National Oilwell & Varco to Hold Meetings to Approve Merger

National-Oilwell, Inc. (NYSE:NOI) and Varco International, Inc. (NYSE:VRC) jointly announced that each of the companies will hold special meetings of their respective stockholders on Friday, March 11, 2005, in Houston, Texas to vote on the previously announced merger between the two companies. The record date for the determination of stockholders entitled to vote at these special meetings will be February 3, 2005. The definitive joint proxy statement/prospectus is expected to be mailed on or about February 9, 2005, and will contain important information regarding the proposed merger as well as the exact times and locations of the respective special meetings.

National Oilwell and Varco have responded to the Antitrust Division of the U.S. Department of Justice's request for additional information issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and continue to work with the Justice Department regarding the proposed merger between the companies. At this time, the companies expect to resolve matters related to the Justice Department review and receive regulatory approval prior to the special meetings of the stockholders but there can be no guarantee that this will occur. The companies will continue to provide any appropriate updates on this topic through press releases or 8-K filings.

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