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 July 25, 1997, with respect to the consolidated financial
  statements of National-Oilwell, Inc. and its predecessor, as amended, included
  in this Form 10-K/A.



                                                  ERNST & YOUNG LLP

  Houston, Texas
  August 15, 1997