REGISTRATION RIGHTS AGREEMENT



                          DATED AS OF NOVEMBER 22, 2002



                                      AMONG



                             NATIONAL-OILWELL, INC.



                                       AND



                      MERRILL LYNCH, PIERCE, FENNER & SMITH

                                  INCORPORATED



                         -------------------------------



<PAGE>



                          REGISTRATION RIGHTS AGREEMENT



                  This Registration Rights Agreement (the "Agreement") is made

and entered into this 22nd day of November, 2002 among National-Oilwell, Inc., a

Delaware corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith

Incorporated (the "Initial Purchaser").



                  This Agreement is made pursuant to the Purchase Agreement,

dated November 15, 2002, among the Company and the Initial Purchaser (the

"Purchase Agreement"), which provides for the sale by the Company to the Initial

Purchaser of an aggregate of $200 million principal amount of the Company's

5.65% Senior Notes due 2012 (the "Securities"). In order to induce the Initial

Purchaser to enter into the Purchase Agreement, the Company has agreed to

provide to the Initial Purchaser and their direct and indirect transferees the

registration rights set forth in this Agreement. The execution of this Agreement

is a condition to the closing under the Purchase Agreement.



                In consideration of the foregoing, the parties hereto agree as

follows:



                  1.       Definitions.



                  As used in this Agreement, the following capitalized defined

terms shall have the following meanings:



                  "1933 Act" shall mean the Securities Act of 1933, as amended

         from time to time.



                  "1934 Act" shall mean the Securities Exchange Act of l934, as

         amended from time to time.



                  "Closing Date" shall mean the Closing Time as defined in the

         Purchase Agreement.



                  "Company" shall have the meaning set forth in the preamble and

         shall also include the Company's successors.



                  "Depositary" shall mean The Depository Trust Company, or any

         other depositary appointed by the Company, provided, however, that such

         depositary must have an address in the Borough of Manhattan, in the

         City of New York.



                  "Exchange Offer" shall mean the exchange offer by the Company

         of Exchange Securities for Registrable Securities pursuant to Section

         2.1 hereof.



                                       2



<PAGE>



                  "Exchange Offer Registration" shall mean a registration under

         the 1933 Act effected pursuant to Section 2.1 hereof.



                  "Exchange Offer Registration Statement" shall mean an exchange

         offer registration statement on Form S-4 (or, if applicable, on another

         appropriate form), and all amendments and supplements to such

         registration statement, including the Prospectus contained therein, all

         exhibits thereto and all documents incorporated by reference therein.



                  "Exchange Period" shall have the meaning set forth in Section

         2.1 hereof.



                  "Exchange Securities" shall mean the 5.65% Senior Notes due

         2012, Series B issued by the Company under the Indenture containing

         terms identical to the Securities in all material respects (except for

         references to certain interest rate provisions, restrictions on

         transfers and restrictive legends), to be offered to Holders of

         Securities in exchange for Registrable Securities pursuant to the

         Exchange Offer.



                  "Holder" shall mean the Initial Purchaser, for so long as it

         owns any Registrable Securities, and each of its successors, assigns

         and direct and indirect transferees who become registered owners of

         Registrable Securities under the Indenture and each Participating

         Broker-Dealer that holds Exchange Securities for so long as such

         Participating Broker-Dealer is required to deliver a prospectus meeting

         the requirements of the 1933 Act in connection with any resale of such

         Exchange Securities.



                  "Indenture" shall mean the Indenture relating to the

         Securities, dated as of November 22, 2002, between the Company and The

         Bank of New York, as trustee, as the same may be amended, supplemented,

         waived or otherwise modified from time to time in accordance with the

         terms thereof.



                  "Initial Purchaser" shall have the meaning set forth in the

         preamble.



                  "Majority Holders" shall mean the Holders of a majority of the

         aggregate principal amount of Outstanding (as defined in the Indenture)

         Registrable Securities; provided, however, that whenever the consent or

         approval of Holders of a specified percentage of Registrable Securities

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