1
                                                                   Exhibit 23.1




                        CONSENT OF INDEPENDENT AUDITORS


  We consent to the incorporation by reference in the Registration Statement
  (Form S-8 No. 333-15859) pertaining to the 1996 Stock Award and Long Term
  Incentive Plan, the National-Oilwell, Inc. Value Appreciation and Incentive
  Plan A and the National-Oilwell, Inc. Value Appreciation and Incentive Plan B
  of our report dated February 4, 1997, with respect to the consolidated
  financial statements of National-Oilwell, Inc. and its predecessor included
  in this Annual Report on Form 10-K for the year ended December 31, 1996.



                                                  ERNST & YOUNG LLP

  Houston, Texas
  March 10, 1997