<PAGE>
 
    As filed with the Securities and Exchange Commission on August 16, 1995

                                                    Registration No. 33-

                      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)

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


   743 North Eckhoff Street                                92668
      Orange, California                                 (Zip Code)
(Address of Principal Executive Offices)
</TABLE>

                  The Varco 1980 Employee Stock Purchase Plan
                           (Full title of the plan)

                              RICHARD A. KERTSON
              Vice President-Finance and Chief Financial Officer
                           743 North Eckhoff Street
                           Orange, California  92668
                    (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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================
                                                 Proposed            Proposed
                                                 maximum             maximum
 Title of securities          Amount         offering price         aggregate            Amount of
   to be registered      to be registered       per unit          offering price     registration fee
------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                  <C>                 <C>
Common Stock(1)          1,000,000 shares      $10.9375(2)        $10,937,500(2)         $3,771.55
======================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) Calculated pursuant to Rule 457(c), based on the average of the high and low
    prices for the Common Stock on the New York Stock Exchange Composite Tape
    for August 14, 1995.
<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") or The Varco 1980 Employee Stock Purchase
Plan (the "Plan") 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, 1994.

          (2) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1995 and June 30, 1995.

          (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.

          (4) The Plan's Annual Report on Form 11-K for the fiscal year ended
     March 31, 1995.

     In addition, all documents filed by the Company or the Plan 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.  Mr. Pircher
owns,

                                       1
<PAGE>
 
and has options to purchase, Common Stock of the Company and is eligible to
participate in the Company's 1994 Directors' Stock Option Plan.

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 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

                                       2
<PAGE>
 
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 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.

                                       3
<PAGE>
 
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 to the Company's Quarterly 
           Report on Form 10-Q for the quarter ended June 30, 1995.
     *4.2  The Varco 1980 Employee Stock Purchase Plan, as amended through
           February 16, 1995.
     *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:

               (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.

                                       4
<PAGE>
 
          (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) of Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the annual report of the
Plan 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, 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 August 16, 1995.

                              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)           August 16,  1995
          George Boyadjieff
 
 
                                       Vice President-Finance
                                        and Chief Financial
                                              Officer
         /s/Richard A. Kertson          (Principal Financial
------------------------------------         Officer)           August 16, 1995
            Richard A. Kertson
 
                                        Controller-Treasurer
                                        and Chief Accounting
                                              Officer
         /s/Donald L. Stichler         (Principal Accounting
------------------------------------         Officer)           August 16, 1995
            Donald L. Stichler

         *WALTER B. REINHOLD                  Director          August 16, 1995
------------------------------------
          Walter B. Reinhold
</TABLE>

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

           *TALTON R. EMBRY                   Director          August 16, 1995
------------------------------------
            Talton R. Embry

            *ANDRE R. HORN                    Director          August 16, 1995
------------------------------------
             Andre R. Horn

         *MAURICE E. JACQUES                  Director          August 16, 1995
------------------------------------
          Maurice E. Jacques

         *JACK W. KNOWLTON                    Director          August 16, 1995
------------------------------------
          Jack W. Knowlton

          *LEO J. PIRCHER                     Director          August 16, 1995
------------------------------------
           Leo J. Pircher

          *CARROLL W. SUGGS                   Director          August 16, 1995
------------------------------------
           Carroll W. Suggs

       *ROBERT A. TEITSWORTH                  Director          August 16, 1995
------------------------------------
        Robert A. Teitsworth

            *EUGENE R. WHITE                  Director          August 16, 1995
------------------------------------
             Eugene R. White

            *JAMES D. WOODS                   Director          August 16, 1995
------------------------------------
             James D. Woods

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

                                       7
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, the Plan 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 August 16, 1995.

                                 THE VARCO 1980 EMPLOYEE
                                 STOCK PURCHASE PLAN
 
                                 By      *JACK W. KNOWLTON
                                   ------------------------------
                                        Jack W. Knowlton, Member
                                        of the Compensation Committee,
                                        Administrator of the Plan
 
                                 By      *ROBERT A. TEITSWORTH
                                   ------------------------------
                                        Robert A. Teitsworth, Member
                                        of the Compensation Committee,
                                        Administrator of the Plan
 
                                 By      *JAMES D. WOODS
                                   ------------------------------
                                        James D. Woods, Member
                                        of the Compensation Committee,
                                        Administrator of the Plan



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

                                       8
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                              Page
-------                                                                              ----
<C>       <S>                                                                        <C> 
4.1       Amended and Restated Articles of Incorporation of the Company, 
          incorporated by reference to Exhibit 3 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 1995.

4.2       The Varco 1980 Employee Stock Purchase Plan, as amended through February
          16, 1995.

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.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22061}]
As filed with the Securities and Exchange Commission on August 16, 1995

                                                    Registration No. 33-

                      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 Identification No.)
   incorporation or organization)

   743 North Eckhoff Street                                92668
      Orange, California                                 (Zip Code)
(Address of Principal Executive Offices)
The Varco 1980 Employee Stock Purchase Plan
                           (Full title of the plan)

                              RICHARD A. KERTSON
              Vice President-Finance and Chief Financial Officer
                           743 North Eckhoff Street
                           Orange, California  92668
                    (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

                        CALCULATION OF REGISTRATION FEE
======================================================================================================
                                                 Proposed            Proposed
                                                 maximum             maximum
 Title of securities          Amount         offering price         aggregate            Amount of
   to be registered      to be registered       per unit          offering price     registration fee
------------------------------------------------------------------------------------------------------
Common Stock(1)          1,000,000 shares      $10.9375(2)        $10,937,500(2)         $3,771.55
======================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) Calculated pursuant to Rule 457(c), based on the average of the high and low
    prices for the Common Stock on the New York Stock Exchange Composite Tape
    for August 14, 1995.
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") or The Varco 1980 Employee Stock Purchase
Plan (the "Plan") 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, 1994.

          (2) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1995 and June 30, 1995.

          (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.

          (4) The Plan's Annual Report on Form 11-K for the fiscal year ended
     March 31, 1995.

     In addition, all documents filed by the Company or the Plan 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.  Mr. Pircher
owns,

                                       1
and has options to purchase, Common Stock of the Company and is eligible to
participate in the Company's 1994 Directors' Stock Option Plan.

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 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

                                       2
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 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.

                                       3
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 to the Company's Quarterly 
           Report on Form 10-Q for the quarter ended June 30, 1995.
     *4.2  The Varco 1980 Employee Stock Purchase Plan, as amended through
           February 16, 1995.
     *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:

               (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.

                                       4
(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) of Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the annual report of the
Plan 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, 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 August 16, 1995.

                              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)           August 16,  1995
          George Boyadjieff
 
 
                                       Vice President-Finance
                                        and Chief Financial
                                              Officer
         /s/Richard A. Kertson          (Principal Financial
------------------------------------         Officer)           August 16, 1995
            Richard A. Kertson
 
                                        Controller-Treasurer
                                        and Chief Accounting
                                              Officer
         /s/Donald L. Stichler         (Principal Accounting
------------------------------------         Officer)           August 16, 1995
            Donald L. Stichler

         *WALTER B. REINHOLD                  Director          August 16, 1995
------------------------------------
          Walter B. Reinhold
6
*TALTON R. EMBRY                   Director          August 16, 1995
------------------------------------
            Talton R. Embry

            *ANDRE R. HORN                    Director          August 16, 1995
------------------------------------
             Andre R. Horn

         *MAURICE E. JACQUES                  Director          August 16, 1995
------------------------------------
          Maurice E. Jacques

         *JACK W. KNOWLTON                    Director          August 16, 1995
------------------------------------
          Jack W. Knowlton

          *LEO J. PIRCHER                     Director          August 16, 1995
------------------------------------
           Leo J. Pircher

          *CARROLL W. SUGGS                   Director          August 16, 1995
------------------------------------
           Carroll W. Suggs

       *ROBERT A. TEITSWORTH                  Director          August 16, 1995
------------------------------------
        Robert A. Teitsworth

            *EUGENE R. WHITE                  Director          August 16, 1995
------------------------------------
             Eugene R. White

            *JAMES D. WOODS                   Director          August 16, 1995
------------------------------------
             James D. Woods

*By         /s/Richard A. Kertson
------------------------------------
               Richard A. Kertson
                Attorney-in-fact
7
Pursuant to the requirements of the Securities Act of 1933, the Plan 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 August 16, 1995.

                                 THE VARCO 1980 EMPLOYEE
                                 STOCK PURCHASE PLAN
 
                                 By      *JACK W. KNOWLTON
                                   ------------------------------
                                        Jack W. Knowlton, Member
                                        of the Compensation Committee,
                                        Administrator of the Plan
 
                                 By      *ROBERT A. TEITSWORTH
                                   ------------------------------
                                        Robert A. Teitsworth, Member
                                        of the Compensation Committee,
                                        Administrator of the Plan
 
                                 By      *JAMES D. WOODS
                                   ------------------------------
                                        James D. Woods, Member
                                        of the Compensation Committee,
                                        Administrator of the Plan

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

                                       8
EXHIBIT INDEX
Exhibit                                                                              Page
-------                                                                              ----
4.1       Amended and Restated Articles of Incorporation of the Company, 
          incorporated by reference to Exhibit 3 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended June 30, 1995.

4.2       The Varco 1980 Employee Stock Purchase Plan, as amended through February
          16, 1995.

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.