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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
WASHINGTON, D.C. 20549 Estimated average
burden hours per
response......14.90
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
NATIONAL-OILWELL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
637071 10 1
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(CUSIP Number)
December 15, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 637071 10 1 SCHEDULE 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON WESTBURNE INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,000,000 Shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 3,000,000 Shares
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
None
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.36%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer
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National-Oilwell, Inc. ("National")
Item 1(b). Address of Issuer's Principal Executive Offices
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5555 San Felipe
Houston, Texas 77056
Item 2(a). Name of Persons Filing
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Westburne Inc. ("Westburne")
Item 2(b). Address of Principal Business Office or, if none, Residence
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505 Locke Street
Suite 2000
St. Laurent, Quebec
Canada H42 1X7
Item 2(c). Citizenship
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Westburne is a corporation incorporated under the
laws of Canada.
Item 2(d). Title of Class of Securities
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Common Stock, par value $.01 per share
Item 2(e). CUSIP Number
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637071 10 1
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13(d) - 2(b), check whether the Filing Persons are:
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N/A. Statement is filed under Rule 13d-1(c).
Item 4. Ownership
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(a) Amount beneficially owned: 3,000,000 shares.
(b) Percent of class: 5.36%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
3,000,000 shares.
(ii) Shared power to vote or to direct the vote: N/A.
(iii) Sole power to dispose or direct the disposition
of: 3,000,000 shares.
(iv) Shared power to dispose or to direct the
disposition of: N/A.
Item 5. Ownership of Five Percent or Less of a Class
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N/A.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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N/A.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
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The securities to which this Schedule 13G related were
originally acquired by Westburne Industrial Enterprises
Ltd., a wholly owned subsidiary of Westburne, and thereafter
transferred to Westburne.
Item 8. Identification and Classification of Members of the Group
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N/A.
Item 9. Notice of Dissolution of Group
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N/A.
Item 10. Certification
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(a) N/A.
(b) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
January 14, 1999
WESTBURNE INC.
By: /s/ Rene Merat
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Name: Rene Merat
Title: Vice President, General Counsel
and Secretary
