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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q
          (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 1999

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

          For the transition period from___________to________________
          Commission File number 1-8158


                           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, Orange, Ca 92868
                   (Address of principal executive offices)
                                  (Zip code)

                                (714) 978-1900
             (Registrant's telephone number, including area code)

                                Not Applicable
     (Former name, former address and former fiscal year, if changed since
                                 last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes__X__  No____

                                  65,273,151
      (Number of shares of Common Stock outstanding at October  31, 1999)
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                         PART I-FINANCIAL INFORMATION


Item 1.   Financial Statements.

     Pursuant to General Instruction D to Form 10-Q, the Condensed Consolidated
Statements of Cash Flows, Condensed Consolidated Balance Sheets and Condensed
Consolidated Statements of Income of Varco International Inc. (the "Company")
and its subsidiaries included in the registrant's Third Quarter Report to
Shareholders for the three months ended September 30, 1999, filed as Exhibit 19
hereto are incorporated herein by reference. Such financial statements should be
read in light of the following:

     Adjustments. The financial statements contained in Exhibit 19 hereto
include all adjustments, which in the opinion of management are of a normal
recurring nature, considered necessary to present fairly the results of
operations for the interim periods presented.

     Basic net income per share is based upon an average of 65,091,388 and
64,475,227 shares outstanding for the three months ended September 30, 1999 and
1998, respectively. Diluted net income per share is based upon an average of
66,025,020 and 65,484,416 shares outstanding for the three months ended
September 30, 1999 and 1998, respectively.

     Basic net income per share is based upon an average of 64,958,620 and
64,387,168 shares outstanding for the nine months ended September 30, 1999 and
1998, respectively. Diluted net income per share is based upon an average of
65,802,137 and 65,396,357 shares outstanding for the nine months ended September
30, 1999 and 1998, respectively.

     Inventories. The Company estimates the components of inventory at September
30, 1999, and December 31, 1998, to be as follows:


                       September 30, 1999   December 31, 1998

    Raw Materials            $  4,848,000        $  5,806,000
    Work in Process            37,352,000          50,684,000
    Finished Goods             79,697,000         109,581,000
    LIFO Reserves             (12,351,000)        (13,659,000)
                             ------------        ------------
                             $109,546,000        $152,412,000
                             ============        ============


     Fixed Assets. Fixed assets are stated net of accumulated depreciation of
$78,273,000 at September 30, 1999, and $71,263,000 at December 31, 1998.

     Common Stock and Additional Paid-In-Capital. On September 30, 1999, the
Company Common Stock account was $55,506,000 and Additional Paid-In-Capital
accounts were $104,477,000.
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Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

     Pursuant to General Instruction D to Form 10-Q, Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in the
registrant's Third Quarter Report to Shareholders for the three months ended
September 30, 1999, filed as Exhibit 19 hereto, is incorporated herein by
reference.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     The Company is exposed to certain market risks which are inherent in the
Company's financial instruments and which arise from transactions entered into
in the normal course of business. The Company does not consider these risks
significant, and the Company does not enter into derivative financial instrument
transactions to offset these risks.

     Borrowings under the Company's revolving credit facility do not give rise
to significant interest rate risks because these borrowings have a variable
interest rate. The Company had no fixed interest rate debt at September 30,
1999. Generally, the fair market value of debt with a fixed interest rate will
increase as interest rates fall, and the fair market value will decrease as
interest rates rise.


                           PART II-OTHER INFORMATION

Item 2.  Changes in Securities

     On June 27, 1997 the Company entered into a seven-year unsecured revolving
credit agreement with three banks (the "Credit Agreement"). The Credit Agreement
provides for a credit facility of $65.0 million, inclusive of a $20.0 million
letter of credit sub-facility. The maximum available under the Credit Agreement
is reduced in equal quarterly amounts over the last four years of the Credit
Agreement.

     The Credit Agreement prohibits any "Restricted Junior Payment" unless (1)
at the time thereof no default exists under the Credit Agreement or will be
caused thereby and (2) the cumulative amount of all Restricted Junior Payments
subsequent to June 27, 1997, would not exceed the sum of $5,000,000 plus 25% of
the Company's consolidated net income arising after June 30, 1997. "Restricted
Junior Payment" is generally defined as (1) any dividend or other distribution
on any class of the Company's capital stock, except a dividend payable solely in
shares of that class; (2) any redemption, purchase or other acquisition for
value of any shares of any class of the capital stock of the Company; and (3)
any payment made to retire or obtain the surrender of any outstanding warrants,
options or similar rights to acquire any shares of any class of the capital
stock of the Company.
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Item 6.   Exhibits and Reports on Form 8-K


     (a)  Exhibits



     11   Statement re computation of per share earnings for the three months
 and nine months ended September 30, 1999 and 1998.

      19  Varco International, Inc. Third Quarter Report to Shareholders, Three
 Months Ended September 30, 1999.

     27   Financial Data Schedule

     (b)  Reports on Form 8-K.

          No reports on Form 8-K were filed during the quarter for which this
      report is filed.
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                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                              VARCO INTERNATIONAL, INC.



Date: November 8, 1999              By:/s/Richard A. Kertson
                                    Vice President-Finance
                                    and Chief Financial Officer




Date: November 8, 1999              By:/s/Donald L. Stichler
                                    Vice President,
                                    Controller-Treasurer
                                    and Secretary
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                                 EXHIBIT INDEX



11   Statement re computation of per share earnings for the three months and
     nine months ended September 30, 1999 and 1998.


19   Varco International, Inc. Third Quarter Report to Shareholders, Three
     Months Ended September 30, 1999.

27   Financial Data Schedule