<PAGE>
 
   As filed with the Securities and Exchange Commission on February 12, 1997
                                                           Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                             --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             --------------------

                           VARCO INTERNATIONAL, INC.

         (Exact name of registrant as specified in its charter)

                  California                         95-0472620
        (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)
                             --------------------

          743 North Eckhoff Street
             Orange, California
            (Address of Principal                    92868
             Executive Offices)                    (Zip Code)
                             --------------------

                            1990 Stock Option Plan
                           (Full title of the plan)
 
 
                              RICHARD A. KERTSON
              Vice President-Finance and Chief Financial Officer
                           743 North Eckhoff Street
                           Orange, California  92868

                    (Name and address of agent for service)

                                (714) 978-1900
             (Telephone number, including area code, of agent for
                                   service)
                              --------------------  

The Commission is requested to send copies of all communications to:

                             LARRY M. MEEKS, ESQ.
                           Pircher, Nichols & Meeks
                     1999 Avenue of the Stars, Suite 2600
                        Los Angeles, California  90067
                                (310) 201-8903

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                    Proposed               Proposed maximum
Title of securities     Amount to be                maximum offering       aggregate offering        Amount of
to be registered        registered                  price per unit         price                     registration fee
---------------------------------------------------------------------------------------------------------------------
<S>                     <C>                         <C>                    <C>                       <C>
                                                                                                   
Common Stock            2,000,000 shares            $24.9375(1)            $49,875,000(1)            $15,113.64
=====================================================================================================================
</TABLE> 
 
(1)  Estimated solely for purpose of calculating the registration fee based on
     the average of the high and low prices reported on the NYSE Composite Tape
     on February 6, 1997.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have heretofore been filed by Varco
International, Inc. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated by reference in
this registration statement:

          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1995.

          (2) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1996, June 30, 1996 and September 30, 1996.

          (3) The description of the Company's Common Stock contained in the
     Company's Form 8-A Registration Statement filed May 29, 1981, including any
     amendment or report filed for the purpose of updating such description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from their respective dates of filing.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Common Stock registered pursuant to this Registration
Statement has been passed upon for the Company by Pircher, Nichols & Meeks, of
which Leo J. Pircher, a director of the Company, is a partner.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 204(a)(10) of the California General Corporation Law (the "GCL")
permits a corporation, in its Articles of Incorporation, to eliminate or limit
the personal liability of directors for monetary damages in an action brought by
or in the right of the corporation (a "derivative action") for breach of a
director's duties to the corporation provided, however, that such a provision
may not eliminate or limit the liability of directors for (1) acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law;
(2) acts or omissions that a director believes to be contrary to the best
interests of the

                                       1
<PAGE>
 
corporation or its shareholders or that involve the absence of good faith on the
part of the director; (3) any transaction from which the director derived an
improper personal benefit; (4) acts or omissions that show a reckless disregard
for the director's duty to the corporation or its shareholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders; (5) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders; (6) transactions between a
corporation and its directors or corporations having interrelated directors
under Section 310 of the GCL; or (7) improper distributions to shareholders,
loans or guaranties under Section 316 of the GCL.

     Section 204(a)(11) of the GCL permits a corporation in its Articles of
Incorporation to provide for indemnification of directors, officers, employees
and other agents by bylaw, agreement or otherwise in excess of that expressly
permitted by Section 317 of the GCL except that provision may not be made for
indemnification which is expressly prohibited by Section 317 of the GCL or for
acts or omissions from which a director may not be relieved of liability under
Section 204(a)(10) of the GCL.

     Section 317(b) of the GCL permits a corporation to indemnify a director,
officer, employee or other agent against expenses, judgments, fines, settlements
and other amounts incurred in connection with any proceeding other than a
derivative action if he acted in good faith and in a manner he reasonably
believed to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.

     With respect to derivative actions, Section 317(c) of the GCL permits a
corporation to indemnify a director, officer, employee or other agent against
expenses incurred in connection with the defense or settlement of such an action
if he acted in good faith and in a manner which he believed to be in the best
interests of the corporation and its shareholders.  Under Section 317(c),
indemnification in a derivative action is not permitted (1) with respect to any
matter in which the person seeking indemnification is held to be liable to the
corporation in the performance of his duties to the corporation and its
shareholders unless and only to the extent that the court in which the
proceeding was brought determines that, in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
expenses and then only to the extent that such court shall determine; (2) for
any amount paid in settling or otherwise disposing of a pending action without
court approval; or (3) for expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval.

     Section 317(d) of the GCL requires a corporation to indemnify any director,
officer, employee or other agent for all expenses actually and reasonably
incurred by him in any proceeding to the extent that he is successful on the
merits.

     The Company's Amended and Restated Articles of Incorporation (1) eliminate
the liability of directors for monetary damages to the fullest extent permitted
under California law and (2) permit the Company to provide indemnification to
directors, officers, employees and other agents by bylaw provisions, agreements,
vote of shareholders or

                                       2
<PAGE>
 
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the GCL subject only to the limits set
forth in Section 204 of the GCL.

     The Bylaws of the Company generally require indemnification of any officer
or director of the Company for all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) incurred in any action, suit or
proceeding by reason of the fact that he is or was a director of the Company
except to the extent that such indemnification would be expressly prohibited
under California law or the Company's Amended and Restated Articles of
Incorporation.

     The Company is a party to an Indemnity Agreement with each of its directors
and executive officers which generally provides the indemnitee with a
contractual right to indemnification for all Expenses (which is defined to
include attorneys' fees and amounts paid in settlement), judgments, fines,
penalties and ERISA excise taxes incurred in any action, suit or proceeding by
reason of his position with the Company, except to the extent that such
indemnification is prohibited by California law.

     The Company also maintains a liability insurance policy under which
officers and directors are generally indemnified against losses and liability
(including costs, expenses, settlements and judgments) incurred by them in such
capacities, other than specified excluded losses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1   Amended and Restated Articles of Incorporation of the Company,
           incorporated by reference to Exhibit 3.1 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1995.
     *4.2  1990 Stock Option Plan, as amended.
     *5    Opinion of Pircher, Nichols & Meeks.
     *23.1 Consent of Ernst & Young LLP.
     *23.2 Consent of Pircher, Nichols & Meeks (included in Exhibit 5).
     *24   Power of Attorney.
_____________
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

                                       3
<PAGE>
 
               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement;

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by reference
     in this registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director,

                                       4
<PAGE>
 
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on February 11, 1997.

                              VARCO INTERNATIONAL, INC.


                              By:  /s/Richard A. Kertson
                                   -------------------------------------
                                    Richard A. Kertson
                                    Vice President-Finance


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
         Signature                       Title                   Date
         ---------                       -----                   ----
<S>                               <C>                      <C>
                                  President and Chief
                                  Executive Officer and
                                  Director
    *GEORGE BOYADJIEFF            (Principal Executive
---------------------------       Officer)                 February 11,  1997
     George Boyadjieff
 
                                  Vice President-Finance
                                  and Chief Financial
                                  Officer
   /s/Richard A. Kertson          (Principal Financial
---------------------------       Officer)                 February 11, 1997
     Richard A. Kertson
 
                                  Controller-Treasurer
                                  and Chief Accounting
                                  Officer
   /s/Donald L. Stichler          (Principal Accounting
---------------------------       Officer)                 February 11, 1997
     Donald L. Stichler

    *WALTER B. REINHOLD           Director                 February 11, 1997
---------------------------
     Walter B. Reinhold

     *TALTON R. EMBRY             Director                 February 11, 1997
---------------------------
      Talton R. Embry
</TABLE> 

                                       6
<PAGE>
 
<TABLE>
<S>                               <C>                      <C>

       *ANDRE R. HORN             Director                 February 11, 1997
---------------------------
        Andre R. Horn

    *MAURICE E. JACQUES           Director                 February 11, 1997
---------------------------
     Maurice E. Jacques

     *JACK W. KNOWLTON            Director                 February 11, 1997
---------------------------
      Jack W. Knowlton

      *LEO J. PIRCHER             Director                 February 11, 1997
---------------------------
       Leo J. Pircher

     *CARROLL W. SUGGS            Director                 February 11, 1997
---------------------------
      Carroll W. Suggs

   *ROBERT A. TEITSWORTH          Director                 February 11, 1997
---------------------------
    Robert A. Teitsworth

      *EUGENE R. WHITE            Director                 February 11, 1997
---------------------------
       Eugene R. White

      *JAMES D. WOODS             Director                 February 11, 1997
---------------------------
       James D. Woods

*By   /s/Richard A. Kertson
    -----------------------
       Richard A. Kertson
        Attorney-in-fact

</TABLE>

                                       7
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit                                                                     Page
-------                                                                     ----

4.1      Amended and Restated Articles of Incorporation of the 
         Company, incorporated by reference to Exhibit 3.1 to the 
         Company's Annual Report on Form 10-K for the year ended 
         December 31, 1995.

4.2      1990 Stock Option Plan, as amended.

5        Opinion of Pircher, Nichols & Meeks.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Pircher, Nichols & Meeks (included in Exhibit 5).

24       Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19804}]
{"company-data": {"conformed-name": "VARCO INTERNATIONAL INC", "cik": "0000102993", "assigned-sic": "3533", "irs-number": "950472620", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21681", "film-number": "97527983"}, "business-address": {"street1": "743 N ECKHOFF ST", "city": "ORANGE", "state": "CA", "zip": "92668", "phone": "7149781900"}, "mail-address": {"street1": "743 NO ECKHOFF STREET", "city": "ORANGE", "state": "CA", "zip": "92668"}}
As filed with the Securities and Exchange Commission on February 12, 1997
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                             --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             --------------------

                           VARCO INTERNATIONAL, INC.

         (Exact name of registrant as specified in its charter)

                  California                         95-0472620
        (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)
                             --------------------

          743 North Eckhoff Street
             Orange, California
            (Address of Principal                    92868
             Executive Offices)                    (Zip Code)
                             --------------------

                            1990 Stock Option Plan
                           (Full title of the plan)
 
 
                              RICHARD A. KERTSON
              Vice President-Finance and Chief Financial Officer
                           743 North Eckhoff Street
                           Orange, California  92868

                    (Name and address of agent for service)

                                (714) 978-1900
             (Telephone number, including area code, of agent for
                                   service)
                              --------------------  

The Commission is requested to send copies of all communications to:

                             LARRY M. MEEKS, ESQ.
                           Pircher, Nichols & Meeks
                     1999 Avenue of the Stars, Suite 2600
                        Los Angeles, California  90067
                                (310) 201-8903

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

                        CALCULATION OF REGISTRATION FEE
Proposed               Proposed maximum
Title of securities     Amount to be                maximum offering       aggregate offering        Amount of
to be registered        registered                  price per unit         price                     registration fee
---------------------------------------------------------------------------------------------------------------------
Common Stock            2,000,000 shares            $24.9375(1)            $49,875,000(1)            $15,113.64
=====================================================================================================================
(1)  Estimated solely for purpose of calculating the registration fee based on
     the average of the high and low prices reported on the NYSE Composite Tape
     on February 6, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have heretofore been filed by Varco
International, Inc. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 are incorporated by reference in
this registration statement:

          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1995.

          (2) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1996, June 30, 1996 and September 30, 1996.

          (3) The description of the Company's Common Stock contained in the
     Company's Form 8-A Registration Statement filed May 29, 1981, including any
     amendment or report filed for the purpose of updating such description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from their respective dates of filing.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Common Stock registered pursuant to this Registration
Statement has been passed upon for the Company by Pircher, Nichols & Meeks, of
which Leo J. Pircher, a director of the Company, is a partner.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 204(a)(10) of the California General Corporation Law (the "GCL")
permits a corporation, in its Articles of Incorporation, to eliminate or limit
the personal liability of directors for monetary damages in an action brought by
or in the right of the corporation (a "derivative action") for breach of a
director's duties to the corporation provided, however, that such a provision
may not eliminate or limit the liability of directors for (1) acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law;
(2) acts or omissions that a director believes to be contrary to the best
interests of the

                                       1
corporation or its shareholders or that involve the absence of good faith on the
part of the director; (3) any transaction from which the director derived an
improper personal benefit; (4) acts or omissions that show a reckless disregard
for the director's duty to the corporation or its shareholders in circumstances
in which the director was aware, or should have been aware, in the ordinary
course of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders; (5) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders; (6) transactions between a
corporation and its directors or corporations having interrelated directors
under Section 310 of the GCL; or (7) improper distributions to shareholders,
loans or guaranties under Section 316 of the GCL.

     Section 204(a)(11) of the GCL permits a corporation in its Articles of
Incorporation to provide for indemnification of directors, officers, employees
and other agents by bylaw, agreement or otherwise in excess of that expressly
permitted by Section 317 of the GCL except that provision may not be made for
indemnification which is expressly prohibited by Section 317 of the GCL or for
acts or omissions from which a director may not be relieved of liability under
Section 204(a)(10) of the GCL.

     Section 317(b) of the GCL permits a corporation to indemnify a director,
officer, employee or other agent against expenses, judgments, fines, settlements
and other amounts incurred in connection with any proceeding other than a
derivative action if he acted in good faith and in a manner he reasonably
believed to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.

     With respect to derivative actions, Section 317(c) of the GCL permits a
corporation to indemnify a director, officer, employee or other agent against
expenses incurred in connection with the defense or settlement of such an action
if he acted in good faith and in a manner which he believed to be in the best
interests of the corporation and its shareholders.  Under Section 317(c),
indemnification in a derivative action is not permitted (1) with respect to any
matter in which the person seeking indemnification is held to be liable to the
corporation in the performance of his duties to the corporation and its
shareholders unless and only to the extent that the court in which the
proceeding was brought determines that, in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
expenses and then only to the extent that such court shall determine; (2) for
any amount paid in settling or otherwise disposing of a pending action without
court approval; or (3) for expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval.

     Section 317(d) of the GCL requires a corporation to indemnify any director,
officer, employee or other agent for all expenses actually and reasonably
incurred by him in any proceeding to the extent that he is successful on the
merits.

     The Company's Amended and Restated Articles of Incorporation (1) eliminate
the liability of directors for monetary damages to the fullest extent permitted
under California law and (2) permit the Company to provide indemnification to
directors, officers, employees and other agents by bylaw provisions, agreements,
vote of shareholders or

                                       2
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the GCL subject only to the limits set
forth in Section 204 of the GCL.

     The Bylaws of the Company generally require indemnification of any officer
or director of the Company for all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) incurred in any action, suit or
proceeding by reason of the fact that he is or was a director of the Company
except to the extent that such indemnification would be expressly prohibited
under California law or the Company's Amended and Restated Articles of
Incorporation.

     The Company is a party to an Indemnity Agreement with each of its directors
and executive officers which generally provides the indemnitee with a
contractual right to indemnification for all Expenses (which is defined to
include attorneys' fees and amounts paid in settlement), judgments, fines,
penalties and ERISA excise taxes incurred in any action, suit or proceeding by
reason of his position with the Company, except to the extent that such
indemnification is prohibited by California law.

     The Company also maintains a liability insurance policy under which
officers and directors are generally indemnified against losses and liability
(including costs, expenses, settlements and judgments) incurred by them in such
capacities, other than specified excluded losses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1   Amended and Restated Articles of Incorporation of the Company,
           incorporated by reference to Exhibit 3.1 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1995.
     *4.2  1990 Stock Option Plan, as amended.
     *5    Opinion of Pircher, Nichols & Meeks.
     *23.1 Consent of Ernst & Young LLP.
     *23.2 Consent of Pircher, Nichols & Meeks (included in Exhibit 5).
     *24   Power of Attorney.
_____________
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

                                       3
(i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment hereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement;

               (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by reference
     in this registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director,

                                       4
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on February 11, 1997.

                              VARCO INTERNATIONAL, INC.

                              By:  /s/Richard A. Kertson
                                   -------------------------------------
                                    Richard A. Kertson
                                    Vice President-Finance

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                       Title                   Date
         ---------                       -----                   ----
President and Chief
                                  Executive Officer and
                                  Director
    *GEORGE BOYADJIEFF            (Principal Executive
---------------------------       Officer)                 February 11,  1997
     George Boyadjieff
 
                                  Vice President-Finance
                                  and Chief Financial
                                  Officer
   /s/Richard A. Kertson          (Principal Financial
---------------------------       Officer)                 February 11, 1997
     Richard A. Kertson
 
                                  Controller-Treasurer
                                  and Chief Accounting
                                  Officer
   /s/Donald L. Stichler          (Principal Accounting
---------------------------       Officer)                 February 11, 1997
     Donald L. Stichler

    *WALTER B. REINHOLD           Director                 February 11, 1997
---------------------------
     Walter B. Reinhold

     *TALTON R. EMBRY             Director                 February 11, 1997
---------------------------
      Talton R. Embry
6
*ANDRE R. HORN             Director                 February 11, 1997
---------------------------
        Andre R. Horn

    *MAURICE E. JACQUES           Director                 February 11, 1997
---------------------------
     Maurice E. Jacques

     *JACK W. KNOWLTON            Director                 February 11, 1997
---------------------------
      Jack W. Knowlton

      *LEO J. PIRCHER             Director                 February 11, 1997
---------------------------
       Leo J. Pircher

     *CARROLL W. SUGGS            Director                 February 11, 1997
---------------------------
      Carroll W. Suggs

   *ROBERT A. TEITSWORTH          Director                 February 11, 1997
---------------------------
    Robert A. Teitsworth

      *EUGENE R. WHITE            Director                 February 11, 1997
---------------------------
       Eugene R. White

      *JAMES D. WOODS             Director                 February 11, 1997
---------------------------
       James D. Woods

*By   /s/Richard A. Kertson
    -----------------------
       Richard A. Kertson
        Attorney-in-fact
7
EXHIBIT INDEX

Exhibit                                                                     Page
-------                                                                     ----

4.1      Amended and Restated Articles of Incorporation of the 
         Company, incorporated by reference to Exhibit 3.1 to the 
         Company's Annual Report on Form 10-K for the year ended 
         December 31, 1995.

4.2      1990 Stock Option Plan, as amended.

5        Opinion of Pircher, Nichols & Meeks.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Pircher, Nichols & Meeks (included in Exhibit 5).

24       Power of Attorney.