UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~January~~February 149, 2005

Date of Report (Date of earliest event reported)

VARCO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-13309		76-0252850
(State of Incorporation)		(Commission File Number)		(IRS ~~EmployerIdentification~~Employer Identification Number)

2000 W. Sam Houston Parkway South,

Suite 1700

Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(281) 953-2200

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~January~~February 149, 2005, Varco International, Inc. ~~(“Varco”)~~issued ~~entered into~~a ~~Amendment~~press ~~No.~~release announcing 1,its ~~Consent,~~financial ~~and~~results ~~Agreement~~for (the ~~“Amendment”)~~quarter by and ~~among~~year ~~Varco,~~ended ~~the~~December ~~lenders to the Credit Agreement (as defined below) and Wells Fargo Bank~~31, ~~National Association, as administrative agent for the lenders (the “Amendment”)~~2004. ~~Pursuant~~A tocopy ~~the Amendment, Varco amended its existing Credit Agreement, dated as~~ of ~~June~~the ~~30,~~press ~~2004,~~release ~~among~~is ~~Varco,~~furnished ~~Wells~~herewith ~~Fargo Bank Texas, National Association,~~ as ~~Administrative~~Exhibit ~~Agent,~~99.1 ~~Bank One, NA,~~ and ~~Comercia~~is ~~Bank~~incorporated ~~as Co-Syndication~~by ~~Agents,~~reference ~~Credit~~herein. ~~Suisse First Boston, as Documentation Agent, and the other banks a party thereto (the “Credit Agreement”), as follows:~~

•The Toinformation ~~consent~~in tothis Current Report, including the ~~merger~~accompanying ofexhibit, is ~~Varco~~being ~~with~~furnished and ~~into~~shall ~~National-Oilwell,~~not ~~Inc.~~be (deemed “~~NOI~~filed”) ~~pursuant~~for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the ~~terms~~liabilities of that ~~certain~~Section. ~~Amended~~The ~~and~~information ~~Restated~~in ~~Agreement~~this ~~and~~Current ~~Plan~~Report ofshall ~~Merger,~~not be ~~effective~~incorporated asby ofreference ~~August~~into 11any registration statement or other document filed pursuant to the Securities Act of 1933, ~~2004~~as amended, byregardless ~~and~~of ~~between~~any ~~Varco~~general ~~and~~incorporation ~~NOI~~language ~~(the~~in ~~“Merger”);~~such filing.

• Effective as of the closing of the Merger, to increase the accordion feature of Varco’s $150.0 million revolver (the “Revolver”) under the Credit Agreement from $50 million to $350 million;

• Effective as of the closing of the Merger, subject to certain limitations, to allow the addition of a multi-currency sub facility to provide Varco the flexibility to borrow in Canadian Dollars, Euros and Pounds Sterling;

• Effective as of the closing of the Merger, to increase the cross-default threshold under the Credit Agreement from $10 million to $50 million;

• To increase the threshold for usage under the Revolver from 33 1/3% to 50%;

• To allow Varco to issue foreign currency letters of credit under the Revolver;

• To eliminate the $75.0 million letter of credit sub limit to allow for letters of credit to be issued up to the full amount of the Revolver; and

• To eliminate a certain representation and warranty.

The Amendment is attached hereto as Exhibit 10.1. The above description is qualified in its entirety by the full text of the Amendment, which is incorporated by reference herein.

Item 9.01 Exhibits.

1099.1 ~~Amendment~~Press ~~No.~~Release ~~1, Consent, and Agreement,~~ dated asFebruary ~~of January 14~~9, 2005, ~~among~~of ~~Varco International, Inc., a Delaware corporation,~~ the ~~lenders party to the Credit Agreement, dated June 30, 2004, and Wells Fargo Bank, National Association, as administrative agent for the Banks~~Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VARCO INTERNATIONAL, INC.		~~VARCO INTERNATIONAL, INC.~~
Date: January 26, 2005			By:	/s/ Clay C. Williams
Date: February 9, 2005	By:	/s/ Clay C. Williams
				Clay C. Williams Vice President and Chief Financial Officer
		Clay C. Williams
		Vice President and Chief Financial Officer

99.1 Press Release dated February 9, 2005 of the Registrant.

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