SecProbe.io

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 DNOW INC.
 7402 North Eldridge Parkway
 Houston, Texas 77041 August 1,
2025 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance Office
of Energy & Transportation 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 DNOW Inc.
 Registration Statement on Form S-4
 Filed July 24, 2025
 File No. 333-288909
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, DNOW Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 9:00 a.m., Eastern Time, on August 5, 2025, or as
soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
 Please contact Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695 or by email at
billy.vranish@kirkland.com or Julian J. Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 or by email at julian.seiguer@kirkland.com, as soon as the registration statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 DNOW INC.

 /s/ Raymond W. Chang

 Raymond W. Chang

 Vice President and General Counsel

 cc:
 Julian J. Seiguer, P.C., Kirkland & Ellis LLP
 Billy Vranish, Kirkland & Ellis LLP
 Kerry E. Berchem, Akin Gump Strauss Hauer & Feld LLP
 Bryan D. Flannery, Akin Gump Strauss Hauer & Feld LLP
 Timothy J. Clark, Akin Gump Strauss Hauer & Feld LLP
 Leana N. Garipova, Akin Gump Strauss Hauer & Feld LLP

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 DNOW INC.
 7402 North Eldridge Parkway
 Houston, Texas 77041
 August 1, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Energy & Transportation
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 DNOW Inc.
 Registration Statement on Form S-4
 Filed July 24, 2025
 File No. 333-288909
 Withdrawal of Acceleration Request
 Ladies and Gentlemen: We respectfully request
withdrawal of our acceleration request letter filed as correspondence via EDGAR on July 31, 2025, which requested that the above-referenced Registration Statement become effective on August 5, 2025 at 8:00 a.m. Eastern Time, or as soon thereafter as
practicable. The undersigned is no longer requesting that the Registration Statement be declared effective at this specific date and time and hereby formally withdraws such request for acceleration.
 Please contact Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695 or by email at billy.vranish@kirkland.com or Julian J.
Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 or by email at julian.seiguer@kirkland.com if you have any questions or concerns regarding this matter.

 Sincerely,

 DNOW INC.

 /s/ Raymond W. Chang

 Raymond W. Chang

 Vice President and General Counsel

 cc:
 Julian J. Seiguer, P.C., Kirkland & Ellis LLP
 Billy Vranish, Kirkland & Ellis LLP
 Kerry E. Berchem, Akin Gump Strauss Hauer & Feld LLP
 Bryan D. Flannery, Akin Gump Strauss Hauer & Feld LLP
 Timothy J. Clark, Akin Gump Strauss Hauer & Feld LLP
 Leana N. Garipova, Akin Gump Strauss Hauer & Feld LLP

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 DNOW INC.
 7402 North Eldridge Parkway
 Houston, Texas 77041 July 31,
2025 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance Office
of Energy & Transportation 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 DNOW Inc.
 Registration Statement on Form S-4
 Filed July 24, 2025
 File No. 333-288909
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, DNOW Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 8:00 a.m., Eastern Time, on August 5, 2025, or as
soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
 Please contact Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695 or by email at
billy.vranish@kirkland.com or Julian J. Seiguer, P.C. of Kirkland & Ellis LLP at (713) 836-3334 or by email at julian.seiguer@kirkland.com, as soon as the registration statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 DNOW INC.

 /s/ Raymond W. Chang

 Raymond W. Chang

 Vice President and General Counsel

 cc:
 Julian J. Seiguer, P.C., Kirkland & Ellis LLP
 Billy Vranish, Kirkland & Ellis LLP
 Kerry E. Berchem, Akin Gump Strauss Hauer & Feld LLP
 Bryan D. Flannery, Akin Gump Strauss Hauer & Feld LLP
 Timothy J. Clark, Akin Gump Strauss Hauer & Feld LLP
 Leana N. Garipova, Akin Gump Strauss Hauer & Feld LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

David Cherechinsky
President, Chief Executive Officer and Director
DNOW Inc.
7402 North Eldridge Parkway
Houston, Texas 77041

 Re: DNOW Inc.
 Registration Statement on Form S-4
 Filed July 24, 2025
 File No. 333-288909
Dear David Cherechinsky:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Sean T. Wheeler, P.C., of Kirkland & Ellis LLP
</TEXT>
</DOCUMENT>

December 5, 2024
Mark B. Johnson
Senior Vice President and Chief Financial Officer
DNOW Inc.
7402 North Eldridge Parkway
Houston, Texas 77041
Re:DNOW Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-36325
Dear Mark B. Johnson:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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  CORRESP

  J. ERIC JOHNSON

  Partner

  (713) 651-2647

  jejohnson@winston.com

  November 22, 2024

  VIA EDGAR

  Melissa Walsh

  Stephen Krikorian

  Division of Corporation Finance

  Office of Energy & Transportation

  U.S. Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  Re:	DNOW Inc.

  	Form 10-K for the Year Ended December 31, 2023

  	Form 8-K Filed November 7, 2024

  	File No. 001-36325

  Dear Ms. Walsh and Mr. Krikorian,

  	On behalf of our client, DNOW Inc. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated November 12, 2024, relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Current Report on Form 8-K filed on November 7, 2024.

  	For ease of review, we have set forth below each of the numbered comments on the Staff’s letter, in bold, and the Company’s responses thereto.

  Form 10-K for the Year Ended December 31, 2023

  Signatures, page 44

  1.Please revise the signature page to include the signature of your controller or principal accounting officer. If the same individual serves in more than one capacity, ensure you indicate as such in future filings. Refer to General Instruction D(2)(a) to Form 10-K.

  Response: The Company acknowledges the Staff’s request, and it will revise its future filings in accordance with General Instruction D(2)(a) to Form 10-K to include the signature of the Company’s controller or principal accounting officer. Presently, and for the avoidance of doubt, Mr. Mark Johnson, the Company’s Senior Vice President and Chief Financial Officer, serves as the Company’s principal financial officer and principal accounting officer. In future filings, Mr. Johnson’s signature will reference his status as principal financial officer and principal accounting officer.

  Form 8-K Filed November 7, 2024

November 22, 2024

  Exhibit 99.1

  2.We note your discussion and presentation of the non-GAAP financial measure of EBITDA % excluding other costs. Please revise future filings, including your periodic reports, to also present the percentage calculated using the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

  Response: The Company acknowledges the Staff’s request, and it will revise its future filings, including its periodic reports, to also present the percentage calculated using the most directly comparable GAAP measure with equal or greater prominence when presenting or discussing non-GAAP financial measures in accordance with Item 10(e)(1)(i)(A) of Regulation S-K.

  3.We note the President and CEO’s discussion of free cash flow. Please ensure that future presentations of this non-GAAP measure are accompanied by the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

  Response: The Company acknowledges the Staff’s request, and it will revise its future presentations of a non-GAAP measure to be accompanied by the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

  4.Please ensure that you provide an explanation of the other adjustments to non-GAAP financial measures for each of the prior periods presented.

  Response: The Company acknowledges the Staff’s request, and it will revise its future presentations to provide an explanation of the other adjustments to non-GAAP financial measures for each of the prior periods presented.

  5.To the extent material, please revise future presentations of non-GAAP measures to include income tax adjustments as a separate line item in your non-GAAP reconciliations and explain how the tax impact is calculated. Refer to Question 102.11 of the Non-GAAP Compliance and Disclosure Interpretations.

  Response: The Company acknowledges the Staff’s request, and it will revise its future presentations of non-GAAP measures, to the extent material, to include income tax adjustments as a separate line item in the Company’s non-GAAP reconciliations and explain how the tax impact is calculated in accordance with Question 102.11 of the Non-GAAP Compliance and Disclosure Interpretations.

  	Please contact me at (713) 651-2647 if you have any questions or require any additional information in connection with this letter, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, or the Company’s Current Report on Form 8-K filed on November 7, 2024.

  Sincerely yours,

    /s/ J. Eric Johnson

    J. Eric Johnson

  cc: 	Mark B. Johnson, Senior Vice President and Chief Financial Officer, DNOW Inc.

  	Raymond Chang, Vice President, General Counsel, and Secretary, DNOW Inc.

November 12, 2024
Mark B. Johnson
Senior Vice President and Chief Financial Officer
DNOW Inc.
7402 North Eldridge Parkway
Houston, Texas 77041
Re:DNOW Inc.
Form 10-K for the Year Ended December 31, 2023
Form 8-K Filed November 7, 2024
File No. 001-36325
Dear Mark B. Johnson:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Signatures, page 44
1.Please revise the signature page to include the signature of your controller or principal
accounting officer. If the same individual serves in more than one capacity, ensure
you indicate as such in future filings. Refer to General Instruction D(2)(a) to Form 10-
K.
Form 8-K Filed November 7, 2024
Exhibit 99.1
2.We note your discussion and presentation of the non-GAAP financial measure of
EBITDA % excluding other costs. Please revise future filings, including your periodic
reports, to also present the percentage calculated using the most directly comparable
GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K.

November 12, 2024
Page 2
3.We note the President and CEO’s discussion of free cash flow. Please ensure that
future presentations of this non-GAAP measure are accompanied by the disclosures
required by Item 10(e)(1)(i) of Regulation S-K.
4.Please ensure that you provide an explanation of the other adjustments to non-GAAP
financial measures for each of the prior periods presented.
5.To the extent material, please revise future presentations of non-GAAP measures to
include income tax adjustments as a separate line item in your non-GAAP
reconciliations and explain how the tax impact is calculated. Refer to Question 102.11
of the Non-GAAP Compliance and Disclosure Interpretations.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Acceleration request

 May 9, 2014

Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: PJ Hamidi

Re:
NOW Inc. (the “Company”)

Registration Statement on Form 10 (the “Registration Statement”)

File No. 001-36325

 Ladies and Gentlemen:

The Company hereby respectfully requests that the effectiveness of its Registration Statement be accelerated so that it will become effective at 10:00 a.m.,
Washington D.C. time, on Monday, May 12, 2014, or as soon thereafter as possible.

 In accordance with Rule 12d1-2 promulgated under the Securities
Exchange Act of 1934, as amended, the reasons for this request are as follows: the Board of Directors of National Oilwell Varco (“NOV”) has taken several actions in connection with the spin-off of the Company from NOV, including
setting May 22, 2014 as the record date for the distribution of shares of common stock of the Company, setting a distribution date of May 30, 2014 and establishing a distribution ratio for the spin-off. NOV and the Company would like to
commence immediately the process of printing the Information Statement, which is filed as an exhibit to the Registration Statement, and mailing it as soon as possible following the record date.

The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature Page
Follows]

 Securities and Exchange Commission

 Page
 2

Very truly yours,

/s/ Raymond W. Chang

 Raymond W. Chang

 Vice President and General Counsel

cc:
Via Email: hamidip@sec.gov

PJ Hamidi

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Via Email: ejohnson@lockelord.com

J. Eric Johnson

Locke Lord LLP

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Response letter to the SEC

 7402 N Eldridge Parkway

 Houston, TX 77041
USA

 (800) 228-2893

 April 23, 2014

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Washington, D.C. 20549

 Attn: Ms. Anne Nguyen
Parker

RE:
NOW Inc. (the “Company”)

Amendment No.1 to Registration Statement on Form 10-12B/A

Filed April 8, 2014

File No. 1-36325

 Ladies and Gentlemen:

This letter responds to the comments that 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”) on April 18, 2014. 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 Form 10-12B/A.

 Amendment No. 1 to Registration Statement on Form
10-12B

 General

 Exhibit 99.1

 Our Competitive Strengths, page 6

1.
We note your response to our prior comment 2 and your amended disclosure on pages 6, 7, and 45. However, the three specific sources you cite in your response refer to your position in the industrial distribution
market, such as with respect to the HVAC and PVF markets. Please clarify how these sources demonstrate your position in the energy market or your position as a leading provider of supply chain solutions. Otherwise, please revise to limit your claims
accordingly, or provide us with sources specifically supporting your claims.

 Response: The Company has considered the comment and
revised the disclosures on page 6, 7 and 45.

 U.S. Securities and Exchange Commission

April 23, 2014

 Page 2

 Compensation Discussion and Analysis, page 85

Long –Term Incentive Compensation, page 95

2.
We note in your discussion regarding NOV’s 2013 long-term incentive compensation that the performance share awards are subject to two separate performance metrics: 50% with a TSR (total shareholder return) goal
and 50% with an internal ROC goal (return on capital). We further note that payout levels are tied to NOV’s performance when compared with performance of the members of the OSX index. To the extent that NOW’s compensation programs will
have performance metrics, please be sure to disclose the specific performance metric goals as well as NOW’s specific performance so that investors may understand the payouts. For example, if NOW will use metrics similar to those used by NOV,
please disclose the TSR performance of the members of the OSX index as well as the TSR performance of NOW.

 Response: The Company’s
Compensation Committee will determine the performance metric or metrics applicable to the equity or other incentive awards granted to the Company’s executives. To ensure investors can understand the Company’s incentive awards and the
payouts made thereunder, the Company will disclose the relevant performance metrics and, upon completion of the performance period or periods, disclose the Company’s actual performance and, as applicable, the actual performance of any
comparator indices or other similar benchmarks.

 Employment Contracts and Termination of Employment and Change-in-Control Arrangements, page 105

3.
Please clarify whether the separation of NOV’s distribution business into NOW would trigger change in control payments to any of the executive officers.

Response: The separation of NOV’s distribution business into NOW will not trigger change in control payments to any executive officer. We have added
disclosure on page 106 of our amended information statement confirming same.

 Financial Statements of NOW Inc.

Note 12 – Business Segments and Primary End-Market, page F-21

4.
We note your response to comment 20 in our letter dated March 26, 2014 and the related revisions to your filing. Please revise the disclosure of sales mix by principal product categories to show the dollar
amount of revenue from the sale of each product. Refer to FASB ASC 280-10-50-40.

 Response: The Company has considered the comment and
revised the disclosure on page F-24.

 U.S. Securities and Exchange Commission

April 23, 2014

 Page 3

 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 Staff 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) 346-7607.

Sincerely,

/s/ Raymond W. Chang

Raymond W. Chang

Vice President and General Counsel

April 18, 2014

Via E -mail
Mr. R aymond W. Chang
Vice President and General Counsel
NOW Inc.
7402 North Eldridge Parkway
Houston , Texas  77041

Re: NOW Inc.
Amendment No. 1 to Registration Statement on Form 10-12B/A
Filed April  8, 2014
  File No.  1-36325

Dear Mr. Chang :

We have reviewed your amended filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Amendment No. 1 to Registration Statement on Form 10 -12B/A

General

Exhibit 99.1

Our Competitive Strengths, page 6

1. We note your response to our prior comment 2 and your amended disclosure on pages 6,
7, and 45.  However, the three specific sources you cite  in your response refer to your
position in the industrial distribution market , such as with respect to the HVAC an d PVF
markets .  Please clarify how these  sources demonstrate your position in the energy
market  or your position as a leading provider of supply chain solutions.  Otherwise,

Raymond W. Chang
NOW Inc.
April 18, 2014
Page 2

 please revise to limit your claim s accordingly, or provide us with sources specifi cally
supporting your claim s.

Compensation Discussion and Analysis , page 85

Long -Term Incentive Compensation, page 95

2. We note in your discussion regarding NOV’s 2013 long-term incentive compensation
that the performance share awards are subject to two  separate performance metrics: 50%
with a TSR (total shareholder return) goal and 50% with an internal ROC goal (return on
capital).  We further note that payout levels are tied to NOV’s performance when
compared with the performance of the members of the OSX index. To the extent that
NOW ’s compensation programs will have performance metrics, please be sure to disclose
the specific performance metric goals as well as NOW’s specific performance  so that
investors may understand the payouts .  For example, if NOW will use metrics similar to
those used by NOV, please disclose the TSR performance of the members of the OSX
index as well as the  TSR performance of NOW.

Employment Contracts and Termination of Employment and Change -in-Control Arrangements,
page 105

3. Please clarify whether the separation of NOV’s distribution business into NOW would
trigger change in control payments to any of the executive officers.

Financial Statements of NOW Inc.

Note 12 – Business Segments and Primary End -Market, page F -21

4. We not e your response to comment 20 in our letter dated March 26, 2014 and the  related
revisions to your filing. Please revise the disclosure of sales mix by  principal product
categories to show the dollar amount of revenue from the sale of  each product. Refer t o
FASB ASC 280 -10-50-40.

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 rule s require.   Since the company and its management are
in possession of all facts relating to a 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 statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Raymond W. Chang
NOW Inc.
April 18, 2014
Page 3

 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.

You may contact Sandra Eisen  at (202) 551 -3864 or Ethan Horowitz  at (202) 551 -3311  if
you have questions regarding comments on the financial statements and related matters .  Please
contact PJ Hamidi at (202) 551 -3421 , or, in his absence, the undersigned  at (202) 551 -3611 with
any other q uestions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Branch Chief
cc: J. Eric Johnson
 Locke Lord LLP

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CORRESP

7402 N Eldridge Parkway

Houston, TX 77041 USA

(800) 228-2893

 April 8, 2014

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

 Attn: Ms. Anne Nguyen Parker

RE:
NOW Inc. (the “Company”)

 Registration Statement on Form 10-12B

Filed February 26, 2014

File No. 1-36325

 Ladies and
Gentlemen:

 This letter responds to the comments that 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”) on March 26, 2014. 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 Form 10-12B.

 Registration Statement on Form 10-12B

 General

1.
We note your statement in several places in the document that you will provide in subsequent amendments certain information, such as information regarding your compensation programs, the description of indebtedness
and terms of your credit facility, and the treatment of outstanding National Oilwell Varco (“NOV”) equity awards and stock options. Please file all omitted exhibits and provide other omitted disclosure as soon as possible. We will need
adequate time to review and, if necessary, comment upon your disclosure.

 Response:

The Company has considered the Staff’s comments regarding omitted exhibits and disclosures. Additional exhibits and disclosures are included in our
amended filing.

 Information Statement

Our Competitive Strengths, page 6

2.
We note your disclosure here that you are one of the “global market leaders” in the distribution of MRO products to the energy market. You make similar disclosures regarding your leadership position
elsewhere in your information statement, including on pages 7 and 45. Please provide the basis for these statements.

 Response:

The Company has considered the Staff’s comments regarding the disclosure that it is a global market leader and has clarified the disclosure in its
amended filing. The disclosure is based on industry publications, its experience as a market participant, its own research, its communications with its customers and other suppliers, and statements by publicly traded competitor management. Based on
these facts, the Company believes it is a leading distributor of PVF and MRO products and supply chain solutions to the energy and industrial markets. See pages 6, 7, and 45 of our amended information statement.

 U.S. Securities and Exchange Commission

April 8, 2014

  Page
 2

 Sources:

•

The Wholesaler, “Wholesaling 100,” July 2013 (http://digital.thewholesaler.com/app.php?RelId=6.1.4.2&BookCode=20130701);

•

The Big 50 List 2013 (http://www.inddist.com/news/2014/09/2013-big-50-list) and

•

MDM Market Leaders PVF (http://www.mdm.com/2012-mdm-market-leaders-top-pipes-valves-fittings-distributors)

Our Business Strategy, page 7

 Questions and
Answers about the Separation and the Distribution, page 9

3.
Please add a question and answer discussing the estimated costs you expect to incur in connection with the separation and distribution.

Response:

 The Company has considered the Staff’s comments
regarding the estimated costs it expects to incur in connection with the separation and distribution and has amended its filing. See page 12 of our amended information statement.

Risks Relating to Our Business, page 21

4.
We note your disclosure on page 24 under the risk factor titled “If steel prices rise . . .” that you manufacture many of your products from steel. To help the investor assess the magnitude of this risk,
please disclose the proportion of overall revenue derived from your sale of products manufactured from steel.

 Response:

The Company has considered the Staff’s comments regarding risks related to our business. While the Company does not manufacture goods it has amended its
filing. See pages 24-25 of our amended information statement.

 Cautionary Statement Concerning Forward-Looking Statements, page 32

5.
It does not appear appropriate to suggest that the word “will” identifies the uncertainties associated with forward-looking statements. Please revise accordingly.

Response:

 The Company has considered the Staff’s comments
regarding the use of the word “will” and removed it from the Cautionary Statement Concerning Forward-Looking Statements. See page 35 of our amended information statement.

Management’s Discussion and Analysis, page 62

6.
Your MD&A should provide a disclosure of all material trends or uncertainties that have reasonably affected or are likely to impact your operating results. In this regard, please consider supplementing your
discussion of rig counts and hydrocarbon prices with a discussion of the trends in steel prices. We note your related disclosure on pages 24, 25, 66, and 79.

Response:

 The Company has considered the Staff’s comments
regarding trends in steel prices and has amended its filing. See page 64 of our amended information statement.

 U.S. Securities and Exchange Commission

April 8, 2014

  Page
 3

 Results of Operations, page 66

7.
Please revise and expand your disclosure for each period presented to quantify underlying activities that generated income statement variances. For example, please quantify the year-over-year changes in revenues and
costs attributable to the Wilson and CE Franklin acquisitions versus other factors, if material. Your revised disclosure should address causal factors impacting each income statement line item. Please also consider this comment as it relates to the
pro forma analysis beginning on page 70 of your filing. Refer to Item 303(A)(3) of Regulation S-K and related guidance.

 Response:

 The Company has considered the Staff’s comments regarding quantifying the year over year changes in revenue and costs attributable to the Wilson and
CE Franklin acquisitions and has amended its filing. See pages 66-69 of our amended information statement.

8.
Please expand this section to include a discussion of your operating expenses. In this regard, we note the disclosure on page F-4 that you incurred $3.9 billion in cost of revenue during the fiscal year ended
December 31, 2013. Describe any significant components of your expenses that are necessary to an understanding of your operating results.

Response:

 The Company has considered the Staff’s comments
regarding discussion of its operating expenses and has amended its filing to provide a description of our cost of products and operating and warehousing costs in order to better understand our operating results. Additionally, based upon feedback
from our potential investors, while not required, we have included a break out of Cost of products and Operating and warehousing costs shown on the Statements of Income in order to provide additional insight into Cost of revenue. See pages 59,
67, 69, F-4 and F-10 of our amended information statement.

9.
Your discussion under this section should provide enough detail to allow investors to gauge whether your past operating results are indicative of future performance. In this regard, we note your attribution of
operating profit percentage gains on page 69 to “synergies realized in the business.” Please explain the nature of these synergies.

Response:

 The Company has considered the Staff’s comments
regarding the nature of synergies and has amended its filing. See page 69 of our amended information statement.

 Pro Forma Results of Operations,
page 70

10.
We note that you have provided a supplemental discussion regarding operating results based upon pro forma information. Please expand your disclosure to explain why you believe the presentation of a pro forma
discussion is useful and identify any potential risks associated with using such a presentation. In addition, please provide narrative disclosure explaining the adjustments made to calculate the pro forma information presented.

 Response:

 The Company has considered
the Staff’s comments regarding our disclosure of pro forma information and consistent with ASC 805-10-50 has amended its filing. See page 70 of our amended information statement.

11.
In connection with the preceding comment, we note that you have provided pro forma analysis comparing the fiscal years ended December 31, 2012 and December 31, 2011. However, it appears that an analysis for
these periods should be limited to a discussion of pro forma revenue and costs of revenue. Please revise your disclosure accordingly.

The Company has considered the Staff’s comments regarding its pro forma analysis comparing the fiscal years ended December 31, 2012 and
December 31, 2011. When determining that a supplemental discussion in MD&A based on pro forma financial information was appropriate, the Company reviewed the guidance of SEC Financial Reporting Manual 9220.8 and noted that pro forma
financial information should only be prepared for the most recent fiscal year and period prior to the transaction occurring. In the example to this section of the SEC Financial Reporting Manual, a transaction that occurred in 2007, “the pro
forma December 31, 2007 information would then be compared to the pro forma information for the year ended December 31, 2006… and a discussion based on pro forma financial information in more detail than revenues and costs of revenues
for the year ended December 31, 2005 would not be appropriate.” As the acquisitions of Wilson and CE Franklin occurred in 2012, the Company determined it appropriate to prepare pro forma financial information for the year ended
December 31, 2012, as well as the period prior to the transaction (the year ended December 31, 2011) in the manner outlined in the SEC Financial Reporting Manual 9220.8 above.

 U.S. Securities and Exchange Commission

April 8, 2014

  Page
 4

 Non-GAAP Financial Measures and Reconciliations, page 73

12.
Please revise your disclosure to explain the nature of the “Other costs” that are added to GAAP operating profit as part of the non-GAAP reconciliation presented in your filing. Refer to
Item 10(e)(i)(B) of Regulation S-K.

 Response:

The Company has considered the Staff’s comments regarding other costs and has amended its filing. See page 73 of our amended information statement.

Liquidity and Capital Resources, page 74

13.
Please expand your discussion of capital expenditures to disclose how much you have spent and anticipate spending in 2014 and how you intend to finance such expenditures following your separation from NOV.

 Response:

 The Company has considered
the Staff’s comments regarding capital expenditures and has amended its filing. See page 74 of our amended information statement.

14.
You state that “Net cash flows provided by operating activities in 2013 were $317 million, up from $12 million used in 2012 driven by net income of $147 million, a $23 million reduction in receivables as a
result of improved collections and a decrease of $158 million in inventory as management actively reduced inventory levels in line with lower market volumes.” Please expand your discussion to better explain the variance in net cash provided by
operating activities in 2013 and the net cash used in operating activities in 2012. In this regard, we note that net income in 2012 was $108 million, such that the difference in net income, reduction in receivables and decrease in inventory would
not adequately explain the $329 million variance between 2012 and 2013.

 Response:

The Company has considered the Staff’s comments regarding Net cash flows provided by operating activities and has amended its filing. See page 74 of our
amended information statement.

15.
Once you enter into the credit facility contemplated in the “Description of Indebtedness” section on page 95, please be sure to expand this section to discuss any terms or restrictive covenants that may
have a material impact on your ability to fulfill your commitments for capital expenditures.

 Response:

The Company has considered the Staff’s comments regarding terms or restrictive covenants that may have a material impact on its ability to fulfill its
commitments for capital expenditures in the “Description of Indebtedness” section and determined that the credit facility will not have any direct restrictions on capital expenditures.

16.
You state on page 75 your belief that “cash on hand, cash generated from operations and amounts available under our credit facilities will be sufficient to fund operations . . .” As it appears you currently
intend to secure only one credit facility, please revise this statement.

 Response:

The Company has considered the Staff’s comments regarding the use of the word credit facilities and has amended its filing. See page 75 of our
amended information statement.

 U.S. Securities and Exchange Commission

April 8, 2014

  Page
 5

 Certain Relationships and Related-Party Transactions, page 86

Financial Statements of NOW, Inc.

 Combined
Statements of Income, page F-4

17.
Disclosure in your filing regarding your Energy Branches states that you have a team of technical professionals who provide expertise in applied products, and applications, such as artificial lift systems, coatings,
electrical products, gas meter runs, and valve actuation. Please tell us whether you offer services to your customers and explain your consideration of the requirement to separately present revenues from the sale of tangible products and revenues
from services on the face of your statement of income. Refer to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X.

 Response:

The Company has considered the Staff’s comments regarding statements of technical professionals and expertise. Energy Branches have professionals with
product expertise who provide product knowledge to customers. The sale of our products does not require any continuing involvement and the sales transactions do not contain multiple elements. Services for on-site management, outsourced procurement
and repairs, represent approximately 1.5% of our total revenues. We believe that the service revenue and corresponding costs of service revenue do not require separate presentation pursuant to Rule 5-03 of Regulation S-X nor does it require
additional disclosure in the accounting policy footnote.

 Note 2 - Summary of Significant Accounting Policies, page F-8 Revenue Recognition, page
F-10

18.
Please revise to provide revenue recognition policy disclosure tailored to your business. Your revised policy should address your policies with regard to both products and services offered to your customers. With
regard to product sales, please address sales from supply stores, sales from your website, and sales from dedicated customer on-site locations. Refer to SAB Topic 13.

Response:

 The Company has considered the Staff’s comments
regarding its policy on revenue recognition and has amended its filing. See page F-10 of our amended information statement.

 Note 9 - Commitments
and Contingencies, page F-15

19.
You refer here to “the specific case referred to above,” but it is not clear to which case you are referring. Please revise your disclosure for clarity.

Response:

 The Company has considered the Staff’s comments
regarding its reference to “the specific case referred to above,” and has amended its filing. See pages F-15 and F-16 of our amended information statement.

Note 12 - Business Segments and Primary End-Market, page F-21

20.
We note that you have provided disclosure of revenues by primary end-market (i.e., Energy Branches and Supply Chain locations). Please provide us with your analysis of FASB ASC 280-10-50-40 to explain your basis for
grouping multiple products offered to your customers. In this connection, it appears that similar products are offered by both your Energy Branches and Supply Chain locations such as pipe, valves, fittings, tools, and safety supplies.

 R

March 26, 2014

Via E -mail
Mr. R aymond W. Chang
Vice President and General Counsel
NOW Inc.
7402 North Eldridge Parkway
Houston , Texas  77041

Re: NOW Inc.
Registration Statement on Form 10-12B
Filed February 26, 2014
  File No.  1-36325

Dear Mr. Chang :

We have reviewed your filing an d 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Registration Statement on Form 10 -12B

General

1. We note your statement in several places in the document that you will provide in
subsequent amendments certain information, such as information regarding your
compensation programs, the description o f indebtedness and terms of your credit facility,
and the treatment of outstanding N ational Oilwell Varco (“NOV”)  equity awards and
stock options.  Please file all omitted exhibits and provide other omitted disclosure as
soon as possible.  We will need ade quate time to review and, if necessary, comment upon
your disclosure.

Raymond W. Chang
NOW Inc.
March 26, 2014
Page 2

 Information Statement

Our Competitive Strengths, page 6

2. We note your disclosure here that you are one of the “global market leaders ” in the
distribution of MRO products to the energy market.  You make similar disclosures
regarding your leadership position elsewhere in your information statement, including on
pages 7 and 45.   Please provide the basis for these statements .

Our Business  Strategy, page 7

Questions and Answers about the Separation and the Distribution, page 9

3. Please add a question and answer discussing  the estimated costs you expect to incur  in
connection with the separation and distribution .

Risks Relating to Our Business, page 21

4. We note your disclosure on page 24 under the risk factor titled “If steel prices rise...” that
you manufacture many of your products from steel.  To help the investor assess the
magnitude of this risk, please disclose the proportion of overall revenue derived  from
your sale of products  manufactured from steel .

Cautionary Statement Concerning Forward -Looking Statements, page 32

5. It does not appear appropriate to suggest that the word ''will'' identifies the uncertainties
associated with forward -looking statements.  Please revise accordingly.

Management’s Discussion and Analysis, page 62

6. Your MD&A should provide a disclosure of all material trends  or uncertainties that have
reasonably  affected or are likely to impact your operating resul ts.  In this regard, please
consider supplementing your discussion of rig counts and hydrocarbon prices with a
discussion of the trends in steel prices.  We note your related disclosure  on pages 24, 25,
66, and 79.

Results of Operations, page 66

7. Please revise and expand your disclosure for each period presented to quantify underlying
activities that generated income statement variances.  For example, please quantify the
year-over-year changes in revenues and costs attributable to the Wilson and CE  Franklin
acquisitions versus other factors, if material.  Your revised disclosure should address
causal factors impacting each income statement line item.  Please also consider this

Raymond W. Chang
NOW Inc.
March 26, 2014
Page 3

 comment as it relates to the pro forma analysis beginning on page 70 of y our filing.
Refer to Item 303(A)(3) of Regulation S -K and related guidance.

8. Please expand this section to include a discussion of your operating expenses .  In this
regard, we note the disclosure on page F -4 that you incurred $3.9 billion in cost of
revenue during the fiscal year ended December 31, 2013. Describe any significant
components of your expenses that are necessary to an understanding of your operating
results.

9. Your discussion under this section s hould provide enough detail to allow investors to
gauge whether your past operating results are indicative of future performance.  In this
regard, we  note your attribution of operating profit percentage gains on page 69 to
“synergies realized in the business.”  Please explain the nature of these synergies.

Pro Forma Results of Operations , page 70

10. We note that you have provided a supplemental discussion regarding operating results
based upon pro forma information.   Please expand your disclosure to explain why you
believe the presentation of a pro forma discussion is useful and identify any potential
risks asso ciated with using such a presentation.  In addition, please provide narrative
disclosure explaining the adjustments made to calculate the pro forma information
presented .

11. In connection with the preceding comment , we note that you have provided pro forma
analysis comparing the fiscal years ended December 31, 2012 and December 31, 2011.
However, it appears that a n analy sis for these periods should be limited to a discussion of
pro forma revenue and costs of revenue.  Please revise your disclosure accordingly.

Non-GAAP Financial M easures and Reconciliations, page 73

12. Please revise your disclosure to explain the nature of  the “Other costs” that are added to
GAAP operating profit as part of the non -GAAP reconciliation presented in your filing.
Refer to Item 10(e)(i)(B) of Regulation S -K.

Liquidity and Capital Resources, page 74

13. Please expand your discussion of capital expenditures to disclose how much you have
spent and anticipate spending in 2014 and how you intend to finance such expenditures
following your separation from NOV .

14. You state that “ Net cash flows provided by operat ing activities in 2013 were $317
million, up from $12 million used in 2012 driven by net income of $147 million, a $23
million reduction in receivables as a result of improved collections and a decrease of
$158 million in inventory as management actively r educed inventory levels in line with

Raymond W. Chang
NOW Inc.
March 26, 2014
Page 4

 lower market volumes.”  Please expand your discussion to better explain the variance in
net cash provided by operating activities in 2013 and the net cash used in operating
activities in 2012.  In this regard, we note t hat net income in 2012 was $108 million, such
that the difference in net income, reduction in receivables and decrease in inventory
would not adequately explain the $329 million variance between 2012 and 2013.

15. Once you enter into the credit facility contemplated in the “Description of Indebtedness”
section on page 95, please be sure to expand this section to discuss any terms or
restrictive covenants that may have a material impact on your ability to fulfill you r
commitments for capital expenditures .

16. You state on page 75 your belief that “cash on hand, cash generated from operations and
amounts available under our credit facilities will be sufficient to fund operations .  .  .”
As it appears you currently intend to secure only  one credit facility, p lease  revise this
statement.

Certain Relationships and Related -Party Transactions, page 86

Financial Statements of NOW, Inc.

Combined Statements of Income, page F -4

17. Disclosure in your filing regarding your Energy Branches states that you have a team of
technical professionals wh o provide expertise in applied products, and applications, such
as artificial lift systems, coatings, electrical products, gas meter runs, and valve actuation.
Please tell us whether  you offer services to your customers and explain your
consideration of t he requirement to separately present revenues from the sale of tangible
products and revenues from services on the face of your statement of income.   Refer to
Rules 5 -03(b)(1) and 5 -03(b)(2) of Regulation S -X.

Note 2 - Summary of Significant Accounting Policies, page F -8

Revenue Recognition, page F -10

18. Please revise to provide revenue recognition policy disclosure tailored to your business.
Your revised policy should address your policies with regard to both products and
services offered to your custom ers.  With regard to product sales, please address sales
from supply stores, sales from your website, and sales from dedicated customer on -site
locations.  Refer to SAB Topic 13 .

Note 9 – Commitments and C ontingencies, page F -15

19. You refer here to “the specific case referred to above ,” but it is not clear to which case
you are referring.  Please revise your disclosure for clarity.

Raymond W. Chang
NOW Inc.
March 26, 2014
Page 5

Note 12 – Business Segments and Primary End -Market, page F -21

20. We note that you have provided disclosure of revenues by primary end -market  (i.e.,
Energy Branches and Supply C hain locations ).  Please provide us with your analysis of
FASB ASC 280 -10-50-40 to explain your basis for grouping multiple products offered to
your customers.   In this connection, it appears that simil ar products are offered by both
your Energy Branches and Supply C hain locations  such as pipe, valves, fittings, tools ,
and safety supplies.

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 a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 Commi ssion or any person under the federal securities laws of the United States.

You may contact Sandra Eisen  at (202) 551 -3864 or Ethan Horowitz  at (202) 551 -3311  if
you have questions regarding comments on the financial statements and related matters .  Pleas e
contact PJ Hamidi at (202) 551 -3421 , or, in his absence, the undersigned  at (202) 551 -3611 with
any other questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Branch Chief
cc: J. Eric Johnson
 Locke Lord LLP