National-Oilwell, Inc.
Ticker: NAT 5555 San Felipe
Exchange: New York Stock Exchange Houston, Texas 77056
Industry: Wholesale (713) 960-5100

Type of Shares:Common Shares Filing Date:8/29/96
U.S. Shares:4,000,000 Offer Date:10/28/96
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:4,000,000 Offer Price:$17.00
Secondary Shares:0 Gross Spread:$1.19
Offering Amount: $64,000,000 Selling:$0.72
Expenses:$700,000 Reallowance:$0.10
Shares Out After:17,590,409

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Goldman, Sachs & Co.Co-manager (212) 902-1172
Simmons & CompanyCo-manager (713) 223-7840

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$545.80$294.64$266.44Assets:$259.48
Net Income:$17.64$4.00$9.38Liabilities:$225.50
EPS:$0.30Equity:$33.98

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a worldwide leader in the design, manufacturer and sale of machinery and equipment and in the distribution of maintenance, repair and operating products used in oil and gas drilling and production. The company designs, manufactures and sells drawworks, mud pumps and power swivels, which are the major mechanical components of rigs used to drill oil and gas wells. Many of these components are components are designed specifically for applications in offshore, extended reach and deep land drilling. These components are installed on new drilling and used in the upgrade, refurbishment and repair of existing drilling rigs. A significant portion of the company's business includes the sale of replacement parts for its own manufactured machinery and equipment. The company provides distribution services through its network of 113 distribution service centers located near major drilling and production activity worldwide.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain outstanding indebtedness, essentially all of which was incurred to fund the acquisition of the company and for general corporate purposes.

Last updated: 12/8/96

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