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

                                 
                              FINAL AMENDMENT    
 
                           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)
 
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                                    COPY TO:
 
                              LARRY M. MEEKS, ESQ.
                            PIRCHER, NICHOLS & MEEKS
                            1999 Avenue of the Stars
                         Los Angeles, California 90067
                                 (310) 201-8900
 
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                                 MARCH 24, 1995
     (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
 
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                           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
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  * Based upon purchase of 5,300,000 Shares at the maximum tender offer price,
    $8.00 per Share.
 
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                                FINAL AMENDMENT      
                ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4

   
     This Final Amendment dated May 3, 1995, amends and supplements the
issuer Tender Offer Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on March 24, 1995, as amended, by Varco International, Inc.,
a California corporation (the "Company"), in connection with its offer to
purchase for cash up to 5,300,000 shares of its Common Stock ("Shares") 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, to the original Schedule 13E-4 and
incorporated by reference therein, as follows:     

         
     The following information amends and supplements the information previously
included in the Schedule 13E-4:

    
     Item 4 is hereby amended by adding the following thereto:      
        
     On March 31, 1995, four executive officers and one director of the Company 
purchased Shares pursuant to the Company's Employee Stock Purchase Plan at a 
purchase price of $5.8438 per share as follows: George I. Boyadjieff (President 
and Chief Executive Officer), 1,112 shares; Robert J. Gondek (Vice President), 
222 shares; Mark A. Merit (Vice President), 1,112 shares; Michael W. Sutherlin 
(Vice President), 1,566 shares; and Maurice E. Jacques (director), 1,202 shares.
     
Item 8. ADDITIONAL INFORMATION.
    
     Item 8(e) is hereby amended by adding the following thereto:      
    
     The Offer expired at Midnight, New York City time, on Friday, April 21,
1995 and the Company accepted 3,150,560 shares for payment at a purchase price
of $8.00 per Share.     
         
         
                                   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/ DONALD L. STICHLER      
   
Dated: May 3, 1995                      Name: Donald L. Stichler      
                                            
                                        Title: Controller-Treasurer