UNITED STATES 
                    SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 
 
                              SCHEDULE 13D 
 
                    Under the Securities Exchange Act of 1934 
                             (Amendment No. 3) 
 
                         Varco International, Inc.
                             (Name of Issuer) 
 
                    Common Stock, $1.00 par value per share  
                         (Title of Class of Securities) 
 
                              922126-10-7     
                             (CUSIP Number) 
 
          Lawrence O'Donnell, III, Esq., Baker Hughes Incorporated  
3900 Essex Lane, Suite 1200, Houston, Texas  77027, Tel. No. (713) 439-8600 
       (Name, Address and Telephone Number of  Person Authorized to  
                    Receive Notices and Communications) 
 
                              April 26, 1996  
         (Date of Event which Requires Filing of this Statement) 
 
If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the 
following box [ ]. 
 
Check the following box if a fee is being paid with the statement [ ]. (A 
fee is not required only if the reporting person: (1) has a previous 
statement on file reporting beneficial ownership of more than five percent 
of the class of securities described in Item 1; and (2) has filed no 
amendment subsequent thereto reporting beneficial ownership of five percent 
or less of such class.) (See Rule 13d-7). 
 
Note: Six copies of this statement, including all exhibits, should be filed 
with the Commission.  See Rule 13d-1(a) for other parties to whom copies 
are to be sent. 
 
*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 on 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). 
 



                              SCHEDULE 13D
CUSIP No.      922126 10 7                             Page 2 of 6
 
1    NAME OF REPORTING PERSON 
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
     Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes") 
     76-0207995 
- --------------------------------------------------------------------------- 
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (A)  [ ] 
                                                            (B)  [ ] 
- --------------------------------------------------------------------------- 
3    SEC USE ONLY 
- --------------------------------------------------------------------------- 
4    SOURCE OF FUNDS 
     00   
- --------------------------------------------------------------------------- 
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED         [ ] 
     PURSUANT TO ITEMS 2(d) OR 2(E) 
- ---------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION 
     Delaware 
- ---------------------------------------------------------------------------
                         7    SOLE VOTING POWER 
     NUMBER OF                6,346,041
      SHARES                  ---------------------------------------------
   BENEFICIALLY          8    SHARED VOTING POWER
     OWNED BY                 --------------------------------------------- 
      EACH               9    SOLE DISPOSITIVE POWER 
    REPORTING                 6,346,041
     PERSON                   ---------------------------------------------
      WITH              10    SHARED DISPOSITIVE POWER 
                              ---------------------------------------------
- ---------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     6,346,041
- ---------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES   [ ] 
     CERTAIN SHARES 
- ---------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     21.0%
- ---------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON 
     CO 
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 
 
 

                               Amendment No. 3 
                                     to 
                                Schedule 13D 
                                     of 
                          Baker Hughes Incorporated 

     The following Items of the Schedule 13D of Baker Hughes Incorporated, a
Delaware corporation ("Baker Hughes"), for the event dated September 29,
1988, as amended by Amendment No. 1 thereto for the event dated August 3,
1990, and Amendment No. 2 thereto for the events dated November 28, 1990 and
December 5, 1990, in each case, relating to the Common Stock, $1.00 par value
per share (the "Common Stock"), of Varco International, Inc., a California
corporation ("Varco"), are hereby amended as follows:
 
Item 1:   Security and Issuer. 
  
     This Statement relates to the Common Stock of Varco.  The address of the
principal executive office of Varco is 800 North Eckhoff Street, Orange,
California 92668.

Item 2:   Identity and Background.

     This Statement is filed on behalf of Baker Hughes, a provider of
products and services to the oil, gas and process industries, organized under
the laws of the State of Delaware.  The address of the principal executive
office of Baker Hughes is 3900 Essex Lane, Houston, Texas 77027.

     (d)  During the past five years, Baker Hughes has not been convicted in
any criminal proceeding (excluding traffic violations and similar
misdemeanors).  

     (e)  During the past five years, Baker Hughes has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or
state securities laws or finding any violation with respect to such laws.
 
Item 3:   Source and Amount of Funds or Other Consideration.

     Pursuant to the Asset Purchase Agreement by and between Varco and Baker
Hughes dated as of August 10, 1988 ("Agreement No. 1"), Varco, as part of the
purchase price for certain assets of Baker Hughes, issued and delivered to
Baker Hughes 3,000,000 shares of the Common Stock of Varco and a warrant (the
"Warrant") to purchase, prior to September 29, 1991, 1,000,000 shares of
Common Stock at an initial exercise price of $4.375 per share (subject to
adjustment).  Baker Hughes exercised the Warrant in full on December 5, 1990
for an adjusted exercise price of $4.00 per share.  The $4 million used to
exercise the Warrant was obtained from Baker Hughes' general corporate funds.
 
     Pursuant to the Asset Purchase Agreement by and between Varco and Baker
Hughes dated as of August 1, 1990 ("Agreement No. 2"), Varco, as part of the
purchase price for certain assets of Baker Hughes, issued and delivered to
Baker Hughes 2,346,041 shares of the Common Stock. 

Item 4:   Purpose of Transaction 

     Baker Hughes has agreed with Varco in Agreement No. 2 to restrict its
disposition of shares which consist of more than 3% of the total number of
Varco's outstanding Common Stock during any six month period on the open
market without first offering the excess of such shares to Varco.  In
addition, Baker Hughes has agreed that it would not dispose of more than 5%
of the total number of Varco's outstanding Common Stock in a privately
negotiated transaction or series of transactions, without first offering such
shares to Varco.  For further details, see Section 9.12 of Agreement No. 2,
which is incorporated herein by reference.

     Baker Hughes has also agreed in Agreement No. 2 that so long as it owns
any shares of Common Stock acquired pursuant to Agreement No. 1 or Agreement
No. 2, and in any event until November 28, 1997, it would not acquire
additional shares of Varco if such purchase would result in Baker Hughes'
percentage stock ownership in Varco exceeding approximately 21.8% of the
total number of shares then outstanding.  Baker Hughes also has agreed not to
participate in any solicitation of proxies with respect to Varco during such
period.  However, if Varco should default in its payment of certain
promissory notes or royalty payments owed to Baker Hughes for a period of 30
days after written notification of such default by Baker Hughes as described
in Section 3 and 19.3 of Agreement No. 2, Baker Hughes would not be subject
to such restrictions until such default has been cured.

     Pursuant to Section 12.01 of Agreement No. 1, Baker Hughes designated
James D. Woods (currently Chairman and Chief Executive Officer of Baker
Hughes) to be elected to Varco's Board of Directors.  This directorship added
one member to Varco's Board of Directors and did not result in any charter or
bylaw amendments.

     Varco has granted Baker Hughes certain registration rights with respect
to the Common Stock owned by Baker Hughes.

     On April 26, 1996, Varco filed a Registration Statement on Form S-3
under the Securities Act of 1933, as amended, pursuant to demand for
registration made by Baker Hughes.  That Registration Statement contemplates
the sale in an underwritten public offering of 6,346,041 shares of Common
Stock owned by Baker Hughes and 250,000 shares of Common Stock owned by
another stockholder. The Registration Statement also relates to an additional
989,406 shares of Common Stock underlying an over-allotment option to be
granted by Varco to the underwriters for the offering.  Completion of the
offering contemplated by the Registration Statement is dependent on market
conditions.  If such offering is completed, Baker Hughes ownership of shares
of Common Stock will be reduced by the shares so sold.  If all of the shares
owned by Baker Hughes subject to the Registration Statement are sold, Baker
Hughes will own no shares of Common Stock.

     While Baker Hughes has no current intention of acquiring or disposing of
any shares except as set forth above, such intention may change in light of
facts and circumstances that may arise in future dealings in the marketplace.

Item 5.   Interest in Securities of the Issuer 

     Since December 5, 1990, Baker Hughes has owned 6,346,041 shares of
Common Stock.  Baker Hughes beneficially owns approximately 21.0% of Varco's
outstanding Common Stock (based upon information that Varco provided to Baker
Hughes).  Baker Hughes has the sole power to vote and dispose of the shares
subject to the matters described in Item 4.

Item 6:  Contracts, Arrangements, Understandings or Relationships with 
Respect to Securities of the Issuer. 
 
     A description of certain contracts, arrangements, understandings or
relationships with respect to the Common Stock is contained in Item 4.  Such
description and the provisions in Agreement No. 1 and Agreement No. 2 are
incorporated by reference herein.
 
Item 7:  Material to be Filed as Exhibits 
 
7.1  Asset Purchase Agreement dated as of August 10, 1988, between Baker
Hughes and Varco.*

7.2  Asset Purchase Agreement dated as of August 1, 1990 between Baker Hughes
and Varco.**

*  Filed previously as an Exhibit to the reporting person's Schedule 13D for
the event dated September 29, 1988, and incorporated herein by reference.

** Filed previously as an Exhibit to the reporting person's Amendment No. 1
to Schedule 13D for the event dated August 3, 1990, and incorporated herein
by reference.

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, correct 
and complete. 
                                        BAKER HUGHES INCORPORATED 

 
Date:  April 30, 1996                   By: /s/ Lawrence O'Donnell, III
                                        -----------------------------------
                                        Lawrence O'Donnell, III
                                        Vice President, General Counsel and 
                                        Corporate Secretary of Baker Hughes 
                                        Incorporated