those other elements of compensation
that you target to a specific percentile, to the extent applicable, fall relative to the
median or other measurement used. To the extent actual compensation of salary, total
compensation or other elements of compensation, to the extent applicable, was materially
greater or less than the median or other measurement used even after appropriate adjustments
were made by the compensation committee, please confirm you will explain in future filings why
such deviation occurred.

U.S. Securities and Exchange Commission

January 16, 2008

Page 2 of 5

Response: The Company does not target a specific percentile of its peer group for equity
compensation or annual bonus compensation. The Company will disclose this fact in future filings.
The Company will also disclose in future filings where actual payments of base salary and total
compensation fall relative to the peer group target and, to the extent there is a material
deviation between the actual amounts paid and the target amount, explain why such deviation
occurred.

Annual Incentive Award, page 26

    2.

    We note your response to our prior comment 3 and reissue the comment. Please elaborate on
your discussion of competitive harm by discussing in detail the basis for each assertion that
you make and how a competitor could either use such information to cause you commercial harm
or derive other information from such targets that could then be used to negatively impact the
company. For example, you state that the disclosure of the operating profit targets will
result in competitors obtaining insight into your budget and planning process, your views on
market and industry conditions, product and service pricing, cost structure and profit margins
and that, with that insight, your competitors may undermine your ability to bid on projects.
However, you do not explain the reasons for believing that the disclosure of the targets will
have that result or how competitors are able to obtain such insights from knowing your various
targets for incentive compensation. We also note that your response and competitive harm
analysis does not address the reasons for not disclosing the “predetermined capital employed”
target and the financial and operating performance targets for 2007.

    Notwithstanding the preceding paragraph, in the event disclosure in future filings of the
quantitative or qualitative performance-related factors would cause competitive harm such
that you may omit the targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K,
please confirm that in future filings you will disclose how difficult it will be for the
named executive officer or how likely it will be for the company to achieve the undisclosed
target levels or other factors. Please confirm that you will disclose in future filings the
factors considered by the compensation committee in setting performance-related objectives.
General statements regarding the level of difficulty, or ease, associated with achieving
performance goals are not sufficient. Please provide insight into the factors considered by
the committee prior to the awarding of performance-based compensation such as historical
analyses prior to the granting of these awards or correlations between historical bonus
practice and the incentive parameters set for the relevant fiscal period.

Response:

The Company believes that disclosure of its operating profit targets and predetermined capital
employed targets for prior, current and future fiscal years would result in substantial competitive
harm to the Company. The Company’s operating profit targets and predetermined capital employed
targets for prior, current and future fiscal years are extremely confidential commercial

U.S. Securities and Exchange Commission

January 16, 2008

Page 3 of 5

and financial information of the Company, and are not disclosed outside the Company to any person
for any purpose.

If the Company’s operating profit targets and predetermined capital employed targets were publicly
disclosed, the Company’s competitors could gain specific insights into the Company’s strategic
plans, budgets and financial forecasts, market outlook, product and service pricing, cost structure
and profit margins. In response to your request above, the following discussion highlights certain
ways that competitors could gain such insights and then use those insights to cause the Company
competitive harm.

Performance targets are set by the Company based upon its budget for each year. Each year’s budget
is established through a comprehensive budget and financial planning process, which includes a
detailed analysis of the Company’s market outlook and available strategic alternatives. As a
result, the Company’s performance targets reflect both the Company’s budget and outlook and, if
disclosed publicly, would enable the Company’s competitors to deduce the Company’s strategic plans
and the forecasted financial results of those plans, which could cause the Company substantial
competitive harm.

For example, if the Company budgeted lower operating profit and higher capital employed compared to
prior periods, the Company’s competitors might reasonably conclude that the Company intends to cut
its pricing to gain market share. As a result, the Company’s competitors might also reduce their
prices proactively to defend their market position, thereby damaging the Company’s business.

If the Company were to budget a significant increase in operating profit and capital employed, the
Company’s competitors could reasonably conclude that the Company’s view is that the market will
expand significantly and that the Company will invest in growth. Such a view may be true, and
would likely be based on a market outlook that was obtained through proprietary market intelligence
or otherwise confidential resources. In response, the Company’s competitors may increase
investment in their businesses to capture a portion of the expected market growth, thereby damaging
the Company’s business.

Even if a competitor’s analysis of the disclosed performance targets is in error, the competitor’s
actions based on that erroneous analysis could still cause competitive harm to the Company. For
example, if the Company plans to expand into a new business or product line, such intent could be
reflected in increased operating profit targets and capital employed targets. If one of the
Company’s competitors conclude in error that the Company intends to expand one of its existing
businesses rather than enter into a new business, such competitor’s response of adding capacity and
investment into the existing business or product line would damage the Company due to the
over-supplied market.

If the Company budgeted lower operating profit and lower capital employed in a particular period,
the Company’s competitors could potentially hire the Company’s employees away by

U.S. Securities and Exchange Commission

January 16, 2008

Page 4 of 5

arguing that the Company is curtailing investment in its business and foresees its business
declining. A loss of valuable employees would damage the Company’s business.

Furthermore, the Company’s disclosure of historical performance targets is potentially damaging
because the Company’s strategic plans are rarely implemented within a one-year budgeting cycle.
Competitors could use the historical performance targets and the forward-looking performance
targets to try to better understand the Company’s strategic plans and financial forecasts related
thereto, by analyzing perceived trends in the data. To the extent a competitor is able to more
accurately deduce the Company’s strategic objectives and financial forecasts, the risk of
competitive harm to the Company is increased.

Part of the Company’s strategic plan is to grow its business through acquisitions. The Company has
completed numerous acquisitions in the past, which contributed to the Company’s success. The
Company conducts discussions with other companies from time to time regarding potential
acquisitions and divestitures of businesses. If a target company or a competing bidder for a
target company, or a buyer interested in one of the Company’s existing businesses, can gain
insights into the Company’s strategic plans and financial forecasts, the economics of any
acquisition or divestiture transaction could be negatively impacted, or a potentially valuable
transaction could be lost, thereby causing harm to the Company’s business. It should also be noted
that it is a nearly universal practice to execute confidentiality agreements between the parties,
and to tightly control the individual employees who participate in these discussions, in order to
maintain the confidentiality of strategic plans, financial budgets and other sensitive information.
Companies clearly recognize the potential for competitive harm if such information were disclosed
broadly or improperly used by another party, and they act intentionally to protect this
information. The Company’s disclosure of its performance targets would undermine these efforts and
could cause competitive harm to the Company.

In summary, the interpretation, correctly or incorrectly, by the Company’s competitors of the
Company’s strategic plans, market outlook and financial forecasts, based on their review of the
Company’s prior, current and future performance targets, introduces substantial risk of competitive
harm to the Company’s business. Therefore, the Company believes that it should not be required to
disclose its performance targets for prior, current and future fiscal years pursuant to Instruction
4 to Item 402(b) of Regulation S-K.

In addition to the competitive harm analysis, the Company believes that it should not be required
to disclose its performance targets as such disclosure is in effect the provision of earnings and
other financial guidance, which the Company is not otherwise required to provide.

As noted in our prior response letter, it is the Company’s policy to not provide earnings guidance
or other similar financial guidance or commentary to investors, analysts and other market
professionals. The Company believes that providing earnings guidance, or dealing directly with
analysts’ earnings expectations, improperly focuses the Company and the investment community on
short-term results, rather than on the Company’s long-term financial and stock price performance.
Disclosure of the above described performance targets or other similar targets

U.S. Securities and Exchange Commission

January 16, 2008

Page 5 of 5

would in effect violate the Company’s current policy to not provide earnings guidance because
analysts and other market professionals would consider such disclosures reflective of management’s
opinions regarding the Company’s future earnings. The Company’s quarterly calls with analysts
would almost certainly include questions regarding the disclosed performance targets, which would
be difficult to answer without violating the Company’s current policy. As a result, the Company
could be subjected to additional liabilities and ongoing disclosure obligations related to the
disclosed performance objectives, including an ongoing duty to update if there is information in
the market that varies from the disclosed performance targets. The Company has no obligation to
provide earnings guidance under the securities laws or the rules of the New York Stock Exchange.
However, if the Staff requires the Company to disclose such performance targets pursuant to Item
402(b) of Regulation S-K, the Staff will effectively require the Company to provide earnings
guidance.

Furthermore, the Company believes its performance objectives for executive compensation best align
the interests of the Company’s stockholders and the Company’s management team. If the Company is
required to use alternative performance objectives to minimize the substantial risk of competitive
harm and to avoid providing earnings and other financial guidance, this alignment of interests
would be diminished to the detriment of the Company’s stockholders.

If the Company omits disclosure of performance-related targets in its future filings pursuant to
Instruction 4 to Item 402(b) of Regulation S-K, the Company will disclose in such filings how
difficult it will be for the named executive officer or how likely it will be for the Company to
achieve the undisclosed targets. The Company will disclose in future filings the factors
considered by the Company’s Compensation Committee in setting performance-related objectives.

In providing this response letter to the Staff, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii)
Staff comments or changes to disclosure in response to comments do not foreclose the Commission
from taking any action with respect to the above-referenced filing, and (iii) 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.

If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (713) 346-7550.

    Sincerely,

    /s/ Dwight W. Rettig

    Dwight W. Rettig

    Vice President, General Counsel
and Secretary