- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                               SCHEDULE 13E4/A
                         ISSUER TENDER OFFER STATEMENT
                         (PURSUANT TO SECTION 13(E)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934)

                                AMENDMENT NO. 1
 
                           VARCO INTERNATIONAL, INC.
                                (NAME OF ISSUER)
 
                           VARCO INTERNATIONAL, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)
 
                                  COMMON STOCK
                         (TITLE OF CLASS OF SECURITIES)
 
                                   922126107
 
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                               RICHARD A. KERTSON
                             VICE PRESIDENT-FINANCE
                           VARCO INTERNATIONAL, INC.
                            743 NORTH ECKHOFF STREET
                            ORANGE, CALIFORNIA 92668
                                 (714) 978-1900
 
                 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
                  ON BEHALF OF THE PERSON(S) FILING STATEMENT)
 
                               ----------------
 
                                    COPY TO:
 
                              LARRY M. MEEKS, ESQ.
                            PIRCHER, NICHOLS & MEEKS
                            1999 Avenue of the Stars
                         Los Angeles, California 90067
                                 (310) 201-8900
 
                               ----------------
                                 MARCH 24, 1995
     (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
 
                               ----------------
 
                           CALCULATION OF FILING FEE*
 
TRANSACTION VALUATION : $42,400,000                 AMOUNT OF FILING FEE: $8,480
 
[X]  CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
     AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
     IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
     OR SCHEDULE AND THE DATE OF ITS FILING.

AMOUNT PREVIOUSLY PAID: $8,480          FILING PARTY: VARCO INTERNATIONAL, INC.
FORM OR REGISTRATION NO.: 13E-4                      DATE FILED: MARCH 24, 1995
- --------
  * Based upon purchase of 5,300,000 Shares at the maximum tender offer price,
    $8.00 per Share.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 
                                AMENDMENT NO. 1
                ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4

     This Amendment No. 1, dated April 7, 1995, amends the issuer Tender Offer 
Statement on Schedule 13E-4 filed with the Securities and Exchange Commission on
March 24, 1995, by Varco International, Inc., a California corporation, in 
connection with its offer to purchase for cash up to 5,300,000 shares of its 
Common Stock at a purchase price not greater than $8.00 per share nor less than 
$6.75 per share, upon the terms and subject to the conditions set forth in the 
Offer to Purchase, dated March 24, 1995, (the "Offer to Purchase") and in the 
related Letter of Transmittal (which together constitute the "Offer"), copies of
which were filed as Exhibits (a)(1) and (a)(2), respectively, the original 
Schedule 13E-4 and incorporated by reference therein, as follows:

     The phrase "in the Company's sole judgment" is hereby amended to read "in 
the Company's reasonable judgment" each time such phrase appears in paragraph
(a) at the bottom of page 8 of the Offer to Purchase and paragraphs (b), (c) and
(d) commencing at the top of page 9 of the Offer to Purchase.

                                   SIGNATURE

     After due 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.

                                        VARCO INTERNATIONAL, INC.

                                        /s/ RICHARD A. KERTSON

Dated: April 7, 1995                    Name: Richard A. Kertson
                                        Title: Vice President-Finance