<SUBMISSION>
<ACCESSION-NUMBER>0000950129-02-004238
<TYPE>10-Q
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<FILING-DATE>20020814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NABORS INDUSTRIES LTD
<CIK>0001163739
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<ACT>34
<FILE-NUMBER>000-49887
<FILM-NUMBER>02736994
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<STREET1>C/O NABORS INDUSTRIES INC
<STREET2>515 WEST GREENS ROAD
<CITY>HOUSTON
<STATE>TX
<ZIP>77067
<PHONE>2818740035
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O NABORS INDUSTRIES INC
<STREET2>515 WEST GREENS ROAD
<CITY>HOUSTON
<STATE>TX
<ZIP>77067
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>h98563e10vq.txt
<DESCRIPTION>NABORS INDUSTRIES LTD. - DATED 06/30/2002
<TEXT>
<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM 10-Q
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
                        COMMISSION FILE NUMBER: 000-49887

                              --------------------

                             NABORS INDUSTRIES LTD.
             (Exact name of registrant as specified in its charter)

                BERMUDA                                     98-0363970
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                     Identification No.)

     c/o THE CORPORATE SECRETARY LTD.
               WHITE PARK HOUSE
                WHITEPARK ROAD
           BRIDGETOWN, BARBADOS                                N/A
(Address of principal executive offices)                    (Zip Code)


                                 (246) 228-1590
              (Registrant's telephone number, including area code)



         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____
    ------



         The number of common shares par value $.001 per share, outstanding as
of July 31, 2002 was 144,429,630. In addition, our subsidiary, Nabors Exchangeco
(Canada) Inc., has 669,627 exchangeable shares outstanding as of July 31, 2002
that are exchangeable for Nabors common shares on a one-for-one basis.


================================================================================
<PAGE>


                     NABORS INDUSTRIES LTD. AND SUBSIDIARIES


                                      INDEX
<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                     --------
<S>                                                                                     <C>
Part I    Financial Information

  Item 1. Financial Statements (Unaudited)

          Consolidated Balance Sheets as of
           June 30, 2002 and December 31, 2001...........................................2

          Consolidated Statements of
           Income for the Three months and Six months ended
           June 30, 2002 and 2001........................................................3

          Consolidated Statements of Cash
           Flows for the Six months ended
           June 30, 2002 and 2001........................................................4

          Consolidated Statements of
           Changes in Stockholders' Equity for the Six
           months ended June 30, 2002 and 2001...........................................5

          Notes to Consolidated Financial Statements.....................................7

          Report of Independent Accountants.............................................23

  Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations................................24

Part II   Other Information

  Item 1. Legal Proceedings.............................................................32

  Item 2. Changes in Securities and Use of Proceeds.....................................33

  Item 4. Submission of Matters to a Vote of Security Holders...........................33

  Item 5. Other Information.............................................................34

  Item 6. Exhibits and Reports on Form 8-K..............................................35

Signatures..............................................................................38
</TABLE>






<PAGE>
PART I   FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                     NABORS INDUSTRIES LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<Table>
<Caption>
                                                                             JUNE 30,           DECEMBER 31,
                                                                               2002                2001
                                                                            -----------         -------------
<S>                                                                         <C>                  <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS
Current assets:
   Cash and cash equivalents                                                $   143,033          $   198,443
   Marketable securities                                                        409,550              343,169
   Accounts receivable, net                                                     297,261              361,086
   Inventory and supplies                                                        16,592               18,515
   Deferred income taxes                                                         27,456               28,145
   Prepaid expenses and other current assets                                     93,431               81,588
                                                                            -----------          -----------
     Total current assets                                                       987,323            1,030,946

Marketable securities                                                           236,915              377,025
Property, plant and equipment, net                                            2,787,503            2,433,247
Goodwill, net                                                                   304,377              199,048
Other long-term assets                                                          116,660              111,649
                                                                            -----------          -----------
     Total assets                                                           $ 4,432,778          $ 4,151,915
                                                                            -----------          -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt                                        $     3,565          $     2,510
   Trade accounts payable                                                       107,628              131,821
   Accrued liabilities                                                          136,950              168,022
   Income taxes payable                                                          31,447               27,777
                                                                            -----------          -----------
     Total current liabilities                                                  279,590              330,130

Long-term debt                                                                1,582,183            1,567,616
Other long-term liabilities                                                     100,731              110,902
Deferred income taxes                                                           306,431              285,401
                                                                            -----------          -----------
     Total liabilities                                                        2,268,935            2,294,049
                                                                            -----------          -----------

Commitments and contingencies (Note 6)

Stockholders' equity:
   Common shares par value $.001 and $.10, respectively per share:
    Authorized common shares 400,000;
       issued 144,368 and 147,711, respectively                                     144               14,771
   Capital in excess of par value                                             1,265,901            1,091,536
   Accumulated other comprehensive income                                        22,283                3,260
   Retained earnings                                                            875,515            1,001,079
   Less treasury stock, at cost, 0 and 6,822 common shares                           --             (252,780)
                                                                            -----------          -----------
     Total stockholders' equity                                               2,163,843            1,857,866
                                                                            -----------          -----------
     Total liabilities and stockholders' equity                             $ 4,432,778          $ 4,151,915
                                                                            -----------          -----------

</Table>

              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       2
<PAGE>
                     NABORS INDUSTRIES LTD. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


<Table>
<Caption>
                                                                 THREE MONTHS ENDED JUNE 30,              SIX MONTHS ENDED JUNE 30,
                                                                  2002               2001                2002                2001
                                                               ---------           ---------           ---------           ---------
<S>                                                            <C>                 <C>                 <C>                 <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Revenues and other income:
  Operating revenues                                           $ 346,088           $ 601,484           $ 721,959          $1,132,404
  Earnings from unconsolidated affiliates                         10,430               9,996              21,396              20,243
  Interest income                                                  8,142              15,676              17,393              28,936
  Other income, net                                                2,649               3,056               3,146              12,324
                                                               ---------           ---------           ---------          ----------
    Total revenues and other income                              367,309             630,212             763,894           1,193,907
                                                               ---------           ---------           ---------          ----------

Costs and other deductions:
  Direct costs                                                   238,190             366,034             487,623             706,356
  General and administrative expenses                             32,824              33,814              65,490              66,900
  Depreciation and amortization                                   47,984              50,746              91,665              94,476
  Interest expense                                                14,418              14,513              29,033              26,977
                                                               ---------           ---------           ---------          ----------
    Total costs and other deductions                             333,416             465,107             673,811             894,709
                                                               ---------           ---------           ---------          ----------

Income before income taxes                                        33,893             165,105              90,083             299,198
                                                               ---------           ---------           ---------          ----------

Income taxes:
  Current                                                          2,514              11,388               6,957              26,323
  Deferred                                                         5,959              49,702              15,764              85,722
                                                               ---------           ---------           ---------          ----------
    Total income taxes                                             8,473              61,090              22,721             112,045
                                                               ---------           ---------           ---------          ----------

Net income                                                     $  25,420           $ 104,015           $  67,362          $  187,153
                                                               ---------           ---------           ---------          ----------

Earnings per share:
  Basic                                                        $     .18           $     .71           $     .47          $     1.28
  Diluted                                                      $     .17           $     .63           $     .45          $     1.14

Weighted average number of common shares outstanding:
  Basic                                                          143,188             146,539             142,079             146,617
                                                               ---------           ---------           ---------          ----------
  Diluted                                                        150,451             173,309             148,556             171,796
                                                               ---------           ---------           ---------          ----------
</Table>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       3
<PAGE>
                     NABORS INDUSTRIES LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                   SIX MONTHS ENDED JUNE 30,
                                                                                    2002                2001
                                                                                 ---------           ---------
<S>                                                                              <C>                <C>
(IN THOUSANDS)
Cash flows from operating activities:
Net income                                                                       $  67,362           $ 187,153
Adjustments to net income:
   Depreciation and amortization                                                    91,665              94,476
   Deferred income taxes                                                            15,764              85,722
   Deferred financing costs amortization                                             2,196                 430
   Discount amortization on zero coupon debentures                                  15,270              14,787
   Losses (gains) on disposition of long-term assets                                   828              (4,988)
   Gains on marketable securities                                                   (2,950)             (7,215)
   Foreign currency transaction gains                                               (2,307)               (297)
   Equity in earnings from unconsolidated affiliates, net of dividends             (13,511)            (17,442)
   Loss on early extinguishment of debt                                                202                  --
   Other                                                                               (15)                411
Increase (decrease), net of effects from acquisitions, from changes in:
   Accounts receivable                                                              86,883            (127,863)
   Inventory and supplies                                                            1,940                (302)
   Prepaid expenses and other current assets                                       (10,882)             (3,878)
   Other long-term assets                                                            5,565             (11,467)
   Trade accounts payable and accrued liabilities                                  (52,059)             20,261
   Income taxes payable                                                             (1,281)              1,440
   Other long-term liabilities                                                      (9,985)              9,729
                                                                                 ---------           ---------
Net cash provided by operating activities                                          194,685             240,957
                                                                                 ---------           ---------

Cash flows from investing activities:
   Purchases of marketable securities, available-for-sale                          (24,253)           (441,279)
   Sales of marketable securities, available-for-sale                               94,526              28,193
   Cash received from dispositions of long-term assets                               4,923               7,486
   Cash paid for acquisitions of businesses, net                                  (116,668)                 --
   Capital expenditures                                                           (198,072)           (319,797)
                                                                                 ---------           ---------
Net cash used for investing activities                                            (239,544)           (725,397)
                                                                                 ---------           ---------

Cash flows from financing activities:
   Decrease (increase) in restricted cash                                              867                 (33)
   Proceeds from long-term borrowings                                                   --             840,338
   Reduction of long-term borrowings                                               (21,462)             (3,556)
   Debt issuance costs                                                                  --             (12,879)
   Common stock transactions                                                         8,328               7,724
   Treasury stock transactions                                                          --            (111,580)
                                                                                 ---------           ---------
Net cash (used for) provided by financing activities                               (12,267)            720,014
                                                                                 ---------           ---------

Effect of exchange rate changes on cash and cash equivalents                         1,716                   6
                                                                                 ---------           ---------

Net (decrease) increase in cash and cash equivalents                               (55,410)            235,580
Cash and cash equivalents, beginning of period                                     198,443             197,312
                                                                                 ---------           ---------
Cash and cash equivalents, end of period                                         $ 143,033           $ 432,892
                                                                                 ---------           ---------
</Table>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       4
<PAGE>
                    NABORS INDUSTRIES LTD. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<Table>
<Caption>
                                                                      ACCUMULATED OTHER
                                                                    COMPREHENSIVE INCOME
                                                                -----------------------------
                                                                  UNREALIZED
                                                                    GAINS
                                 COMMON SHARES     CAPITAL IN     (LOSSES)        CUMULATIVE                              TOTAL
                               -----------------    EXCESS OF   ON MARKETABLE     TRANSLATION    RETAINED    TREASURY  STOCKHOLDERS'
(IN THOUSANDS)                  SHARES   PAR VALUE  PAR VALUE     SECURITIES       ADJUSTMENT    EARNINGS     STOCK       EQUITY
                               ----------------------------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>            <C>              <C>         <C>           <C>         <C>
Balances, December 31, 2000    147,155   $ 14,715  $1,145,847      $  15,897       $ (8,803)   $  643,629    $  (4,817)  $1,806,468
                               ----------------------------------------------------------------------------------------------------
Comprehensive income:
   Net income                                                                                     187,153                   187,153
   Translation adjustment                                                               559                                     559
   Unrealized losses on
      marketable securities,
      net of income taxes:
      Unrealized holding
         losses arising
         during the period,
         net of income
         tax benefit of $1,097                                        (1,868)                                                (1,868)
      Less: reclassification
         adjustment for gains
         included in net
         income, net of income
         taxes of $1,848                                              (3,146)                                                (3,146)
                               ----------------------------------------------------------------------------------------------------
       Total comprehensive
         income                      -          -           -         (5,014)           559       187,153            -      182,698
                               ----------------------------------------------------------------------------------------------------

Issuance of common shares for
  stock options exercised          521         52       7,672                                                                 7,724
Tax effect of stock
  option deductions                                   (20,398)                                                              (20,398)
Repurchase of common shares                           (42,311)                                                 (69,269)    (111,580)
                               ----------------------------------------------------------------------------------------------------
     Subtotal                      521         52     (55,037)             -              -             -      (69,269)    (124,254)
                               ----------------------------------------------------------------------------------------------------
Balances, June 30, 2001        147,676   $ 14,767  $1,090,810      $  10,883       $ (8,244)   $  830,782    $ (74,086)  $1,864,912
                               ----------------------------------------------------------------------------------------------------
Balances, December 31, 2001    147,711   $ 14,771  $1,091,536      $  12,410       $ (9,150)   $1,001,079    $(252,780)  $1,857,866
                               ----------------------------------------------------------------------------------------------------
Comprehensive income:
   Net income                                                                                      67,362                    67,362
   Translation adjustment                                                            23,866                                  23,866
   Unrealized losses on
      marketable securities,
      net of income taxes:
      Unrealized holding
         losses arising
         during the period,
         net of income
         tax benefit of $2,410                                        (4,103)                                                (4,103)
      Less: reclassification
         adjustment for gains
         included in net
         income, net of income
         taxes of $434                                                  (740)                                                  (740)
                               ----------------------------------------------------------------------------------------------------
       Total comprehensive
         income                      -          -           -         (4,843)        23,866        67,362            -       86,385
                               ----------------------------------------------------------------------------------------------------
Issuance of common shares for
   stock options exercised         641         64       8,264                                                                 8,328
Issuance of common shares in
   connection with the Bayard
   warrants exercised               18          2          (2)                                                                    -
Issuance of common shares in
   connection with Enserco
   acquisition                   2,638        264     162,497                                                               162,761
Nabors Exchangeco shares
   exchanged                       182         18         (18)                                                                    -
Tax effect of stock
   option deductions                                   48,503                                                                48,503

Retirement of treasury stock    (6,822)      (682)    (59,172)                                   (192,926)     252,780            -
Change in par value                       (14,293)     14,293                                                                     -
                               ----------------------------------------------------------------------------------------------------
     Subtotal                   (3,343)   (14,627)    174,365              -              -      (192,926)     252,780      219,592
                               ----------------------------------------------------------------------------------------------------
Balances, June 30, 2002        144,368   $    144  $1,265,901      $   7,567       $ 14,716    $  875,515            -   $2,163,843
                               ----------------------------------------------------------------------------------------------------
</Table>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       5
<PAGE>
                     NABORS INDUSTRIES LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  RECENT CORPORATE REORGANIZATION

         Effective June 24, 2002, Nabors Industries Ltd., a Bermuda exempted
company (Nabors), became the successor to Nabors Industries, Inc., a Delaware
corporation (Nabors Delaware), following a corporate reorganization. The
reorganization was accomplished through the merger of an indirect, newly formed
Delaware subsidiary owned by Nabors into Nabors Delaware. Nabors Delaware was
the surviving company in the merger and became a wholly-owned, indirect
subsidiary of Nabors. Upon consummation of the merger, all outstanding shares of
Nabors Delaware common stock automatically converted into the right to receive
Nabors common shares, with the result that the shareholders of Nabors Delaware
on the date of the merger became the shareholders of Nabors. Nabors and its
subsidiaries continue to conduct the businesses previously conducted by Nabors
Delaware and its subsidiaries. The reorganization has been accounted for as a
reorganization of entities under common control and accordingly, it did not
result in any changes to the consolidated amounts of assets, liabilities and
stockholders' equity.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

         The unaudited consolidated financial statements of Nabors are prepared
in conformity with accounting principles generally accepted in the United States
of America, or US GAAP. Nabors is the successor to Nabors Delaware following a
corporate reorganization, as described in Note 1. Pursuant to the rules and
regulations of the US Securities and Exchange Commission, certain information
and footnote disclosures normally included in annual financial statements
prepared in accordance with US GAAP have been omitted. Therefore, these
financial statements should be read along with our Annual Report on Form 10-K
for the year ended December 31, 2001. In our management's opinion, the
consolidated financial statements contain all adjustments necessary to present
fairly our financial position as of June 30, 2002, and the results of our
operations, for each of the three-month and six-month periods ended June 30,
2002 and 2001 and our consolidated statements of changes in stockholders' equity
and of cash flows for each of the six-month periods ended June 30, 2002 and
2001, in accordance with US GAAP. Interim results for the six months ended June
30, 2002 may not be indicative of results that will be realized for the full
year ending December 31, 2002.

         Our independent accountants have performed a review of, and issued a
report on, these consolidated interim financial statements in accordance with
standards established by the American Institute of Certified Public Accountants.
Pursuant to Rule 436(c) under the US Securities Act of 1933, this report should
not be considered a part of any registration statement prepared or certified
within the meanings of Sections 7 and 11 of the Securities Act.

Principles of Consolidation

         Our consolidated financial statements include the accounts of Nabors
and all majority-owned subsidiaries. All significant intercompany accounts and
transactions are eliminated in consolidation.

         Investments in entities where we have the ability to exert significant
influence, but where we do not control their operating and financial policies,
are accounted for using the equity method. Our share of the net income of these
entities is recorded as earnings from unconsolidated affiliates in the
consolidated statements of income, and our investment in these entities is
carried as a single amount in the consolidated balance sheets. Investments in
net assets of affiliated entities accounted for using the equity method totaled
$58.9 million and $55.1 million as of June 30, 2002 and December 31, 2001,
respectively, and are included in other long-term assets in the consolidated
balance sheets.

Reclassifications

         Certain immaterial reclassifications have been made to prior periods to
conform to the current period presentation, with no effect on our consolidated
financial position, results of operations or cash flows (See Recent Accounting
Pronouncements).

Property, Plant and Equipment

         Effective October 1, 2001, we changed the depreciable lives of our
drilling and workover rigs from 4,200 to 4,900 active days, our jackup rigs from
4,200 to 8,030 active days and certain other drilling equipment to better
reflect the estimated useful lives of these assets. The effect of this change in
accounting estimate was accounted for on a prospective


                                       6
<PAGE>
basis beginning October 1, 2001 and increased net income by approximately $5.1
million ($.03 per diluted share) for the current quarter and approximately $10.7
million ($.07 per diluted share) for the six months ended June 30, 2002.

Foreign Currency Risk

         We operate in a number of international areas and are involved in
transactions denominated in currencies other than US dollars, which exposes us
to foreign exchange rate risk. The most significant exposures arise in
connection with our operations in Canada and Saudi Arabia, which usually are
substantially unhedged. In Saudi Arabia, upon renewal of our contracts, we have
been converting riyal-denominated contracts to US dollar-denominated contracts
in order to reduce our exposure to the Saudi riyal even though that currency has
been pegged to the US dollar at a rate of 3.745 Saudi riyal to 1.00 US dollar
since 1986. We cannot guarantee that we will be able to convert future
riyal-denominated contracts to US dollar-denominated contracts or that the riyal
exchange rate will continue in effect as in the past.

         At various times, we utilize local currency borrowings (foreign
currency denominated debt), the payment structure of customer contracts and
foreign exchange contracts to selectively hedge our exposure to exchange rate
fluctuations in connection with monetary assets, liabilities, cash flows and
commitments denominated in certain foreign currencies. A foreign exchange
contract is a foreign currency transaction, defined as an agreement to exchange
different currencies at a given future date and at a specified rate.

         On March 26, 2002, in anticipation of closing the Enserco acquisition
discussed in Note 3, we entered into two foreign exchange contracts with a total
notional value of Cdn. $115.9 million and maturity dates of April 29, 2002.
Additionally, on April 9, 2002, we entered into a third foreign exchange
contract with a notional value of Cdn. $50.0 million maturing April 29, 2002.
The notional amounts of these contracts were used to fund the cash portion of
the Enserco acquisition purchase price. The notional amounts of these contracts
represented the amount of foreign currency purchased at maturity and did not
represent our exposure on these contracts. Although such contracts served as an
economic hedge against our foreign currency risk related to the cash portion of
the acquisition cost, we accounted for these contracts as speculative as
required by Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and therefore
marked them to market as of March 31, 2002. We recorded a US $.17 million loss
in our statement of income as of March 31, 2002. Upon maturity of these foreign
exchange contracts on April 29, 2002, we recognized a gain of approximately US
$1.95 million in our statement of income for the three months ended June 30,
2002.

Recent Accounting Pronouncements

         SFAS No. 142, "Goodwill and Other Intangible Assets", addresses the
accounting for goodwill and other intangible assets after an acquisition. The
most significant changes made by SFAS 142 are: (1) goodwill and intangible
assets with indefinite lives no longer will be amortized; (2) goodwill and
intangible assets with indefinite lives must be tested for impairment at least
annually; and (3) the amortization period for those intangible assets with
finite lives no longer will be limited to 40 years. The effect of no longer
amortizing goodwill would have increased net income by approximately $1.1
million ($.01 per diluted share) for the prior year quarter and approximately
$2.3 million ($.01 per diluted share) for the six months ended June 30, 2001.

         We adopted SFAS 142 effective January 1, 2002 and during the current
quarter, we performed our initial goodwill impairment assessment as required. As
part of that assessment, we determined that our 11 business units represent our
reporting units as defined by SFAS 142. We determined the aggregate carrying
values and fair values of all such reporting units, both of which were measured
as of the January 1, 2002 adoption date. We calculated the fair value of each
reporting unit based on discounted cash flows and determined there was no
goodwill impairment.

         We adopted SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", effective January 1, 2002, as required. This statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. Due to the nature of our business, this new accounting
pronouncement had no impact on our reported results of operations or financial
position.

         We adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections", effective
April 1, 2002. Due to the nature of our business, Financial Accounting Standards
Board (FASB) 44, 64 and Amendment of FASB 13 are not applicable. SFAS 145
eliminates SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt",
and states that gains and losses from the extinguishment of debt should be
classified as extraordinary items only if they meet the criteria in Accounting
Principles Board (APB) Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions". APB
30 defines extraordinary items as events and transactions that are distinguished
by their unusual nature and by the infrequency of their occurrence. Accordingly,
we no longer classify gains and losses from extinguishment of debt that are
usual and frequent as extraordinary items and we reclassified to other income
any similar debt extinguishment items that had been reported as extraordinary
items in prior accounting periods. In conjunction with adopting SFAS 145 we
reclassified an extraordinary loss recorded during the first quarter of the year
totaling $.13 million, net of taxes of $.08 million, to other income with the
related income tax component

                                       7
<PAGE>
reclassified to income tax expense.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement will require us to
recognize costs associated with exit or disposal activities when they are
incurred rather than when we commit to an exit or disposal plan. Examples of
costs covered by this guidance include lease termination costs, employee
severance costs that are associated with a restructuring, discontinued
operations, plant closings or other exit or disposal activities. The provisions
of this statement are effective for fiscal years beginning after December 31,
2002 and will impact any exit or disposal activities initiated after January 1,
2003. This statement does not currently impact Nabors.

         We adopted Emerging Issues Task Force (EITF) No. 01-14, "Income
Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred", in the current quarter. Previously, we recognized reimbursements
received as a reduction to the related direct costs. EITF 01-14 requires that
reimbursements received be included in operating revenues and "out-of-pocket"
expenses be included in direct costs. Accordingly, reimbursements received from
our customers have been reclassified to revenues for all periods presented. The
effect of adopting EITF 01-14 increased operating revenues and direct costs from
previously reported amounts by $12.9 million and $16.7 million for the three
months ended June 30, 2002 and 2001, and $28.0 million and $33.8 million for the
six months ended June 30, 2002 and 2001, respectively.

NOTE 3   ACQUISITIONS

         On March 18, 2002, we acquired, for cash, 20.5% of the issued and
outstanding shares of Enserco Energy Service Company, Inc., a Canadian
publicly-held corporation, for Cdn. $15.50 per share for a total price of Cdn.
$83.2 million (US $52.6 million). At March 31, 2002, our investment in Enserco
was accounted for using the equity method of accounting.

         On April 26, 2002, we completed our acquisition of Enserco by
purchasing their remaining outstanding shares for Cdn. $15.65 per share by
paying cash of Cdn. $100.1 million (US $64.1 million) and by issuing 2,638,526
shares of Nabors Delaware common stock and 910,556 shares of exchangeable stock
of Nabors Exchangeco (Canada) Inc., an indirect wholly-owned Canadian subsidiary
of Nabors Delaware. The Nabors Exchangeco shares are exchangeable for Nabors
common shares on a one-for-one basis. Additionally, these exchangeable shares
have essentially identical rights as Nabors common shares, including but not
limited to voting rights and the right to receive dividends, if any. The value
of the Nabors Delaware and Nabors Exchangeco shares issued totaled Cdn. $254.2
million, or US $162.8 million. Enserco's results of operations were consolidated
into ours commencing on April 26, 2002. In addition, we assumed Enserco debt
totaling Cdn. $33.4 million (US $21.3 million). The Enserco purchase price has
been allocated based on preliminary estimates of the fair market value of assets
acquired and liabilities assumed as of the acquisition date and resulted in
goodwill of approximately US $100 million. The purchase price allocation for the
Enserco acquisition is subject to adjustment as additional information becomes
available and will be finalized by December 31, 2002.

         Enserco provided land drilling, well-servicing and workover services in
Canada and operated a fleet of 193 well-servicing rigs and 30 drilling rigs on
the acquisition date. The Enserco acquisition increases our position in Canada
with assets that are relatively new and in excellent condition, allowing us to
provide services to many of our key US customers who have increased their
presence in Canada as it has become even more strategic to the North American
gas supply market.

         In late June 2002, Nabors acquired the RBF 209 for approximately $21
million. This 200 foot, mat support, cantilever jackup has been renamed Nabors
Rig 659. It is being upgraded at a cost of approximately $4.5 million for work
on a 4.5 year contract in Mexico for PEMEX commencing September 2002.

NOTE 4   LONG-TERM DEBT

         During the six months ended June 30, 2002, we purchased $.6 million
face value of our 8-5/8% senior subordinated notes due April 2008 in the open
market at a price of 108%. In addition, we purchased $4.7 million face value of
our 6.8% senior unsecured notes due April 2004 in the open market at a price of
104%. Upon settlement of these transactions, we paid $5.7 million and recognized
a pretax loss of approximately $.2 million, resulting from the repurchases of
these notes at prices higher than the amounts recorded on our books.
Additionally, we paid off Cdn. $21.0 million (US $13.2 million) of the debt
assumed in the Enserco acquisition. In the first quarter of 2002, we made a $2.5
million scheduled principal payment relating to our medium-term notes.

         As a result of the reorganization, discussed in Note 1, we may have
failed to comply with a covenant contained in our $200 million credit facility
agreement and a related $30 million letter of credit facility. At the time of
the default, there were no outstanding borrowings on the $200 million unsecured
revolving credit facility and approximately $23 million outstanding on the
related letter of credit facility. Since the $200 million credit facility was
scheduled to mature on September 5, 2002 and we had cash, short-term and
long-term marketable securities balances as of July 31, 2002 totaling $814.3
million, we have notified the bank that we are terminating the facility. We plan
on replacing this credit facility with a similar facility during the fourth
quarter of 2002. The bank has provided a waiver on the letter of credit
facility.

                                       8
<PAGE>
NOTE 5   COMMON SHARES

         In conjunction with our acquisition of Enserco during April, Nabors
Delaware issued 2,638,526 shares of Nabors Delaware common stock and 910,556
shares of exchangeable stock of Nabors Exchangeco (Canada) Inc. that is now
exchangeable for our common shares on a one-for-one basis (Note 3). The
exchangeable stock has been recorded as an increase in capital in excess of par
value. Subsequent to the acquisition 181,789 Exchangeco shares have been
exchanged, resulting in approximately 728,767 exchangeable shares outstanding as
of June 30, 2002.

         As a result of the corporate reorganization (Note 1), the authorized
share capital of Nabors consists of 400 million common shares, par value $.001
per share, and 25 million preferred shares, par value $.001 per share. Common
shares issued were 144,368,390 at $.001 par value at June 30, 2002 compared to
144,368,390 at $.10 par value immediately preceding the reorganization. The
decrease in par value of common stock from $.10 to $.001 is recorded as an
increase to capital in excess of par value and a decrease in common shares in
our Consolidated Financial Statements.

         In conjunction with the reorganization, 6.8 million shares of treasury
stock outstanding were retired, as Bermuda law does not recognize the concept of
treasury stock. The effect of this retirement reduced common shares by $.7
million, capital in excess of par value by $59.2 million and retained earnings
by $192.9 million.

NOTE 6  COMMITMENTS AND CONTINGENCIES

Capital Expenditures

         As of June 30, 2002, we had outstanding capital expenditure purchase
commitments of approximately $36.0 million primarily for rig-related enhancing
and sustaining capital expenditures.

Contingencies

         Self Insurance Accruals. Nabors is self-insured for certain losses
relating to workers' compensation, general liability, property damage and
employee medical benefits. Effective April 1, 2002, our exposure (that is our
deductible) per occurrence ranges from $1.0 million for workers' compensation to
between $2.0 million and $5.0 million for employer liability, Jones Act and
general liability and $10.0 million for rig physical damage. Therefore, we are
self-insured for rigs with replacement values less than $10.0 million. As a
result, if a Nabors' rig with a net book value of $9.0 million was destroyed, we
would record a $9.0 million loss in the period in which the loss event occurred.
In previous years, we had physical damage insurance for essentially all of our
rigs, with a substantially lower deductible of $.25 million per occurrence.
Thus, historically we have not recorded material losses in our financial
statements related to the destruction of one of our rigs. We have purchased
stop-loss coverage in order to limit our aggregate exposure to certain physical
damage claims for insured rigs, that is those rigs with replacement values in
excess of $10.0 million. The effect of this coverage is that our maximum
physical damage loss on insured rigs would be $20.0 million plus $1.0 million
per occurrence. There is no assurance that such coverage will adequately protect
Nabors against liability from all potential consequences.

         Litigation. In Verdin v. R&B Falcon Drilling USA, Inc., et al., Civil
Action No. G-00-488, in the United States District Court for the Southern
District of Texas, Galveston Division, the class action lawsuit against our
offshore drilling subsidiaries alleging, among other things, conspiracy to
depress wages and benefits paid to our offshore employees, we have reached a
settlement, which was approved by the court on April 22, 2002. The settlement
payment was made in the second quarter, and the amount paid by Nabors'
subsidiaries was not material to Nabors.

         On May 23, 2002, Steve Rosenberg, an individual shareholder of the
company, filed a complaint against the company and its directors in the United
States District Court for the Southern District of Texas (Civil Action No.
02-1942), alleging that Nabors' May 10, 2002 proxy statement/prospectus
contained certain material misstatements and omissions in violation of federal
securities laws and state law. Nabors' May 10, 2002 proxy statement/prospectus
was sent to shareholders in connection with the special meeting to consider and
vote on Nabors' proposed reorganization and effective reincorporation in
Bermuda. The AFL-CIO moved to intervene in Civil Action No. 02-1942 and filed a
complaint containing similar allegations. On June 5, 2002, Marilyn Irey, an
individual shareholder of the company, filed a complaint in the United States
District Court for the Southern District of Texas (Civil Action No. 02-2108)
that is nearly identical to Steve Rosenberg's complaint. The three shareholders
requested that the Court either enjoin the closing of the shareholder vote on
the scheduled date or the effectuation of the reorganization. In addition, two
of the shareholders (Steve Rosenberg and Marilyn Irey) purported to bring a
class action on behalf of all shareholders, alleging that Nabors and its
directors violated their state law fiduciary duties by making these alleged
misstatements and omissions. These two shareholders, on behalf of their
purported class, seek monetary damages for their state law claims. Since the
beginning of the litigation, two of the shareholders (Steve Rosenberg and the
AFL-CIO) have amended their complaints, but have not added any substantive
allegations.

         On June 13, 2002, the Court granted the AFL-CIO's motion to intervene.
On June 15, 2002, the Court denied a motion for temporary restraining order
brought by two of the shareholders (Steve Rosenberg and the AFL-CIO) in their

                                       9
<PAGE>
attempts to prevent the closing of Nabors' reorganization and its effective
reincorporation in Bermuda. On July 2, 2002, the Court granted an agreed motion
to consolidate Civil Action No. 02-2108 into Civil Action No. 02-1942. Nabors
and its directors have moved to dismiss the lawsuits of all three shareholders,
and that motion is currently pending. Nabors and its directors believe that the
allegations in this lawsuit are without merit, and Nabors and its directors will
defend vigorously the claims brought against them. We are unable, however, to
predict the outcome of this action or the costs to be incurred in connection
with its defense and there can be no assurance that this litigation will be
resolved in our favor.

         Nabors and its subsidiaries are defendants or otherwise involved in a
number of other lawsuits in the ordinary course of their business. In the
opinion of management, Nabors' ultimate liability with respect to these pending
lawsuits is not expected to have a significant or material adverse effect on
Nabors' consolidated financial position, cash flows or results of operations.

NOTE 7  EARNINGS PER SHARE

A reconciliation of the numerators and denominators of the basic and diluted
earnings per share computations is as follows:

<Table>
<Caption>
                                                               THREE MONTHS ENDED JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                                                 2002              2001              2002              2001
                                                               --------          --------          --------          --------
<S>                                                            <C>               <C>               <C>               <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net income (numerator):
   Net income - basic                                          $ 25,420          $104,015          $ 67,362          $187,153
   Add interest expense on assumed conversion of our
     zero coupon convertible senior debentures,
     net of tax (1):
        $825 million due 2020                                        --             2,009                --             4,005
        $1.381 billion due 2021                                      --             3,311                --             5,311
                                                               --------          --------          --------          --------
      Adjusted net income - diluted                            $ 25,420          $109,335          $ 67,362          $196,469
                                                               --------          --------          --------          --------
Earnings per share:
      Basic                                                    $    .18          $    .71          $    .47          $   1.28
      Diluted                                                  $    .17          $    .63          $    .45          $   1.14

Shares (denominator):
   Weighted average number of shares outstanding-basic (1)      143,188           146,539           142,079           146,617
   Net effect of dilutive stock options and warrants based
      on the treasury stock method                                7,263             8,140             6,477             8,438
   Assumed conversion of our zero coupon
      convertible senior debentures (2):
        $825 million due 2020                                        --             8,859                --             8,859
        $1.381 billion due 2021                                      --             9,771                --             7,882
                                                               --------          --------          --------          --------
Weighted average number of shares outstanding-diluted           150,451           173,309           148,556           171,796
                                                               --------          --------          --------          --------
</TABLE>

(1)  Includes the weighted average number of common shares of Nabors and the
     weighted average number of exchangeable shares of Nabors Exchangeco
     (Canada) Inc. issued as part of the Enserco acquisition.
(2)  Diluted earnings per share for the three months and six months ended June
     30, 2001 reflects the assumed conversion of our $825 million and $1.381
     billion zero coupon convertible senior debentures, as the conversion in
     those periods would have been dilutive. Diluted earnings per share for the
     three months and six months ended June 30, 2002 does not reflect the
     assumed conversion of our $825 million and $1.381 billion zero coupon
     convertible senior debentures, as the conversion in those periods would
     have been anti-dilutive.



                                       10
<PAGE>
NOTE 8  SUPPLEMENTAL INCOME STATEMENT INFORMATION

        Other income, net includes the following:

<Table>
<Caption>
                                                   THREE MONTHS ENDED JUNE 30,            SIX MONTHS ENDED JUNE 30,
                                                     2002               2001               2002               2001
                                                   --------           --------           --------           --------
<S>                                                <C>                <C>                <C>                <C>
(IN THOUSANDS)

Gains on marketable securities                     $    475           $  3,354           $  2,950           $  7,215
(Losses) gains on disposition of long-term assets      (722)              (189)              (828)             4,988
Foreign currency transaction gains (losses)           2,524               (185)             2,307                297
Corporate reorganization expense                     (1,316)                --             (3,358)                --
Other                                                 1,688                 76              2,075               (176)
                                                   --------           --------           --------           --------
                                                   $  2,649           $  3,056           $  3,146           $ 12,324
                                                   --------           --------           --------           --------
</TABLE>

NOTE 9  SEGMENT INFORMATION

        The following table sets forth financial information with respect to our
reportable segments:

<Table>
<Caption>
                                                   THREE MONTHS ENDED JUNE 30,                  SIX MONTHS ENDED JUNE 30,
                                                  2002                  2001                  2002                  2001
                                                -----------           -----------           -----------           -----------
<S>                 <C>                         <C>                   <C>                   <C>                   <C>
(IN THOUSANDS)
Operating revenues and Earnings from
   unconsolidated affiliates:
   Contract drilling(1)                         $   326,173           $   572,687           $   684,605           $ 1,075,921
   Manufacturing and logistics(2)                    40,214                74,168                79,933               138,940
   Other(3)                                          (9,869)              (35,375)              (21,183)              (62,214)
                                                -----------           -----------           -----------           -----------
     Total                                      $   356,518           $   611,480           $   743,355           $ 1,152,647
                                                -----------           -----------           -----------           -----------

Income derived from operating activities:(4)
   Contract drilling(1)                         $    39,719           $   145,846           $   100,889           $   259,059
   Manufacturing and logistics(2)                     7,235                27,769                16,441                50,701
   Other(5)                                          (9,434)              (12,729)              (18,753)              (24,845)
                                                -----------           -----------           -----------           -----------
     Total                                      $    37,520           $   160,886           $    98,577           $   284,915
Interest expense                                    (14,418)              (14,513)              (29,033)              (26,977)
Interest income                                       8,142                15,676                17,393                28,936
Other income, net                                     2,649                 3,056                 3,146                12,324
                                                -----------           -----------           -----------           -----------
     Income before income taxes                 $    33,893           $   165,105           $    90,083           $   299,198
                                                -----------           -----------           -----------           -----------
</TABLE>

<Table>
<Caption>
                                                                   JUNE 30,           DECEMBER 31,
                                                                     2002                2001
                                                                 -----------          -----------
<S>                  <C>                                         <C>                  <C>
Total assets:
   Contract drilling (6)                                         $ 3,271,637          $ 2,872,534
   Manufacturing and logistics (7)                                   310,448              311,629
   Other (5)                                                         850,693              967,752
                                                                 -----------          -----------
      Total                                                      $ 4,432,778          $ 4,151,915
                                                                 -----------          -----------
</Table>

(1)  Includes Earnings from unconsolidated affiliates, accounted for by the
     equity method, of $7.1 million and $4.2 million for the three-month periods
     ended June 30, 2002 and 2001, and $13.5 million and $8.4 million for the
     six-month periods ended June 30, 2002 and 2001, respectively.
(2)  Includes Earnings from unconsolidated affiliates, accounted for by the
     equity method, of $3.3 million and $5.8 million for the three-month periods
     ended June 30, 2002 and 2001, and $7.9 million and $11.8 million for the
     six-month periods ended June 30, 2002 and 2001, respectively.
(3)  Includes the elimination of inter-segment manufacturing and logistics
     sales.
(4)  Income derived from operating activities is computed by: subtracting direct
     costs, general and administrative expenses, and depreciation and
     amortization expense from Operating revenues and then adding Earnings from
     unconsolidated affiliates. Such amounts should not be used as a substitute
     to those amounts reported under accounting principles generally accepted in
     the United States of America. However, management does evaluate the
     performance of its business units and the consolidated company based on
     income derived from operating activities because it believes that this
     financial measure is an accurate reflection of the ongoing profitability of
     our company.
(5)  Includes the elimination of inter-segment transactions and unallocated
     corporate expenses, assets and capital expenditures.
(6)  Includes $26.5 million and $22.3 million of investments in unconsolidated
     affiliates, accounted for by the equity method, at June 30, 2002 and
     December 31, 2001, respectively.
(7)  Includes $32.4 million and $32.8 million of investments in unconsolidated
     affiliates, accounted for by the equity method, at June 30, 2002 and
     December 31, 2001, respectively.

                                       11
<PAGE>
NOTE 10  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

         In connection with the corporate reorganization discussed in Note 1,
Nabors has fully and unconditionally guaranteed all of the issued public debt
securities of Nabors Delaware at the effective time of the merger. The following
condensed consolidated financial information for Nabors as Parent-Guarantor,
Nabors Delaware as Issuer, and all their other subsidiaries is included so that
separate financial statements of Nabors Delaware are not required to be filed
with the US Securities and Exchange Commission. The condensed consolidating
financial statements present Nabors and Nabors Delaware investments in their
subsidiaries using the equity method of accounting.
Condensed Consolidating Balance Sheet

<TABLE>
<CAPTION>
                                                                                     June 30, 2002
                                                    --------------------------------------------------------------------------------
                                                                         Nabors          Other        Consolidating
                                                        Nabors          Delaware      Subsidiaries     Adjustments        Total
                                                    --------------   --------------  --------------   --------------  --------------
<S>                                                  <C>             <C>              <C>             <C>              <C>
(IN THOUSANDS)
ASSETS
Current assets:
   Cash and cash equivalents                         $       25      $       12       $  142,996      $         --       $  143,033
   Marketable securities                                     --              --          409,550                --          409,550
   Accounts receivable, net                                  --              --          297,261                --          297,261
   Inventory and supplies                                    --              --           16,592                --           16,592
   Prepaid expenses and other current assets                 --              25          120,862                --          120,887
                                                     ----------      ----------       ----------      ------------       ----------
     Total current assets                                    25              37          987,261                --          987,323

Marketable securities                                        --              --          236,915                --          236,915
Investments in affiliates                               176,921       2,815,306        1,862,436        (4,795,766)          58,897
Property, plant and equipment, net                           --              --        2,787,503                --        2,787,503
Goodwill, net                                                --              --          304,377                --          304,377
Intercompany receivables                              1,986,897       2,028,410               --        (4,015,307)              --
Other long-term assets                                       --          11,043           46,720                --           57,763
                                                     ----------      ----------       ----------      ------------       ----------
     Total assets                                    $2,163,843      $4,854,796       $6,225,212      $ (8,811,073)      $4,432,778
                                                     ==========      ==========       ==========      ============       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt                         --              --            3,565                --            3,565
   Trade accounts payable                                    --              20          107,608                --          107,628
   Accrued liabilities                                       --           2,607          134,343                --          136,950
   Income taxes payable                                      --            (189)          31,636                --           31,447
                                                     ----------      ----------       ----------      ------------       ----------
     Total current liabilities                               --           2,438          277,152                --          279,590

Long-term debt                                               --       1,534,460           47,723                --        1,582,183
Other long-term liabilities                                  --              --          100,731                --          100,731
Deferred income taxes                                        --         (78,610)         385,041                --          306,431
Intercompany payables                                        --              --        4,015,307        (4,015,307)              --
                                                     ----------      ----------       ----------      ------------       ----------
     Total liabilities                                       --       1,458,288        4,825,954        (4,015,307)       2,268,935
                                                     ----------      ----------       ----------      ------------       ----------
Stockholders' equity                                  2,163,843       3,396,508        1,399,258        (4,795,766)       2,163,843
                                                     ----------      ----------       ----------      ------------       ----------
     Total liabilities and stockholders' equity      $2,163,843      $4,854,796       $6,225,212      $ (8,811,073)      $4,432,778
                                                     ==========      ==========       ==========      ============       ==========
</Table>
                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                                   December 31, 2001
                                                    --------------------------------------------------------------------------------
                                                                         Nabors          Other         Consolidating
                                                       Nabors(1)        Delaware      Subsidiaries      Adjustments       Total
                                                    --------------   --------------  --------------   --------------  --------------
<S>                                                  <C>             <C>              <C>             <C>              <C>
(IN THOUSANDS)
ASSETS
Current assets:
   Cash and cash equivalents                         $       --      $    2,201       $  196,242      $        --      $  198,443
   Marketable securities                                     --              --          343,169               --         343,169
   Accounts receivable, net                                  --              --          361,086               --         361,086
   Inventory and supplies                                    --              --           18,515               --          18,515
   Prepaid expenses and other current assets                 --             417          109,316               --         109,733
                                                     ----------      ----------       ----------      -----------      ----------
     Total current assets                                    --           2,618        1,028,328               --       1,030,946

Marketable securities                                        --              --          377,025               --         377,025
Investments in affiliates                                    13       1,428,593           55,141       (1,428,606)         55,141
Property, plant and equipment, net                           --              --        2,433,247               --       2,433,247
Goodwill, net                                                --              --          199,048               --         199,048
Intercompany receivables                                     --       1,916,919               --       (1,916,919)             --
Other long-term assets                                       --          13,574           42,934               --          56,508
                                                     ----------      ----------       ----------      -----------      ----------
     Total assets                                    $       13      $3,361,704       $4,135,723      $(3,345,525)     $4,151,915
                                                     ==========      ==========       ==========      ===========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt                         --              --            2,510               --           2,510
   Trade accounts payable                                    --              23          131,798               --         131,821
   Accrued liabilities                                       --           4,372          163,650               --         168,022
   Income taxes payable                                      --            (189)          27,966               --          27,777
                                                     ----------      ----------       ----------      -----------      ----------
     Total current liabilities                               --           4,206          325,924               --         330,130

Long-term debt                                               --       1,523,915           43,701               --       1,567,616
Other long-term liabilities                                  --              --          110,902               --         110,902
Deferred income taxes                                        --         (24,283)         309,684               --         285,401
Intercompany payables                                         1              --        1,916,918       (1,916,919)             --
                                                     ----------      ----------       ----------      -----------      ----------
     Total liabilities                                        1       1,503,838        2,707,129       (1,916,919)      2,294,049
                                                     ----------      ----------       ----------      -----------      ----------
Stockholders' equity                                         12       1,857,866        1,428,594       (1,428,606)      1,857,866
                                                     ----------      ----------       ----------      -----------      ----------
     Total liabilities and stockholders' equity      $       13      $3,361,704       $4,135,723      $(3,345,525)     $4,151,915
                                                     ==========      ==========       ==========      ===========      ==========
</TABLE>

(1) Non-Parent, Non-Guarantor


                                       13
<PAGE>
Condensed Consolidating Income Statement

<TABLE>
<CAPTION>
                                                                        Three months ended June 30, 2002
                                                     -------------------------------------------------------------------------
                                                                       Nabors         Other        Consolidating
                                                       Nabors         Delaware     Subsidiaries     Adjustments        Total
                                                      ---------      ---------     ------------     -----------      ---------
<S>                                                   <C>            <C>             <C>             <C>             <C>
(IN THOUSANDS)
Revenues and other income:
   Operating revenues                                 $      --      $      --       $ 346,088       $      --       $ 346,088
   Earnings from unconsolidated affiliates                   --             --          10,430              --          10,430
   Earnings from consolidated affiliates                 22,166         22,126              --         (44,292)             --
   Interest income                                           --             (5)          8,147              --           8,142
   Intercompany interest income                           3,261         13,516              --         (16,777)             --
   Other income, net                                         --            633           2,016              --           2,649
                                                      ---------      ---------       ---------       ---------       ---------
     Total revenues and other income                     25,427         36,270         366,681         (61,069)        367,309
                                                      ---------      ---------       ---------       ---------       ---------
Costs and other deductions:
   Direct costs                                              --             --         238,190              --         238,190
   General and administrative expenses                        7            126          32,691              --          32,824
   Depreciation and amortization                             --             --          47,984              --          47,984
   Interest expense                                          --         13,954             464              --          14,418
   Intercompany interest expense                             --             --          16,777         (16,777)             --
                                                      ---------      ---------       ---------       ---------       ---------
     Total costs and other deductions                         7         14,080         336,106         (16,777)        333,416
                                                      ---------      ---------       ---------       ---------       ---------
Income before income taxes                               25,420         22,190          30,575         (44,292)         33,893
                                                      ---------      ---------       ---------       ---------       ---------

Income taxes:
   Current                                                   --             --           2,514              --           2,514
   Deferred                                                  --             24           5,935              --           5,959
                                                      ---------      ---------       ---------       ---------       ---------
     Total income taxes                                      --             24           8,449              --           8,473
                                                      ---------      ---------       ---------       ---------       ---------
Net income                                            $  25,420      $  22,166       $  22,126       $ (44,292)      $  25,420
                                                      =========      =========       =========       =========       =========
</Table>
                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                    Three months ended June 30, 2001
                                                ------------------------------------------------------------------------
                                                                 Nabors          Other        Consolidating
                                                 Nabors(1)      Delaware      Subsidiaries     Adjustments       Total
                                                ----------      ---------     ------------     -----------     ---------
<S>                                             <C>                    <C>     <C>                    <C>      <C>
(IN THOUSANDS)
Revenues and other income:
   Operating revenues                           $      --       $      --      $ 601,484      $       --       $ 601,484
   Earnings from unconsolidated affiliates             --              --          9,996              --           9,996
   Earnings from consolidated affiliates               --         100,066             --        (100,066)             --
   Interest income                                     --              16         15,660              --          15,676
   Intercompany interest income                        --          20,581             --         (20,581)             --
   Other income, net                                   --            (280)         3,336              --           3,056
                                                ---------       ---------      ---------      ----------       ---------
     Total revenues and other income                   --         120,383        630,476        (120,647)        630,212
                                                ---------       ---------      ---------      ----------       ---------

Costs and other deductions:
   Direct costs                                        --              --        366,034              --         366,034
   General and administrative expenses                 --              73         33,741              --          33,814
   Depreciation and amortization                       --              --         50,746              --          50,746
   Interest expense                                    --          13,976            537              --          14,513
   Intercompany interest income                        --              --         20,581         (20,581)             --
                                                ---------       ---------      ---------      ----------       ---------
     Total costs and other deductions                  --          14,049        471,639         (20,581)        465,107
                                                ---------       ---------      ---------      ----------       ---------
Income before income taxes                             --         106,334        158,837        (100,066)        165,105
                                                ---------       ---------      ---------      ----------       ---------
Income taxes:
   Current                                             --              --         11,388              --          11,388
   Deferred                                            --           2,319         47,383              --          49,702
                                                ---------       ---------      ---------      ----------       ---------
     Total income taxes                                --           2,319         58,771              --          61,090
                                                ---------       ---------      ---------      ----------       ---------
Net income                                      $      --       $ 104,015      $ 100,066      $ (100,066)      $ 104,015
                                                =========       =========      =========      ==========       =========
</TABLE>

(1) Non-Parent, Non-Guarantor

                                       15
<PAGE>
Condensed Consolidating Income Statement

<TABLE>
<CAPTION>
                                                                    Six months ended June 30, 2002
                                                ------------------------------------------------------------------------
                                                                 Nabors         Other       Consolidating
                                                 Nabors         Delaware     Subsidiaries    Adjustments        Total
                                                ---------      ---------     ------------    -----------       ---------
<S>                                             <C>            <C>             <C>             <C>             <C>
(IN THOUSANDS)
Revenues and other income:
   Operating revenues                           $      --      $      --       $ 721,959       $      --       $ 721,959
   Earnings from unconsolidated affiliates             --             --          21,396              --          21,396
   Earnings from consolidated affiliates           64,113         65,702              --        (129,815)             --
   Interest income                                     --             15          17,378              --          17,393
   Intercompany interest income                     3,261         27,464              --         (30,725)             --
   Other income, net                                   --         (1,780)          4,926              --           3,146
                                                ---------      ---------       ---------       ---------       ---------
     Total revenues and other income               67,374         91,401         765,659        (160,540)        763,894
                                                ---------      ---------       ---------       ---------       ---------

Costs and other deductions:
   Direct costs                                        --             --         487,623              --         487,623
   General and administrative expenses                 12            268          65,210              --          65,490
   Depreciation and amortization                       --             --          91,665              --          91,665
   Interest expense                                    --         27,954           1,079              --          29,033
   Intercompany interest expense                       --             --          30,725         (30,725)             --
                                                ---------      ---------       ---------       ---------       ---------
     Total costs and other deductions                  12         28,222         676,302         (30,725)        673,811
                                                ---------      ---------       ---------       ---------       ---------

Income before income taxes                         67,362         63,179          89,357        (129,815)         90,083
                                                ---------      ---------       ---------       ---------       ---------

Income taxes:
   Current                                             --             --           6,957              --           6,957
   Deferred                                            --           (934)         16,698              --          15,764
                                                ---------      ---------       ---------       ---------       ---------
     Total income taxes                                --           (934)         23,655              --          22,721
                                                ---------      ---------       ---------       ---------       ---------

Net income                                      $  67,362      $  64,113       $  65,702       $(129,815)      $  67,362
                                                =========      =========       =========       =========       =========
</TABLE>

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                                                        Six months ended June 30, 2001
                                                ----------------------------------------------------------------------------
                                                                 Nabors          Other        Consolidating
                                                 Nabors(1)      Delaware      Subsidiaries     Adjustments          Total
                                                ----------     ---------      ------------     -----------        ----------
<S>                                             <C>            <C>             <C>               <C>              <C>
(IN THOUSANDS)
Revenues and other income:
   Operating revenues                           $      --     $      --       $1,132,404         $      --        $1,132,404
   Earnings from unconsolidated affiliates             --            --           20,243                --            20,243
   Earnings from consolidated affiliates               --       178,940               --          (178,940)               --
   Interest income                                     --            33           28,903                --            28,936
   Intercompany interest income                        --        39,944               --           (39,944)               --
   Other income, net                                   --          (969)          13,293                --            12,324
                                                ---------     ---------       ----------         ---------        ----------
     Total revenues and other income                   --       217,948        1,194,843          (218,884)        1,193,907
                                                ---------     ---------       ----------         ---------        ----------

Costs and other deductions:
   Direct costs                                        --            --          706,356                --           706,356
   General and administrative expenses                 --           191           66,709                --            66,900
   Depreciation and amortization                       --            --           94,476                --            94,476
   Interest expense                                    --        25,781            1,196                --            26,977
   Intercompany interest expense                       --            --           39,944           (39,944)               --
                                                ---------     ---------       ----------         ---------        ----------
     Total costs and other deductions                  --        25,972          908,681           (39,944)          894,709
                                                ---------     ---------       ----------         ---------        ----------

Income before income taxes                             --       191,976          286,162          (178,940)          299,198
                                                ---------     ---------       ----------         ---------        ----------

Income taxes:
   Current                                             --            --           26,323                --            26,323
   Deferred                                            --         4,823           80,899                --            85,722
                                                ---------     ---------       ----------         ---------        ----------
     Total income taxes                                --         4,823          107,222                --           112,045
                                                ---------     ---------       ----------         ---------        ----------

Net income                                      $      --     $ 187,153       $  178,940         $(178,940)       $  187,153
                                                =========     =========       ==========         =========        ==========

</Table>

(1) Non-Parent, Non-Guarantor

                                       17

<PAGE>
Condensed Consolidating Cash Flow


<TABLE>
<CAPTION>

                                                                                  Six months ended June 30, 2002
                                                              --------------------------------------------------------------------
                                                                               Nabors      Other        Consolidating
                                                                 Nabors       Delaware   Subsidiaries    Adjustments      Total
                                                               ---------     ---------   ------------    -----------    ---------
<S>                                                            <C>           <C>           <C>               <C>        <C>
(IN THOUSANDS)
Net cash provided by (used for) operating activities           $      25     $  (5,469)    $ 200,129       $      --    $ 194,685
                                                               ---------     ---------     ---------       ---------    ---------

Cash flows from investing activities:
   Purchases of marketable securities, available-for-sale             --            --       (24,253)             --      (24,253)
   Sales of marketable securities, available-for-sale                 --            --        94,526              --       94,526
   Cash received from disposition of long-term assets                 --            --         4,923              --        4,923
   Cash paid for acquisitions of businesses, net                      --            --      (116,668)             --     (116,668)
   Capital expenditures                                               --            --      (198,072)             --     (198,072)
                                                               ---------     ---------     ---------       ---------    ---------
Net cash used for investing activities                                --            --      (239,544)             --     (239,544)
                                                               ---------     ---------     ---------       ---------    ---------

Cash flows from financing activities:
   Decrease in restricted cash                                        --            --           867              --          867
   Reduction of long-term borrowings                                  --        (5,048)      (16,414)             --      (21,462)
   Common stock transactions                                          --         8,328            --              --        8,328
                                                               ---------     ---------     ---------       ---------    ---------
Net cash provided by (used for) financing activities                  --         3,280       (15,547)             --      (12,267)
                                                               ---------     ---------     ---------       ---------    ---------

Effect of exchange rate changes on cash and cash equivalents          --            --         1,716              --        1,716
                                                               ---------     ---------     ---------       ---------    ---------

Net increase (decrease) in cash and cash equivalents                  25        (2,189)      (53,246)             --      (55,410)
Cash and cash equivalents, beginning of period                        --         2,201       196,242              --      198,443
                                                               ---------     ---------     ---------       ---------    ---------
Cash and cash equivalents, end of period                       $      25     $      12     $ 142,996       $      --    $ 143,033
                                                               =========     =========     =========       =========    =========

</TABLE>


                                       18
<PAGE>


<TABLE>
<CAPTION>
                                                                                Six months ended June 30, 2001
                                                              --------------------------------------------------------------------
                                                                               Nabors      Other        Consolidating
                                                               Nabors(1)      Delaware   Subsidiaries    Adjustments      Total
                                                               ---------     ---------   ------------    -----------    ---------
<S>                                                            <C>           <C>           <C>               <C>        <C>
(IN THOUSANDS)
Net cash (used for) provided by operating activities           $      --     $(736,427)    $ 977,384       $      --    $ 240,957
                                                               ---------     ---------     ---------       ---------    ---------

Cash flows from investing activities:
   Purchases of marketable securities, available-for-sale             --            --      (441,279)             --     (441,279)
   Sales of marketable securities, available-for-sale                 --            --        28,193              --       28,193
   Cash received from disposition of long-term assets                 --            --         7,486              --        7,486
   Capital expenditures                                               --            --      (319,797)             --     (319,797)
                                                               ---------     ---------     ---------       ---------    ---------
Net cash used for investing activities                                --            --      (725,397)             --     (725,397)
                                                               ---------     ---------     ---------       ---------    ---------

Cash flows from financing activities:
   Increase in restricted cash                                        --            --           (33)             --          (33)
   Proceeds from long-term borrowings                                 --       840,335             3              --      840,338
   Reduction of long-term borrowings                                  --            --        (3,556)             --       (3,556)
   Debt issuance costs                                                --            --       (12,879)             --      (12,879)
   Common stock transactions                                          --         7,724            --              --        7,724
   Treasury stock transactions                                        --      (111,580)           --              --     (111,580)
                                                               ---------     ---------     ---------       ---------    ---------
Net cash provided by (used for) financing activities                  --       736,479       (16,465)             --      720,014
                                                               ---------     ---------     ---------       ---------    ---------

Effect of exchange rate changes on cash and cash equivalents          --            --             6              --            6
                                                               ---------     ---------     ---------       ---------    ---------

Net increase in cash and cash equivalents                             --            52       235,528              --      235,580
Cash and cash equivalents, beginning of period                        --         2,118       195,194              --      197,312
                                                               ---------     ---------     ---------       ---------    ---------
Cash and cash equivalents, end of period                       $      --     $   2,170     $ 430,722       $      --    $ 432,892
                                                               =========     =========     =========       =========    =========
</TABLE>

(1) Non-Parent, Non-Guarantor

NOTE 11  SUBSEQUENT EVENTS

Share and Debt Repurchase Programs

         On July 17, 2002, the Board of Directors of Nabors authorized the
continuation of the share repurchase program that had begun under Nabors
Delaware, and provided that the amount of Nabors common shares authorized for
purchase by Nabors going forward was up to $400 million. Under the Nabors
Delaware program, Nabors Delaware had acquired an aggregate of approximately
$248.0 million of Nabors Delaware common stock, or 6.2 million shares. Pursuant
to Bermuda law, any shares, when purchased, will be treated as cancelled, the
amount of Nabors' issued capital will be diminished by the nominal value of
those shares repurchased and retained earnings will be reduced by the
incremental difference between the cost of issuance and the cost of the shares
repurchased. A repurchase of shares will not have the effect of reducing the
amount of Nabors' authorized share capital. Additionally, the Board approved the
repurchase of up to $400 million of outstanding debt securities of Nabors and
its subsidiaries. These amounts may be increased or decreased at the discretion
of the Board, depending upon market conditions and consideration of the best
interest of shareholder value. Repurchases may be conducted either on the open
market, negotiated transactions, or by other means, from time to time, depending
upon market conditions and other factors.

         On July 23, 2002, we entered into a private transaction with a
counterparty in which we sold 1.0 million European-style put options for $2.6
million with a maturity date of October 23, 2002. If the price of our common
shares is below $26.5698 on the maturity date, we anticipate that the
counterparty will exercise the put option which will result in, at our option
(1) our purchase of 1.0 million of our common shares at a price of $26.5698 per
share or (2) our payment, in cash or Nabors common shares, of an amount equal to
the difference between $26.5698 and our stock price on October 23, 2002
multiplied by 1.0 million. If the price of our common shares is above $26.5698
on the maturity date, we anticipate that the counterparty will let the option
expire. In either case, we retain the $2.6 million in proceeds which was
recorded as an increase in capital in excess of par value in July 2002.

         On August 2, 2002, Nabors acquired, through a subsidiary, 91,000 of its
common shares in the open market for $27.30 per share for an aggregate price,
including commissions, of $2.5 million. The shares will be recorded by the
subsidiary as an investment in Nabors, and will be eliminated in consolidation.
So long as the Nabors common shares are held by a subsidiary, they will be
issued and outstanding and will have the same rights as other outstanding
shares.


                                       19
<PAGE>


Interest Rate Hedge Transaction

         On July 24, 2002, we entered into an interest rate hedge transaction
with a third party financial institution to manage and mitigate interest rate
risk exposure relative to a contemplated debt financing transaction of an
indeterminate amount. Under the agreement, we agreed to receive (pay) cash from
(to) the counterparty based on the difference between 4.43% and the 10-year
Treasury rate on August 23, 2002, based on a $100.0 million notional amount with
semi-annual interest payments over a 10-year maturity. In accordance with SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as
amended, we will account for this transaction as a cash flow hedge.

Proposed Acquisition of Ryan Energy Technologies, Inc.

         On August 12, 2002, Nabors entered into an arrangement agreement with
Ryan Energy Technologies, Inc., Canadian corporation that provides drilling
technology and services and data management solutions for the energy industry.
Pursuant to the agreement, Nabors, through a Canadian subsidiary, will offer
Cdn. $1.85 for each Ryan common share. Ryan shareholders will have the option to
elect to receive Cdn. $1.85 in cash or the equivalent value in exchangeable
shares of Nabors Exchangeco (Canada) Inc., which shares will be exchangeable for
Nabors common shares. The exchangeable shares will have the same voting rights,
dividend entitlements and other attributes as Nabors common shares, will be
exchangeable, at each shareholder's option, on a one-for-one basis, into Nabors
common shares and will be listed on the Toronto Stock Exchange. The exchangeable
shares will be automatically exchanged upon the occurrence of certain events.
The transaction is to be effected by way of a Plan of Arrangement.

         The arrangement agreement has been unanimously approved by the Board of
Directors of Ryan and the Plan of Arrangement will require the approval of the
Court of Queen's Bench of Alberta and the approval of at least 66 2/3% of the
Ryan shareholders and optionholders, voting as a single class, at a meeting to
be held for that purpose. The Board of Directors of Ryan has received an opinion
from its financial advisor, Peters & Co. Limited, that the consideration under
the arrangement is fair, from a financial point of view, to the Ryan
shareholders. The arrangement agreement contains certain closing conditions,
including Nabors being satisfied regarding certain due diligence reviews of
Ryan's technology, customary non-solicitation provisions and a termination fee
payable by Ryan of Cdn. $1.75 million under certain circumstances. Nabors
retains the right to match competing proposals should they arise.

         Certain shareholders and optionholders of Ryan who own or control an
aggregate of 4,454,058 Ryan common shares and 450,000 options to acquire Ryan
common shares, which constitute approximately 21% of the outstanding common
shares of Ryan (diluted for in-the-money options), have agreed, subject to the
terms and conditions of those agreements, to vote their Ryan common shares and
options in favor of the arrangement. As a result of such agreements, Nabors may
be considered to have acquired ownership, control or direction over such shares.
Nabors did not previously own or exercise control or direction over any
securities of Ryan.


                                       20
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors
of Nabors Industries Ltd.:

We have reviewed the accompanying consolidated balance sheet of Nabors
Industries Ltd. and its subsidiaries as of June 30, 2002, and the related
consolidated statements of income for each of the three-month and six-month
periods ended June 30, 2002 and 2001 and the consolidated statements of changes
in stockholders' equity and of cash flows for the six-month periods ended June
30, 2002 and 2001. These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.

We previously audited, in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 2001, and the related consolidated statements of income, changes in
stockholders' equity and of cash flows for the year then ended (not presented
herein), and in our report dated January 23, 2002, except for Note 16, as to
which the date is March 18, 2002, we expressed an unqualified opinion on those
consolidated financial statements.




/s/ PricewaterhouseCoopers LLP
Houston, Texas
July 17, 2002, except for Note 11, as to which the
date is August 13, 2002



                                       21
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS AND SIX
MONTHS ENDED JUNE 30, 2001

         Operating revenues and Earnings from unconsolidated affiliates for the
second quarter of fiscal year 2002 totaled $356.5 million, representing a
decrease of $255.0 million, or 42%, as compared to the prior year period.
Current quarter income derived from operating activities and net income totaled
$37.5 million and $25.4 million ($.17 per diluted share), respectively,
representing decreases of 77% and 76% compared to the prior year period.
Operating revenues and Earnings from unconsolidated affiliates for the first six
months of fiscal year 2002 totaled $743.4 million, representing a decrease of
$409.3 million, or 36%, as compared to the prior year period. Income derived
from operating activities and net income totaled $98.6 million and $67.4 million
($.45 per diluted share), respectively, representing decreases of 65% and 64%
compared to the prior year period. Income derived from operating activities is
computed by: subtracting direct costs, general and administrative expenses, and
depreciation and amortization expense from Operating revenues and then adding
Earnings from unconsolidated affiliates.

         The decrease in our operating results during the current three-month
and six-month periods as compared to the prior year periods is due to the
continuing weak environment in several key markets, driven primarily by lower
levels of activity resulting from the weakness in the price of natural gas and
oil that began in the second half of 2001. Natural gas prices (per the Bloomberg
average US natural gas spot price), which averaged $2.77 per mcf during the
first six months of 2002, were down significantly from the $5.17 per mcf average
during the prior year period. Oil prices (per the Bloomberg average West Texas
Intermediate crude oil spot price) averaged $24.01 per barrel during the first
six months of 2002, down from $28.31 per barrel during the prior year period.
The corresponding decline in our rig activity resulted in declining overall
profitability for Nabors. These lower activity levels have been experienced by
most of our business units, with the sharpest decline coming from our US Lower
48 land drilling business, as the number of working rigs and their average
dayrates and gross margins continued to decline. The decrease in North American
land and offshore drilling activity is illustrated by the drilling industry's
lower total active land and offshore rig count. The average US land, Canadian
land and US offshore rig counts during the six months ended June 30, 2002 were
all lower by 32% than the corresponding prior year period.

         Looking forward, we expect improvements in most of our operations
through the end of the year with the largest increase coming from our Canadian
and international units. The anticipated improvement in Canada is expected to
result from the seasonal increase in activity following spring breakup and the
contributions from our recent acquisition of Enserco Energy Service Company,
Inc. Our markets outside of North America have a favorable near-term outlook,
particularly in our international offshore markets where we anticipate a number
of further rig deployments and continued strong bid prospects. In the US Gulf of
Mexico, we expect a modest improvement in the near term with a more meaningful
increase likely longer term. The remainder of our businesses, primarily those
that are largely directed to the North American gas markets, are stable and we
anticipate improving market conditions throughout the remainder of the year.



                                       22
<PAGE>

    The following tables set forth certain information with respect to our
reportable segments, rig, vessel and well-servicing activity, and certain
industry data:

<Table>
<Caption>
                                            THREE MONTHS ENDED JUNE 30,                      SIX MONTHS ENDED JUNE 30,
                                                                INCREASE                                            INCREASE
                                       2002        2001        (DECREASE)             2002         2001            (DECREASE)
                                     --------    --------    ---------------         ------    -----------      -----------------
<S>                    <C>           <C>         <C>         <C>           <C>     <C>            <C>           <C>          <C>
(IN THOUSANDS, EXCEPT PERCENTAGES)
Reportable segments:
   Operating revenues and
      Earnings from unconsolidated
      affiliates:
      Contract drilling(1)           $326,173    $572,687    $(246,514)    (43%)   $   684,605    $1,075,921    $(391,316)   (36%)
      Manufacturing and
        logistics(2)                   40,214      74,168      (33,954)    (46%)        79,933       138,940      (59,007)   (42%)
      Other(3)                         (9,869)    (35,375)      25,506      72%        (21,183)      (62,214)      41,031     66%
                                     --------    --------    ---------             -----------    ----------    ---------
        Total                        $356,518    $611,480    $(254,962)    (42%)   $   743,355    $1,152,647    $(409,292)   (36%)
                                     --------    --------    ---------             -----------    ----------    ---------

   Income derived from operating
      activities(4):
      Contract drilling(1)           $ 39,719    $145,846    $(106,127)    (73%)   $   100,889    $  259,059    $(158,170)   (61%)
      Manufacturing and
        logistics(2)                    7,235      27,769      (20,534)    (74%)        16,441        50,701      (34,260)   (68%)
      Other(5)                         (9,434)    (12,729)       3,295      26%        (18,753)      (24,845)       6,092     25%
                                     --------    --------    ---------             -----------    ----------    ---------
        Total                        $ 37,520    $160,886    $(123,366)    (77%)   $    98,577    $  284,915    $(186,338)   (65%)
                                     --------    --------    ---------             -----------    ----------    ---------
</TABLE>

------------------------
(1)  Includes Earnings from unconsolidated affiliates, accounted for by the
     equity method, of $7.1 million and $4.2 million for the three-month periods
     ended June 30, 2002 and 2001, and $13.5 million and $8.4 million for the
     six-month periods ended June 30, 2002 and 2001, respectively.

(2)  Includes Earnings from unconsolidated affiliates, accounted for by the
     equity method, of $3.3 million and $5.8 million for the three-month periods
     ended June 30, 2002 and 2001, and $7.9 million and $11.8 million for the
     six-month periods ended June 30, 2002 and 2001, respectively.

(3)  Includes the elimination of inter-segment manufacturing and logistics
     sales.

(4)  Income derived from operating activities is computed by: subtracting direct
     costs, general and administrative expenses, and depreciation and
     amortization expense from Operating revenues and then adding Earnings from
     unconsolidated affiliates. Such amounts should not be used as a substitute
     to those amounts reported under accounting principles generally accepted in
     the United States of America. However, management does evaluate the
     performance of its business units and the consolidated company based on
     income derived from operating activities because it believes that this
     financial measure is an accurate reflection of the ongoing profitability of
     our company.

(5)  Includes the elimination of inter-segment transactions and unallocated
     corporate expenses.


                                       23
<PAGE>
 <Table>
 <Caption>
                                      THREE MONTHS ENDED JUNE 30,                     SIX MONTHS ENDED JUNE 30,
                                                             INCREASE                                          INCREASE
                                    2002         2001       (DECREASE)            2002          2001          (DECREASE)
                                  --------     --------   ---------------       --------     --------     ----------------
<S>          <C>                    <C>         <C>       <C>         <C>        <C>         <C>         <C>         <C>
Rig activity (1):
   Rig years (2)                    194.6       353.6     (159.0)     (45)       203.9       349.3       (145.4)     (42%)
   Rig utilization                    38%         62%       (24%)    (39%)         40%         61%         (21%)     (34%)

Vessel activity:
   Vessel years (3)                  18.9        25.9       (7.0)     (27)        17.7        25.9         (8.2)     (32%)
   Vessel utilization                 56%         76%       (20%)    (26%)         53%         76%         (23%)     (30%)

Well-servicing activity:
   Well-servicing hours (4)       446,000     505,000    (59,000)     (12)     846,000     984,000     (138,000)     (14%)
   Well-servicing utilization         52%         72%       (20%)    (28%)         54%         71%         (17%)     (24%)
 </Table>



(1)  Excludes labor contracts and well-servicing rigs. Includes our percentage
     ownership of rigs from unconsolidated affiliates.

(2)  Rig years represents a measure of the number of equivalent rigs operating
     during a given period. For example, one rig operating 182.5 days during a
     365-day period represents 0.5 rig years.

(3)  Vessel years represents a measure of the number of equivalent vessels
     operating during a given period. For example, one vessel operating 182.5
     days during a 365-day period represents 0.5 vessel years.

(4)  Well-servicing hours represents the total number of hours that our US and
     Canadian well-servicing rig fleet operated during the period.

 <Table>
 <Caption>
                                        THREE MONTHS ENDED JUNE 30,             SIX MONTHS ENDED JUNE 30,
                                                          INCREASE                              INCREASE
                                    2002     2001        (DECREASE)        2002     2001       (DECREASE)
                                   ------   ------   ------------------   ------   ------   ------------------
<S>                                <C>      <C>      <C>          <C>     <C>      <C>      <C>          <C>
Industry data:
   Commodity prices:
      Average US natural gas
       spot price ($/mcf) (1)      $ 3.06   $ 4.16   $(1.10)      (26%)   $ 2.77   $ 5.17   $(2.40)      (46%)
      Average West Texas
       intermediate crude oil
       spot price ($/bbl) (1)      $26.29   $27.88   $(1.59)       (6%)   $24.01   $28.31   $(4.30)      (15%)
   Rig count data:
      Average US land rig
        count (2)                     683    1,049     (366)      (35%)      681    1,000     (319)      (32%)
      Average International land
        rig count (2)                 499      524      (25)       (5%)      503      521      (18)       (3%)
      Average Canadian land
        rig count (2)                 140      249     (109)      (44%)      258      379     (121)      (32%)
      Average US offshore rig
        count (2)                     107      168      (61)      (36%)      114      168      (54)      (32%)
</Table>

----------------

(1)  Source:  Bloomberg
(2)  Source:  Baker Hughes


                                       24
<PAGE>
         Contract drilling. This segment includes our drilling, workover and
well-servicing operations, on land and offshore. Second quarter 2002 Operating
revenues and Earnings from unconsolidated affiliates for the contract drilling
segment totaled $326.2 million and income derived from operating activities
totaled $39.7 million, representing decreases of 43% and 73%, respectively,
compared to the prior year quarter. Equivalent rig years (excluding labor
contracts and land well-servicing rigs) decreased to 194.6 years during the
second quarter of 2002 from an average of 353.6 years during the prior year
quarter. For the six months ended June 30, 2002, contract drilling Operating
revenues and Earnings from unconsolidated affiliates totaled $684.6 million and
income derived from operating activities totaled $100.9 million, representing
decreases of 36% and 61%, respectively, compared to the prior year period.
Equivalent rig years decreased to 203.9 years from an average of 349.3 years
during the prior year period.

         Alaskan drilling revenues decreased during the current quarter due to
lower equivalent rig years, partially offset by higher average dayrates and
increased year-to-date due to higher average dayrates. Equivalent rig years in
Alaska decreased to 9.6 years during the current quarter from 10.5 years in the
prior year quarter and decreased slightly to 10.5 years during the six months
ended June 30, 2002 from 10.6 years during the prior year period.

         US Lower 48 drilling revenues decreased dramatically during the current
quarter and year-to-date as a result of decreased demand for drilling services.
The protracted weakness of the North American natural gas market has resulted in
significant declines in both equivalent rig years and dayrates. US Lower 48
equivalent rig years decreased to 105.6 years during the current quarter from
242.5 years during the prior year quarter and decreased to 106.7 years during
the first six months of 2002 from 231.8 years during the prior year period.

         US land well-servicing operations decreased during the current quarter
and year-to-date due to decreased activity primarily resulting from lower oil
prices and, to a lesser extent, lower natural gas prices. US land well-servicing
hours decreased to 415,000 hours during the current quarter from 505,000 hours
during the prior year quarter and decreased to 815,000 hours during the six
months ended June 30, 2002 from 984,000 hours during the prior year period.

         US Offshore revenues decreased during the current quarter and
year-to-date due to decreased drilling activity resulting from lower natural gas
and oil prices. Offshore equivalent rig years decreased to 14.5 years during the
current quarter from 34.1 years during the prior year quarter and decreased to
14.7 years during the first six months of 2002 from 32.7 years during the prior
year period.

         Canadian revenues increased during the current quarter and year-to-date
due to the increase in well-servicing revenues resulting from the acquisition of
Enserco in April 2002. Drilling revenues decreased due to lower activity.
Equivalent rig years in Canada decreased to 11.4 years during the current
quarter from 14.9 years during the prior year quarter and decreased to 19.1
years during the first six months of 2002 from 22.0 years during the prior year
period. Canadian well-servicing hours totaled 31,000 hours from April 26, 2002
through June 30, 2002.

         International revenues increased during the current quarter and
year-to-date due to higher average dayrates and rig years. International
equivalent rig years increased to 53.5 years during the current quarter from
51.6 years during the prior year quarter and increased to 52.9 years during the
first six months of 2002 from 52.2 years during the prior year period.
Equivalent rig years include our percentage ownership of rigs from
unconsolidated affiliates which totaled 3.5 and 3.3 during the three months
ended June 30, 2002 and 2001 and 3.5 and 3.0 during the six months ended June
30, 2002 and 2001.

         Manufacturing and logistics. This segment includes our supply vessel,
top drive manufacturing, rig instrumentation and software, and construction and
transportation operations. Manufacturing and logistics Operating revenues and
Earnings from unconsolidated affiliates were $40.2 million during the current
quarter, representing a decrease of 46% compared with the prior year quarter.
Income derived from operating activities for this segment decreased to $7.2
million compared to $27.8 million, representing a decrease of 74% compared to
the prior year quarter. For the six months ended June 30, 2002, manufacturing
and logistics Operating revenues and Earnings from unconsolidated affiliates
totaled $79.9 million and income derived from operating activities totaled $16.4
million, representing decreases of 42% and 68%, respectively. Decreases in this
segment resulted primarily from decreased top drive sales for our manufacturing
operation, decreased rig move activity for our transportation operation and
lower equivalent vessel years for our supply vessel operation. Equivalent supply
vessel years decreased to 18.9 years during the current quarter from 25.9 years
during the prior year quarter and decreased to 17.7 years during the six months
ended June 30, 2002 from 25.9 years during the prior year period.

         Other Financial Information. Our gross margin percentage decreased to
31% in the current quarter from 39% in the prior year period and decreased to
32% in the first six months of 2002 from 38% in the prior year period. This
percentage is calculated by dividing gross margin by operating revenues. Gross
margin is calculated by subtracting direct costs from operating revenues. The
decrease in our gross margin percentage during the three and six months ended
June 30, 2002 is primarily due to lower average dayrates in our US Lower 48
drilling and US Offshore operations.

         General and administrative expenses decreased by $1.0 million, or 3%,
in the current quarter and by $1.4 million, or 2%, in the first six months
compared to the prior year periods due to decreased rig activity, partially
offset by increases due to the Command Drilling Corporation and Enserco
acquisitions. As a percentage of operating revenues, general and


                                       25
<PAGE>
administrative expenses increased during the current quarter (9.5% vs. 5.6%) and
year-to-date (9.1% vs. 5.9%), compared to the prior year periods, as these
expenses were spread over a lower revenue base.

         Depreciation and amortization expense decreased by $2.8 million, or 5%,
in the current quarter and by $2.8 million or 3%, in the first six months
compared to the prior year periods. Effective January 1, 2002, we adopted SFAS
142, "Goodwill and Other Intangible Assets", and we no longer amortize goodwill.
The effect of this change would have increased net income by approximately $1.1
million ($.01 per diluted share) for the prior year quarter and approximately
$2.3 million ($.01 per diluted share) for the six months ended June 30, 2001. In
addition, effective October 1, 2001, we changed the depreciable lives of our
drilling and workover rigs from 4,200 to 4,900 active days, our jackup rigs from
4,200 to 8,030 active days and certain other drilling equipment to better
reflect the estimated useful lives of these assets. The effect of this change in
accounting estimate was accounted for on a prospective basis beginning October
1, 2001 and increased net income by approximately $5.1 million ($.03 per diluted
share) for the current quarter and approximately $10.7 million ($.07 per diluted
share) for the six months ended June 30, 2002. Depreciation expense also
decreased due to lower rig utilization. Partially offsetting these items was an
increase in depreciation expense related to capital expenditures for projects
that went into service subsequent to June 30, 2001.

         Interest expense increased year-to-date due to higher average
outstanding debt balances and higher amortization of deferred financing costs
compared to the prior year period. This was partially offset by the debt buy
back that occurred in December 2001. Interest income decreased during the
current quarter and year-to-date due to a significant decrease in interest rates
earned on our investments resulting from the overall lower interest rate
environment, in addition to a lower average balance invested as compared to the
prior year period.

         Other income decreased during the first six months of 2002 primarily
due to lower gains on marketable securities, losses incurred on dispositions of
long-term assets compared to gains incurred on such transactions in the prior
year period and reorganization charges relating to the corporate reorganization.
These unfavorable variances were partially offset by a gain realized from the
foreign exchange contracts relating to the Enserco acquisition and miscellaneous
other items.

         Our effective tax rate was 25% during the current quarter and
year-to-date compared to 37% in the comparable prior year periods. This lower
effective tax rate is primarily due to a higher proportion of our earnings being
generated from our International operations that are generally taxed at lower
effective tax rates than our US operations.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2002, we had cash and cash equivalents and investments
in marketable securities totaling $789.5 million. In addition, we generate
significant cash from operations over the course of a twelve-month period. Our
ability to raise money in the public markets is enhanced by our senior unsecured
debt ratings as provided by Moody's Investor Service and Standard & Poor's which
are currently "A3" and "A-", respectively.

         We had working capital of $707.7 million as of June 30, 2002,
representing a $6.9 million increase compared to December 31, 2001. The increase
in working capital is primarily attributable to the increase in short-term
marketable securities and decrease in accounts payable and accrued liabilities,
partially offset by decreases in cash and accounts receivable.

         Our funded debt to capital ratio was 0.42:1 as of June 30, 2002,
compared to 0.46:1 as of December 31, 2001. Our net funded debt to capital ratio
was 0.27:1 as of June 30, 2002, compared to 0.26:1 as of December 31, 2001.
Funded debt to capital ratio is calculated by dividing funded debt by funded
debt plus capital. Funded debt is defined as the sum of (1) short-term
borrowings, (2) current portion of long-term debt and (3) long-term debt.
Capital is defined as stockholders' equity. The net funded debt to capital ratio
considers cash and cash equivalents, short-term marketable securities and
long-term marketable securities as an additional offset against funded debt.
This ratio is calculated by dividing net funded debt by net funded debt plus
capital. Both of these ratios are a method for calculating the amount of
leverage a company has in relation to its capital. Our interest coverage ratio
was 9.5:1 as of June 30, 2002, compared to 13.3:1 as of December 31, 2001. The
interest coverage ratio is computed by calculating the sum of earnings before
interest expense, income taxes, and depreciation and amortization expense
(EBITDA) and then dividing by interest expense. The ratio is a method for
calculating the amount of cash flows available to cover interest expense.

         Net cash provided by operating activities totaled $194.7 million during
the six months ended June 30, 2002, compared to net cash provided by operating
activities totaling $241.0 million during the prior year period. This decrease
is primarily due to the decrease in our net income. This was partially offset
during the current period by cash provided from the change in our working
capital accounts as compared to the prior year where our working capital
accounts resulted in a use of cash. During the six-month period ended June 30,
2002 and 2001, net income was increased for non-cash items such as depreciation
expense and deferred taxes and was reduced for earnings from unconsolidated
affiliates.

         Net cash used for investing activities totaled $239.5 million during
the current six-month period, compared to $725.4 million used during the prior
year period. During the current period, we used cash primarily for capital
expenditures and the acquisition of Enserco. On March 18, 2002, we acquired, for
cash, 20.5% of the issued and outstanding shares of Enserco, a Canadian
publicly-held corporation, for Cdn. $15.50 per share for a total price of Cdn.
$83.2 million (US $52.6 million). On April 26, 2002, we completed our
acquisition of Enserco by purchasing their remaining outstanding shares for


                                       26


<PAGE>
Cdn. $15.65 per share by paying cash of Cdn. $100.1 million (US $64.1 million)
and by issuing 2,638,526 shares of Nabors Delaware common stock and 910,556
shares of exchangeable stock of Nabors Exchangeco (Canada) Inc., an indirect
wholly-owned Canadian subsidiary of Nabors Delaware, that are exchangeable for
our common shares on a one-for-one basis. In addition, we assumed Enserco debt
totaling Cdn. $33.4 million (US $21.3 million). Cash was provided during the
current period from the sale of marketable securities. During the prior year
period, cash was primarily used for capital expenditures and purchases of
marketable securities.

         Financing activities used cash totaling $12.3 million during the
current six-month period compared to cash provided of $720.0 million during the
prior year period. During the current period, cash was primarily used for the
reduction of long-term borrowings. We purchased $.6 million face value of our
8-5/8% senior subordinated notes due April 2008 in the open market at a price of
108% and purchased $4.7 million face value of our 6.8% senior unsecured notes
due April 2004 in the open market at a price of 104%. Upon settlement of these
transactions, we paid $5.7 million and recognized a pretax loss of approximately
$.2 million, resulting from the repurchases of these notes at prices higher than
the amounts recorded on our books. Additionally, we paid off Cdn. $21.0 million
(US $13.2 million) of the debt assumed in the Enserco acquisition. In the first
quarter of 2002, we made a $2.5 million scheduled principal payment relating to
our medium-term notes. This was partially offset by cash provided by our receipt
of proceeds from the exercise of options to acquire .6 million shares of our
common stock. During the prior year period, cash was primarily provided by the
proceeds from issuance of our $1.381 billion zero coupon convertible senior
debentures during February 2001, partially offset by cash used to repurchase
shares of our common stock.

         As a result of the reorganization, we may have failed to comply with a
covenant contained in our $200 million credit facility agreement and a related
$30 million letter of credit facility. At the time of the default, there were no
outstanding borrowings on the $200 million unsecured revolving credit facility
and approximately $23 million outstanding on the related letter of credit
facility. Since the $200 million credit facility was scheduled to mature on
September 5, 2002 and we had cash, short-term and long-term marketable
securities balances as of July 31, 2002 totaling $814.3 million, we have
notified the bank that we are terminating the facility. We plan on replacing
this credit facility with a similar facility during the fourth quarter of 2002.
The bank has provided a waiver on the letter of credit facility.

         As of June 30, 2002, we had outstanding capital expenditure purchase
commitments of approximately $36 million primarily for rig-related enhancing and
sustaining capital expenditures. We have historically completed a number of
acquisitions during down markets and will continue to evaluate opportunities to
acquire assets or businesses to enhance our operations. Several of our previous
acquisitions were funded through issuances of our common stock. Future
acquisitions may be paid for using existing cash, borrowings under lines of
credit or issuance of debt or Nabors stock. Such capital expenditures and
acquisitions are at our discretion and will depend on our view of market
conditions and other factors.

         Our current cash and cash equivalents, investments in marketable
securities and projected cash flow generated from current operations are
expected to more than adequately finance our sustaining capital expenditures and
our debt service requirements for the next twelve months.

RECENT CORPORATE REORGANIZATION

         Effective June 24, 2002, Nabors Industries Ltd., a Bermuda exempted
company (Nabors), became the successor to Nabors Industries, Inc., a Delaware
corporation (Nabors Delaware), following a corporate reorganization. The
reorganization was accomplished through the merger of an indirect, newly formed
Delaware subsidiary owned by Nabors, into Nabors Delaware. Nabors Delaware was
the surviving company in the merger and became a wholly-owned, indirect
subsidiary of Nabors. Upon consummation of the merger, all outstanding shares of
Nabors Delaware common stock automatically converted into the right to receive
Nabors common shares with the result that the shareholders of Nabors Delaware on
the date of the merger became the shareholders of Nabors. Nabors and its
subsidiaries continue to conduct the businesses previously conducted by Nabors
Delaware and its subsidiaries. The reorganization has been accounted for as a
reorganization of entities under common control and accordingly, it did not
result in any changes to the consolidated amounts of assets, liabilities and
stockholders' equity.

         The authorized share capital of Nabors consists of 400 million common
shares, par value $.001 per share and 25 million preferred shares, par value
$.001 per share. Common shares issued were 144,368,390 at $.001 par value at
June 30, 2002 compared to 144,368,390 at $.10 par value immediately preceeding
the reorganization. The decrease in par value of common stock from $.10 to $.001
is recorded as an increase to capital in excess of par value and a decrease in
common shares in our Consolidated Financial Statements. In conjunction with the
reorganization, 6.8 million shares of treasury stock outstanding were retired,
as Bermuda law does not recognize the concept of treasury stock. The effect of
this retirement reduced common shares by $.7 million, capital in excess of par
value by $59.2 million and retained earnings by $192.9 million.

         The Board of Nabors Delaware approved the reincorporation transaction
because international activities are an

                                       27
<PAGE>
important part of our current business and they believe that international
operations will continue to grow in the future. Expansion of our international
business is an important part of our current business strategy and significant
growth opportunities exist in the international marketplace. We believe that
reorganizing as a Bermuda company will allow us to implement our business
strategy more effectively. In addition, we believe that the reorganization
should increase our access to international capital markets and acquisition
opportunities, increase our attractiveness to non-US investors, improve global
cash management, improve our global tax position and result in a more favorable
corporate structure for expansion of our current business.

         Several members of the United States Congress have introduced
legislation that, if enacted, would have the effect of eliminating the tax
benefits of the reorganization. In particular, on June 18, 2002, the Senate
Finance Committee approved legislation introduced by Senator Charles Grassley,
the Ranking Minority Member of the Senate Finance Committee, along with Senator
Max Baucus, the Chairman of the Senate Finance Committee, (S. 2119) that, for
United States federal tax purposes, would treat a foreign corporation, such as
Nabors, that undertakes a corporate expatriation transaction, such as the
reorganization, as a domestic corporation and, thus, such foreign corporation
would be subject to United States federal income tax. S. 2119 is proposed to be
effective for corporate expatriation transactions completed after March 20,
2002. In addition, on July 11, 2002, Representative Bill Thomas, Chairman of the
House Committee on Ways and Means, introduced legislation (H.R. 5095) that is
substantially similar to S. 2119 with respect to its treatment of corporations
that undertake a corporate expatriation transaction such as the reorganization,
except that (i) it is proposed to apply to transactions completed after March
20, 2002 and before March 21, 2005 and (ii) it would not permit shareholders to
qualify for tax-free treatment with respect to a corporate expatriation
transaction such as the reorganization. If any of the proposed legislation,
including S. 2119 or H.R. 5095, were enacted with their proposed effective
dates, the tax savings would not be realized from the reorganization.

         In addition, there has been significant, increased negative publicity
and criticism of corporate inversion transactions from public pension funds and
other investors since the time Nabors completed its reorganization.

         In light of such events and if and when any such legislation is
enacted, Nabors will consider the effects of such legislation and will evaluate
all strategic alternatives that may be necessary or prudent in response to such
legislation.

OTHER MATTERS

FORWARD-LOOKING STATEMENTS

         The statements in this document that relate to matters that are not
historical facts are "forward-looking statements" within the meaning of Section
27A of the Securities Exchange Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When used in this document, words such as "anticipate",
"believe", "expect", "plan", "intend", "estimate", "project", "will",
"should", "could", "may", "predict" and similar expressions are intended to
identify forward-looking statements. Future events and actual results may differ
materially from the results set forth in or implied in the forward-looking
statements. Factors that might cause such a difference include:

         o     fluctuations in worldwide prices of and demand for natural gas
               and oil;

         o     fluctuations in levels of natural gas and oil exploration and
               development activities;

         o     fluctuations in the demand for our services;

         o     the existence of competitors, technological changes and
               developments in the oilfield services industry;

         o     the existence of operating risks inherent in the oilfield service
               industry;

         o     the existence of regulatory and legislative uncertainties;

         o     the possibility of political instability in any of the countries
               in which we do business; and

         o     general economic conditions.

         Our businesses depend, to a large degree, on the level of spending by
oil and gas companies for exploration, development and production activities.
Therefore, a sustained increase or decrease in the price of natural gas or oil,
which could have a material impact on exploration and production activities,
could also materially affect our financial condition, results of operations and
cash flows.

RECENT ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill
and Other Intangible Assets", addresses the accounting for goodwill and other
intangible assets after an acquisition. The most significant changes made by
SFAS 142 are: (1) goodwill and intangible assets with indefinite lives no longer
will be amortized; (2) goodwill and intangible assets with indefinite lives must
be tested for impairment at least annually; and (3) the amortization period for
those intangible assets with finite lives no longer will be limited to 40 years.
The effect of no longer amortizing goodwill would have increased net income by
approximately $1.1 million ($.01 per diluted share) for the prior year quarter
and approximately $2.3 million ($.01 per diluted share) for

                                       28
<PAGE>
the six months ended June 30, 2001.

         We adopted SFAS 142 effective January 1, 2002 and during the current
quarter, we performed our initial goodwill impairment assessment as required. As
part of that assessment, we determined that our 11 business units represent our
reporting units as defined by SFAS 142. We determined the aggregate carrying
values and fair values of all such reporting units, both of which were measured
as of the January 1, 2002 adoption date. We calculated the fair value of each
reporting unit based on discounted cash flows and determined there was no
goodwill impairment.

         We adopted SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", effective January 1, 2002, as required. This statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. Due to the nature of our business, this new accounting
pronouncement had no impact on our reported results of operations or financial
position.

         We adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections", effective
April 1, 2002. Due to the nature of our business, Financial Accounting Standards
Board (FASB) 44, 64 and Amendment of FASB 13 are not applicable. SFAS 145
eliminates SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt"
and states that gains and losses from the extinguishment of debt should be
classified as extraordinary items only if they meet the criteria in Accounting
Principles Board (APB) Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions". APB
30, defines extraordinary items as events and transactions that are
distinguished by their unusual nature and by the infrequency of their
occurrence. Accordingly, we no longer classify gains and losses from
extinguishment of debt that are usual and frequent as extraordinary items and we
reclassified to other income any similar debt extinguishment items that had been
reported as extraordinary items in prior accounting periods. In conjunction with
adopting SFAS 145 we reclassified an extraordinary loss recorded during the
first quarter of the year totaling $.13 million, net of taxes of $.08 million,
to other income with the related income tax component reclassified to income tax
expense.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement will require us to
recognize costs associated with exit or disposal activities when they are
incurred rather than when we commit to an exit or disposal plan. Examples of
costs covered by this guidance include lease termination costs, employee
severance costs that are associated with a restructuring, discontinued
operations, plant closings or other exit or disposal activities. The provisions
of this statement are effective for fiscal years beginning after December 31,
2002 and will impact any exit or disposal activities initiated after January 1,
2003. This statement does not currently impact Nabors.

         We adopted Emerging Issues Task Force (EITF) No. 01-14, "Income
Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred", in the current quarter. Previously, we recognized reimbursements
received as a reduction to the related direct costs. EITF 01-14 requires that
reimbursements received be included in operating revenues and "out-of-pocket"
expenses be included in direct costs. Accordingly, reimbursements received from
our customers have been reclassified to revenues for all periods presented. The
effect of adopting EITF 01-14 increased operating revenues and direct costs from
previously reported amounts by $12.9 million and $16.7 million for the three
months ended June 30, 2002 and 2001 and $28.0 million and $33.8 million for the
six months ended June 30, 2002 and 2001, respectively.

CRITICAL ACCOUNTING POLICIES

         The Company disclosed its critical accounting policies in its 2001
Annual Report on Form 10-K. No significant changes have occurred to those
policies with the exception of the following:

         Self Insurance Accruals. Nabors is self-insured for certain losses
relating to workers' compensation, general liability, property damage and
employee medical benefits. Given the recent tightening in the insurance market,
effective April 1, 2002, with our insurance renewal, our self-insurance levels
have significantly increased. As a result, our exposure to losses relating to
workers' compensation, general liability and property damage has increased
dramatically. Effective April 1, 2002, our exposure (that is our deductible) per
occurrence ranges from $1.0 million for workers' compensation to between $2.0
million and $5.0 million for employer liability, Jones Act and general liability
and $10.0 million for rig physical damage. Therefore, we are self-insured for
rigs with replacement values less than $10.0 million. As a result, if a Nabors'
rig with a net book value of $9.0 million was destroyed, we would record a $9.0
million loss in the period in which the loss event occurred. In previous years,
we had physical damage insurance for essentially all of our rigs, with a
substantially lower deductible of $.25 million per occurrence. Thus,
historically we have not recorded material losses in our financial statements
related to the destruction of one our rigs. We have purchased stop-loss coverage
in order to limit our aggregate exposure to certain physical damage claims for
insured rigs, that is those rigs with replacement values in excess of $10.0
million. The effect of this coverage is that our maximum physical damage loss on
insured rigs would be $20.0 million plus $1.0 million per occurrence. There is
no assurance that such coverage will adequately protect Nabors against liability
from all potential consequences.

                                       29
<PAGE>
FOREIGN CURRENCY RISK

         We operate in a number of international areas and are involved in
transactions denominated in currencies other than US dollars, which exposes us
to foreign exchange rate risk. The most significant exposures arise in
connection with our operations in Canada and Saudi Arabia, which usually are
substantially unhedged. In Saudi Arabia, upon renewal of our contracts, we have
been converting riyal-denominated contracts to US dollar-denominated contracts
in order to reduce our exposure to the Saudi riyal even though that currency has
been pegged to the US dollar at a rate of 3.745 Saudi riyal to 1.00 US dollar
since 1986. We cannot guarantee that we will be able to convert future
riyal-denominated contracts to US dollar-denominated contracts or that the riyal
exchange rate will continue in effect as in the past.

         At various times, we utilize local currency borrowings (foreign
currency denominated debt), the payment structure of customer contracts and
foreign exchange contracts to selectively hedge our exposure to exchange rate
fluctuations in connection with monetary assets, liabilities, cash flows and
commitments denominated in certain foreign currencies. A foreign exchange
contract is a foreign currency transaction, defined as an agreement to exchange
different currencies at a given future date and at a specified rate.

         On March 26, 2002, in anticipation of closing the Enserco acquisition,
discussed in Note 3, we entered into two foreign exchange contracts with a total
notional value of Cdn. $115.9 million and maturity dates of April 29, 2002.
Additionally, on April 9, 2002, we entered into a third foreign exchange
contract with a notional value of Cdn. $50.0 million maturing April 29, 2002.
The notional amounts of these contracts were used to fund the cash portion of
the Enserco acquisition purchase price (Note 3). The notional amounts of these
contracts represented the amount of foreign currency purchased at maturity and
did not represent our exposure on these contracts. Although such contracts
served as an economic hedge against our foreign currency risk related to the
cash portion of the acquisition cost, we accounted for these contracts as
speculative as required by SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities" and therefore marked them to market as of March 31, 2002. We
recorded a US $.17 million loss in our statement of income as of March 31, 2002.
Upon maturity of these foreign exchange contracts on April 29, 2002, we
recognized a gain of approximately US $1.95 million in our statement of income
for the three months ended June 30, 2002.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         The following discusses developments with respect to the material
lawsuit reported in our annual report on Form 10-K for the year ended December
31, 2001, as amended, and discusses additional material lawsuits filed in the
current quarter.

         In Verdin v. R&B Falcon Drilling USA, Inc., et al., Civil Action No.
G-00-488, in the United States District Court for the Southern District of
Texas, Galveston Division, the class action lawsuit against our offshore
drilling subsidiaries alleging, among other things, conspiracy to depress wages
and benefits paid to our offshore employees, we have reached a settlement, which
was approved by the court on April 22, 2002. The settlement payment was made in
the second quarter, and the amount paid by Nabors' subsidiaries was not material
to Nabors.

         On May 23, 2002, Steve Rosenberg, an individual shareholder of the
company, filed a complaint against the company and its directors in the United
States District Court for the Southern District of Texas (Civil Action No.
02-1942), alleging that Nabors' May 10, 2002 proxy statement/prospectus
contained certain material misstatements and omissions in violation of federal
securities laws and state law. Nabors' May 10, 2002 proxy statement/prospectus
was sent to shareholders in connection with the special meeting to consider and
vote on Nabors' proposed reorganization and effective reincorporation in
Bermuda. The AFL-CIO moved to intervene in Civil Action No. 02-1942 and filed a
complaint containing similar allegations. On June 5, 2002, Marilyn Irey, an
individual shareholder of the company, filed a complaint in the United States
District Court for the Southern District of Texas (Civil Action No. 02-2108)
that is nearly identical to Steve Rosenberg's complaint. The three shareholders
requested that the Court either enjoin the closing of the shareholder vote on
the scheduled date or the effectuation of the reorganization. In addition, two
of the shareholders (Steve Rosenberg and Marilyn Irey) purported to bring a
class action on behalf of all shareholders, alleging that Nabors and its
directors violated their state law fiduciary duties by making these alleged
misstatements and omissions. These two shareholders, on behalf of their
purported class, seek monetary damages for their state law claims. Since the
beginning of the litigation, two of the shareholders (Steve Rosenberg and the
AFL-CIO) have amended their complaints, but have not added any substantive
allegations.

         On June 13, 2002, the Court granted the AFL-CIO's motion to intervene.
On June 15, 2002, the Court denied a motion for temporary restraining order
brought by two of the shareholders (Steve Rosenberg and the AFL-CIO) in their
attempts to prevent the closing of Nabors' reorganization and its effective
reincorporation in Bermuda. On July 2, 2002, the Court granted an agreed motion
to consolidate Civil Action No. 02-2108 into Civil Action No. 02-1942. Nabors
and its directors have moved to dismiss the lawsuits of all three shareholders,
and that motion is currently pending. Nabors and its directors believe that the
allegations in this lawsuit are without merit, and Nabors and its directors will
defend vigorously the claims brought against them. We are unable, however, to
predict the outcome of this action or the costs to be incurred in connection
with its defense and there can be no assurance that this litigation will be
resolved in our favor.

         Nabors and its subsidiaries are defendants or otherwise involved in a
number of other lawsuits in the ordinary

                                       30

<PAGE>
course of their business. In the opinion of management, Nabors' ultimate
liability with respect to these pending lawsuits is not expected to have a
significant or material adverse effect on Nabors' consolidated financial
position, cash flows or results of operations.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         Effective June 24, 2002, we completed a corporate reorganization that
effectively resulted in Nabors becoming a Bermuda exempted company rather than a
Delaware corporation. A description of the reorganization and Nabors' common
shares is included in the Company's Proxy Statement/Prospectus filed with the
Securities and Exchange Commission on May 10, 2002, as supplemented on May 29,
2002.

         Also in connection with the reorganization, a series of preferred
shares, consisting of one share, was designated as a special voting preferred
share, having a par value of $0.001 per share and a liquidation preference of
$0.01. This special voting preferred share replaces the special voting preferred
share issued by Nabors Delaware in connection with the acquisition of Enserco on
April 26, 2002. Except as otherwise required by law, our memorandum of
association or our bye-laws, the one special voting preferred share will possess
a number of votes for the election of directors and on all other matters
submitted to a vote of our shareholders equal to the number of outstanding
exchangeable shares from time to time not owned by us or any entity controlled
by us. The holders of our common shares and the holder of the special voting
preferred share will vote together as a single class on all matters on which
holders of our common shares are eligible to vote. In the event of our
liquidation, dissolution or winding-up, all outstanding exchangeable shares will
automatically be exchanged for shares of our common shares, and the holder of
the special voting preferred share will not be entitled to receive any assets
available for distribution to our shareholders (other than the $.01 liquidation
preference). The holder of the special voting preferred share will not be
entitled to receive dividends. The special voting preferred share was issued to
Computershare Trust Company of Canada, as trustee under a voting and exchange
trust agreement among us, Nabors Exchangeco and such trustee. At such time as
the one special voting preferred share has no votes attached to it because there
are no exchangeable shares outstanding not owned by us or an entity controlled
by us, the special voting preferred share will be cancelled.

         In connection with the reorganization, Nabors executed supplemental
indentures to the indentures governing Nabors Industries, Inc.'s 6.8% Notes due
2004 and Zero Coupon Convertible Senior Debentures due 2020 and 2021 as well as
Nabors Holding Company's (a wholly owned, indirect subsidiary of Nabors) 8-5/8%
Senior Subordinated Notes due 2008, pursuant to which Nabors fully and
unconditionally guaranteed Nabors Industries, Inc.'s obligations under each such
indenture, including payment obligations. Copies of such supplemental indentures
are filed as Exhibits 4.4 through 4.7 to this Quarterly Report on Form 10-Q and
are incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            (a) At the 2002 Annual Meeting of Stockholders of Nabors Industries,
Inc. held on June 4, 2002, 129,096,297 shares were present in person or by
proxy, constituting 91.27% of the outstanding common stock of Nabors Delaware
entitled to vote. The matters voted upon at the annual meeting were:

            Election of Directors: The stockholders elected three Class II
directors to the Board of Directors of Nabors Delaware to serve for a three-year
term, until 2005:

<TABLE>
<S>                                                     <C>
                  Anthony G. Petrello
                  Votes cast in favor:                  126,760,133
                  Votes withheld:                         2,336,164

                  Myron M. Sheinfeld
                  Votes cast in favor:                  126,976,808
                  Votes withheld:                         2,119,489

                  Martin J. Whitman
                  Votes cast in favor:                  126,232,788
                  Votes withheld:                         2,863,509
</TABLE>

Class I Directors, James L. Payne, Hans W. Schmidt and Richard A. Stratton
continued in office with terms expiring in 2004. Class III Directors Eugene
Isenberg and Jack Wexler continued in office with terms expiring in 2003.


                                       31
<PAGE>
Shareholder Proposal: A shareholder proposal regarding composition of the Board
of Directors of Nabors Delaware was not approved by the stockholders of Nabors
Delaware:

<TABLE>
<S>                                                         <C>
                  Shareholder Proposal
                  Votes cast in favor:                      21,738,096
                  Votes cast against:                       86,027,118
                  Votes abstaining:                            854,981
                  Non-votes:                                20,476,102
</TABLE>


           (b) At a Special Meeting of the stockholders held on June 14, 2002,
111,645,678 shares were present in person or by proxy, constituting 79.126% of
the outstanding common stock of Nabors Delaware entitled to vote. The matter
voted upon at the special meeting was Nabors Delaware's Agreement and Plan of
Merger to reorganize as a Bermuda entity.

<TABLE>
<CAPTION>
                Agreement and Plan of Merger
                ----------------------------
<S>                                                        <C>
                  Agreement and Plan of Merger
                  Votes cast in favor:                     92,637,608
                  Votes cast against:                      17,641,407
                  Votes abstaining:                         1,366,663
</TABLE>

ITEM 5.  OTHER INFORMATION

Corporate Governance Matters

        At its meeting in July 2002, the Board of Directors confirmed its
commitment to governance matters by expanding the title and scope of the newly
formed Governance and Nominating Committee and adopting the recommendations of
that committee to implement new governance principles for the company and its
subsidiaries. A copy of the Corporate Governance Principles adopted by the board
is attached as Exhibit 99.1 to this report. The Governance and Nominating
Committee is comprised of the independent members of the board and is charged
with monitoring compliance with the company's governance principles and
nominating new members to the board.

Legislative Update with Regard to Inversion

         Effective June 24, 2002, Nabors Industries Ltd., a Bermuda exempted
company, became the successor to Nabors Industries, Inc., a Delaware
corporation, following a corporate reorganization. The reorganization was
accomplished through the merger of an indirect, newly formed Delaware subsidiary
wholly owned by Nabors, into Nabors Delaware. Nabors Delaware was the surviving
company in the merger and became a wholly-owned, indirect subsidiary of Nabors.
Upon consummation of the merger, all outstanding shares of Nabors Delaware
common stock automatically converted into the right to receive Nabors common
shares so that the shareholders of Nabors Delaware on the date of the merger
became the shareholders of Nabors. Nabors and its subsidiaries continue to
conduct the businesses previously conducted by Nabors Delaware and its
subsidiaries. The reorganization has been accounted for as a reorganization of
entities under common control and accordingly, it did not result in any changes
to the consolidated amounts of assets, liabilities and stockholders' equity.

         Several members of the United States Congress have introduced
legislation that, if enacted, would have the effect of eliminating the tax
benefits of the reorganization. In particular, on June 18, 2002, the Senate
Finance Committee approved legislation introduced by Senator Charles Grassley,
the Ranking Minority Member of the Senate Finance Committee, along with Senator
Max Baucus, the Chairman of the Senate Finance Committee, (S. 2119) that, for
United States federal tax purposes, would treat a foreign corporation, such as
Nabors, that undertakes a corporate expatriation transaction, such as the
reorganization, as a domestic corporation and, thus, such foreign corporation
would be subject to United States federal income tax. S. 2119 is proposed to be
effective for corporate expatriation transactions completed after March 20,
2002. In addition, on July 11, 2002, Representative Bill Thomas, Chairman of the
House Committee on Ways and Means, introduced legislation (H.R. 5095) that is
substantially similar to S. 2119 with respect to its treatment of corporations
that undertake a corporate expatriation transaction such as the reorganization,
except that (i) it is proposed to apply to transactions completed after March
20, 2002 and before March 21, 2005 and (ii) it would not permit shareholders to
qualify for tax-free treatment with respect to a corporate expatriation
transaction such as the reorganization. If any of the proposed legislation,
including S. 2119 or H.R. 5095, were enacted with their proposed effective
dates, the tax savings would not be realized from the reorganization.


                                       32

<PAGE>
         In addition, there has been significant, increased negative publicity
and criticism of corporate inversion transactions from public pension funds and
other investors since the time Nabors completed its reorganization.

         In light of such events and if and when any such legislation is
enacted, Nabors will consider the effects of such legislation and will evaluate
all strategic alternatives that may be necessary or prudent in response to such
legislation.

Share and Debt Repurchase Programs

         On July 17, 2002, the Board of Directors of Nabors authorized the
continuation of the share repurchase program that had begun under Nabors
Delaware, and provided that the amount of Nabors common shares authorized for
purchase by Nabors going forward was up to $400 million. Under the Nabors
Delaware program, Nabors Delaware had acquired an aggregate of approximately
$248.0 million of Nabors Delaware common stock, or 6.2 million shares. Pursuant
to Bermuda law, any shares, when purchased, will be treated as cancelled, the
amount of Nabors' issued capital will be diminished by the nominal value of
those shares repurchased and retained earnings will be reduced by the
incremental difference between the cost of issuance and the cost of the shares
repurchased. A repurchase of shares will not have the effect of reducing the
amount of Nabors' authorized share capital. Additionally, the Board approved the
repurchase of up to $400 million of outstanding debt securities of Nabors and
its subsidiaries. These amounts may be increased or decreased at the discretion
of the Board, depending upon market conditions and consideration of the best
interest of shareholder value. Repurchases may be conducted either on the open
market, negotiated transactions, or by other means, from time to time, depending
upon market conditions and other factors.

         On July 23, 2002, we entered into a private transaction with a
counterparty in which we sold 1.0 million European-style put options for $2.6
million with a maturity date of October 23, 2002. If the price of our common
shares is below $26.5698 on the maturity date, we anticipate that the
counterparty will exercise the put option which will result in, at our option
(1) our purchase of 1.0 million of our common shares at a price of $26.5698 per
share or (2) our payment, in cash or Nabors common shares, of an amount equal to
the difference between $26.5698 and our stock price on October 23, 2002
multiplied by 1.0 million. If the price of our common shares is above $26.5698
on the maturity date, we anticipate that the counterparty will let the option
expire. In either case, we retain the $2.6 million in proceeds which was
recorded as an increase in capital in excess of par value in July 2002.

         On August 2, 2002, consistent with these authorizations, Nabors
acquired, through a subsidiary, 91,000 of its common shares in the open market
for $27.30 per share for an aggregate price, including commissions, of $2.5
million. The shares will be recorded by the subsidiary as an investment in
Nabors, and eliminated in consolidation.

Sea Mar Restructuring

         In early June, Nabors Delaware completed a restructuring of its supply
vessel operations in anticipation of its reorganization to Bermuda. The
restructuring was necessary to comply with United States law and US Coast Guard
regulations for operating in the "coastwise trades", which require that the
vessels be under the control of a United States citizen as defined under Section
2(a) and (c) of the Shipping Act, 1916, as amended. Prior to the restructuring,
the vessels were owned by Nabors Marine, Inc. and Sea Mar, Inc., and were
operated by Sea Mar Management, Inc. The vessels were transferred to Nabors US
Finance LLC, an indirect Delaware subsidiary of Nabors Delaware, and the
operating entities were transferred to Sea Mar Investco LLC, a Delaware entity
that is 75% owned by United States citizens as defined in the Shipping Act and
Coast Guard regulations and 25% owned by another Nabors Delaware subsidiary.
Nabors US Finance entered into a contract called a bareboat charter with Sea Mar
Management, and Sea Mar Management time charters the vessels back to Sea Mar,
which is now a division of Pool Well Services Co. Under the time charter, Sea
Mar Management operates the vessels and provides transportation services to Sea
Mar at Sea Mar's direction. The Sea Mar division of Pool Well Services enters
into contracts with customers for the supply vessels' services. This structure,
which allows the Nabors group to retain legal title and an economic
participation in the utilization of the vessels through their employment under
the time charter while satisfying the Coast Guard's citizenship requirements,
was approved by the US Coast Guard prior to effectiveness of the reorganization
of Nabors Delaware.

Other

         The adult son of one of our directors, Jack Wexler, is an employee of
Nabors Corporate Services, Inc., a subsidiary of Nabors, and has been employed
by Nabors since February 1, 1992. The employee is paid an annual salary of
$108,000 and is eligible to receive cash bonuses and stock options.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         2.1      Agreement and Plan of Merger among Nabors Industries, Inc.,
                  Nabors Acquisition Corp. VIII, Nabors Industries Ltd. and
                  Nabors US Holdings Inc. (incorporated by reference to Annex I
                  to the proxy statement/prospectus included in Nabors
                  Industries Ltd.'s Registration Statement on Form S-4
                  (Registration No. 333-76198) filed with the SEC on May 10,
                  2002).

         2.2      Amended and Restated Acquisition Agreement, dated as of March
                  18, 2002, by and between Nabors Industries, Inc. and Enserco
                  Energy Service Company Inc. (incorporated by reference to
                  Exhibit 2.1 to Nabors Industries, Inc. Registration Statement
                  No. 333-85228).

         2.3      Form of Plan of Arrangement Under Section 192 of the Canada
                  Business Corporations Act Involving and Affecting Enserco
                  Energy Service Company Inc. and its Securityholders (included
                  in Schedule B to Exhibit 2.2).

                                       33
<PAGE>

         3.1      Memorandum of Association of Nabors Industries Ltd.
                  (incorporated by reference to Annex II to the proxy
                  statement/prospectus included in Nabors Industries Ltd.'s
                  Registration Statement on Form S-4 (Registration No.
                  333-76198) filed with the SEC on May 10, 2002).

         3.2      Amended and Restated Bye-laws of Nabors Industries Ltd.
                  (incorporated by reference to Annex III to the proxy
                  statement/prospectus included in Nabors Industries Ltd.'s
                  Registration Statement on Form S-4 (Registration No.
                  333-76198) filed with the SEC on May 10, 2002).

         3.3      Form of Resolutions of the Board of Directors of Nabors
                  Industries Ltd. authorizing the issue of the Special Voting
                  Preferred Share (incorporated by reference to Exhibit 3.3 to
                  Nabors Industries Ltd. Registration Statement No.
                  333-85228-99).

         4.1      Form of Provisions Attaching to the Exchangeable Shares of
                  Nabors Exchangeco (Canada) Inc. (included as Appendix 1 to
                  Exhibit 2.3).

         4.2      Form of Support Agreement between Nabors Industries, Inc.,
                  3064297 Nova Scotia Company and Nabors Exchangeco (Canada)
                  Inc. (included as Schedule E to Exhibit 2.2).

         4.3      Form of Acknowledgement of Novation to Nabors Industries,
                  Inc., Nabors Exchangeco (Canada) Inc., Computershare Trust
                  Company of Canada and 3064297 Nova Scotia Company executed by
                  Nabors Industries Ltd. (incorporated by reference to Exhibit
                  4.3 to Nabors Industries Ltd. Registration Statement No.
                  333-85228-99).

         4.4      Fourth Supplemental Indenture dated as of June 21, 2002 among
                  Nabors Holding Company as issuer, Nabors Industries, Inc. as
                  guarantor, Nabors Industries Ltd. as guarantor, and HSBC Bank
                  USA, as trustee, with respect to Nabors Holding Company's
                  8-5/8% senior subordinated notes due 2008.

         4.5      First Supplemental Indenture, dated as of June 21, 2002, among
                  Nabors Industries, Inc. as issuer, Nabors Industries Ltd. as
                  guarantor, and Bank One, N.A., as trustee, with respect to
                  Nabors Industries, Inc.'s zero coupon convertible senior
                  debentures due 2020.

         4.6      Second Supplemental Indenture, dated as of June 21, 2002 among
                  Nabors Industries, Inc., as issuer, Nabors Industries Ltd. as
                  guarantor, and Bank One, N.A. as trustee, with respect to
                  Nabors Industries, Inc.'s zero coupon convertible senior
                  debentures due 2021.

         4.7      Supplemental Indenture No. 2, dated as of June 21, 2002,
                  between Nabors Industries, Inc., Nabors Industries Ltd. and
                  Wells Fargo Bank Minnesota, National Association, with respect
                  to Nabors Industries Inc.'s 6.8% notes due 2004.

         10.1     First Amendment to Amended and Restated Employment Agreement
                  between Nabors Industries, Inc., Nabors Industries Ltd. and
                  Eugene M. Isenberg dated as of June 24, 2002.

         10.2     Second Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Eugene M.
                  Isenberg dated as of July 17, 2002.

         10.3     First Amendment to Amended and Restated Employment Agreement
                  between Nabors Industries, Inc., Nabors Industries Ltd. and
                  Anthony G. Petrello dated as of June 24, 2002.

         10.4     Second Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Anthony G.
                  Petrello dated as of June 17, 2002.

         10.5     First Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Richard A.
                  Stratton dated as of June 24, 2002.

         10.6     Second Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Richard A.
                  Stratton dated as of July 17, 2002.

         15.1     Awareness Letter of Independent Accountants


                                       34
<PAGE>
         99.1    Nabors Industries Ltd. Corporate Goverance Principles
                 adopted July 17, 2002.

         99.2    Certification of Chief Executive Officer and Chief
                 Financial Officer pursuant to 18 USC. Section 1350, as
                 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                 of 2002.

         (b) Reports on Form 8-K

         o     Report by Nabors Industries, Inc. on Form 8-K filed with the
               Securities and Exchange Commission on April 18, 2002, with
               respect to Nabors Delaware's press release announcing the results
               of its first quarter 2002.

         o     Report by Nabors Industries, Inc. on Form 8-K filed with the
               Securities and Exchange Commission on June 14, 2002, with respect
               to Nabors Delaware's press release announcing the results of its
               special meeting of stockholders.

         o     Report by Nabors Industries, Inc. on Form 8-K filed with the
               Securities and Exchange Commission on June 25, 2002, with respect
               to Nabors Delaware's reorganization as a Bermuda company.

         o     Report by Nabors Industries Ltd. on Form 8-K filed with the
               Securities and Exchange Commission on June 25, 2002 with respect
               to the completion of Nabors' corporate reorganization, and the
               related press release.

         o     Report by Nabors Industries Ltd. on Form 8-K filed with the
               Securities and Exchange Commission on June 26, 2002 with respect
               to the registration of Nabors Bermuda's common shares under
               Section 12(b) of the Securities Exchange Act of 1934, as amended.

         o     Report by Nabors Industries Ltd. on Form 8-K filed with the
               Securities and Exchange Commission on July 18, 2002, with respect
               to Nabors' press release announcing results for the three months
               and six months ended June 30, 2002.



                                       35
<PAGE>
                                   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.

                                          NABORS INDUSTRIES LTD.



                                                    /s/ Anthony G. Petrello
                                          --------------------------------------
                                          Anthony G. Petrello
                                          President and Chief Operating Officer



                                                    /s/ Bruce P. Koch
                                          --------------------------------------
                                          Bruce P. Koch
                                          Vice President - Finance (principal
                                          financial and accounting officer)

Dated:  August 14, 2002



                                       39
<PAGE>

                               INDEX TO EXHIBITS

        EXHIBIT
        NUMBER                             DESCRIPTION
        ------                             -----------
         2.1      Agreement and Plan of Merger among Nabors Industries, Inc.,
                  Nabors Acquisition Corp. VIII, Nabors Industries Ltd. and
                  Nabors US Holdings Inc. (incorporated by reference to Annex I
                  to the proxy statement/prospectus included in Nabors
                  Industries Ltd.'s Registration Statement on Form S-4
                  (Registration No. 333-76198) filed with the SEC on May 10,
                  2002).

         2.2      Amended and Restated Acquisition Agreement, dated as of March
                  18, 2002, by and between Nabors Industries, Inc. and Enserco
                  Energy Service Company Inc. (incorporated by reference to
                  Exhibit 2.1 to Nabors Industries, Inc. Registration Statement
                  No. 333-85228).

         2.3      Form of Plan of Arrangement Under Section 192 of the Canada
                  Business Corporations Act Involving and Affecting Enserco
                  Energy Service Company Inc. and its Securityholders (included
                  in Schedule B to Exhibit 2.2).

         3.1      Memorandum of Association of Nabors Industries Ltd.
                  (incorporated by reference to Annex II to the proxy
                  statement/prospectus included in Nabors Industries Ltd.'s
                  Registration Statement on Form S-4 (Registration No.
                  333-76198) filed with the SEC on May 10, 2002).

         3.2      Amended and Restated Bye-laws of Nabors Industries Ltd.
                  (incorporated by reference to Annex III to the proxy
                  statement/prospectus included in Nabors Industries Ltd.'s
                  Registration Statement on Form S-4 (Registration No.
                  333-76198) filed with the SEC on May 10, 2002).

         3.3      Form of Resolutions of the Board of Directors of Nabors
                  Industries Ltd. authorizing the issue of the Special Voting
                  Preferred Share (incorporated by reference to Exhibit 3.3 to
                  Nabors Industries Ltd. Registration Statement No.
                  333-85228-99).

         4.1      Form of Provisions Attaching to the Exchangeable Shares of
                  Nabors Exchangeco (Canada) Inc. (included as Appendix 1 to
                  Exhibit 2.3).

         4.2      Form of Support Agreement between Nabors Industries, Inc.,
                  3064297 Nova Scotia Company and Nabors Exchangeco (Canada)
                  Inc. (included as Schedule E to Exhibit 2.2).

         4.3      Form of Acknowledgement of Novation to Nabors Industries,
                  Inc., Nabors Exchangeco (Canada) Inc., Computershare Trust
                  Company of Canada and 3064297 Nova Scotia Company executed by
                  Nabors Industries Ltd. (incorporated by reference to Exhibit
                  4.3 to Nabors Industries Ltd. Registration Statement No.
                  333-85228-99).

         4.4      Fourth Supplemental Indenture dated as of June 21, 2002 among
                  Nabors Holding Company as issuer, Nabors Industries, Inc. as
                  guarantor, Nabors Industries Ltd. as guarantor, and HSBC Bank
                  USA, as trustee, with respect to Nabors Holding Company's
                  8-5/8% senior subordinated notes due 2008.

         4.5      First Supplemental Indenture, dated as of June 21, 2002, among
                  Nabors Industries, Inc. as issuer, Nabors Industries Ltd. as
                  guarantor, and Bank One, N.A., as trustee, with respect to
                  Nabors Industries, Inc.'s zero coupon convertible senior
                  debentures due 2020.

         4.6      Second Supplemental Indenture, dated as of June 21, 2002 among
                  Nabors Industries, Inc., as issuer, Nabors Industries Ltd. as
                  guarantor, and Bank One, N.A. as trustee, with respect to
                  Nabors Industries, Inc.'s zero coupon convertible senior
                  debentures due 2021.

         4.7      Supplemental Indenture No. 2, dated as of June 21, 2002,
                  between Nabors Industries, Inc., Nabors Industries Ltd. and
                  Wells Fargo Bank Minnesota, National Association, with respect
                  to Nabors Industries Inc.'s 6.8% notes due 2004.

         10.1     First Amendment to Amended and Restated Employment Agreement
                  between Nabors Industries, Inc., Nabors Industries Ltd. and
                  Eugene M. Isenberg dated as of June 24, 2002.

         10.2     Second Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Eugene M.
                  Isenberg dated as of July 17, 2002.

         10.3     First Amendment to Amended and Restated Employment Agreement
                  between Nabors Industries, Inc., Nabors Industries Ltd. and
                  Anthony G. Petrello dated as of June 24, 2002.

         10.4     Second Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Anthony G.
                  Petrello dated as of June 17, 2002.

         10.5     First Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Richard A.
                  Stratton dated as of June 24, 2002.

         10.6     Second Amendment to Employment Agreement between Nabors
                  Industries, Inc., Nabors Industries Ltd. and Richard A.
                  Stratton dated as of July 17, 2002.

         15.1     Awareness Letter of Independent Accountants

         99.1    Nabors Industries Ltd. Corporate Goverance Principles
                 adopted July 17, 2002.

         99.2    Certification of Chief Executive Officer and Chief
                 Financial Officer pursuant to 18 USC. Section 1350, as
                 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                 of 2002.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>3
<FILENAME>h98563exv4w4.txt
<DESCRIPTION>4TH SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.4


================================================================================


                             NABORS HOLDING COMPANY

                                       AND

                           THE GUARANTORS NAMED HEREIN

                              SERIES A AND SERIES B



                    8 5/8% SENIOR SUBORDINATED NOTES DUE 2008



                              --------------------


                          FOURTH SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 21, 2002

                              --------------------


                                 HSBC BANK USA,

                                     TRUSTEE

                              --------------------




================================================================================


<PAGE>


                  This FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of June 21, 2002 is among Nabors Holding Company, a
Delaware corporation, as issuer (the "Company"), Nabors Industries, Inc., a
Delaware corporation, as guarantor (the "Parent Guarantor"), Nabors Industries
Ltd., a Bermuda exempted company, as guarantor (the "New Guarantor"), and HSBC
Bank USA, as trustee (the "Trustee").

                                    RECITALS

                  WHEREAS, the Company, and the Trustee entered into an
Indenture, dated as of March 31, 1998 (as supplemented by each of the three
supplemental indentures thereto, including one relating to the guarantee of the
Company's obligations thereunder by the Parent Guarantor, the "Indenture"),
pursuant to which the Company has originally issued $150,000,000 in principal
amount of 8 5/8% Senior Subordinated Notes due 2008 (the "Notes"); and

                  WHEREAS, the Parent Guarantor is party to an Agreement and
Plan of Merger, dated as of January 2, 2002, by and among the Company, the New
Guarantor, Nabors US Holdings Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called "US Holdings") and Nabors
Acquisition Corp. VIII, a corporation duly organized and existing under the laws
of the State of Delaware (herein called "NAC8") (such agreement is herein called
the "Merger Agreement");

                  WHEREAS, US Holdings assigned all of its right, title and
interest, in, to and under the Merger Agreement to Nabors International Finance
Ltd., an exempted company duly organized and existing under the laws of the
Islands of Bermuda, and NAC8 assigned all of its right, title and interest, in,
to and under the Merger Agreement to Nabors Acquisition Corp. IX, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called "NAC9");

                  WHEREAS, pursuant to the terms and conditions of the Merger
Agreement, NAC9 will merge with and into Parent Guarantor, with Parent Guarantor
being the surviving corporation (herein called the "Merger" and the date on
which the Merger becomes effective by filing a Certificate of Merger with the
Secretary of State of the State of Delaware is herein called the "Merger Date");

                  WHEREAS, as a result of the Merger the Parent Company will be
an indirect, wholly owned subsidiary of the New Guarantor;



                                       2
<PAGE>


                  WHEREAS, the New Guarantor desires to issue a guarantee to the
Holders of the Notes as provided in this Supplemental Indenture;

                  WHEREAS, Section 9.01(iv) provides that the Company, the
Parent Guarantor and the Trustee may amend or supplement the Indenture or the
Notes without the consent of any Holders to make any change that would provide
any additional rights or benefits to the Holders;

                  WHEREAS, the respective Board of Directors of the Company, the
Parent Guarantor and of the New Guarantor (or a duly authorized committee
thereof) has duly adopted resolutions authorizing the Company, the Parent
Guarantor and the New Guarantor, respectively, to execute and deliver this
Supplemental Indenture; and

                  WHEREAS, all acts and things prescribed by the Indenture, by
law and by the charter and the bylaws (or comparable constituent documents) of
the Company, of the Parent Guarantor, of the New Guarantor and of the Trustee
necessary to make this Supplemental Indenture a valid instrument legally binding
on the Company, the Parent Guarantor, the New Guarantor and the Trustee, in
accordance with its terms, have been duly done and performed;

                  NOW, THEREFORE, to comply with the provisions of the Indenture
and in consideration of the above premises, the Company, the Parent Guarantor,
the New Guarantor and the Trustee covenant and agree for the equal and
proportionate benefit of the respective Holders of the Notes as follows:

                                   ARTICLE ONE

                              RELATION TO INDENTURE

         SECTION 1.1 RELATION TO INDENTURE.

         This Supplemental Indenture constitutes an integral part of the
Indenture.


         SECTION 1.2 DEFINITIONS.

         For all purposes of this Supplemental Indenture, except as expressly
provided for or unless the context otherwise requires:



                                       3
<PAGE>


                  (1) Capitalized terms used but not defined in this
Supplemental Indenture shall have the respective meanings assigned to them in
the Indenture; and

                  (2) All references in this Supplemental Indenture to Articles
and Sections, unless otherwise specified, refer to the corresponding Articles
and Sections of this Supplemental Indenture.

         SECTION 1.3 AMENDMENT OF DEFINITIONS IN THE INDENTURE.

         The following definitions in the Indenture are hereby amended by
deleting such definitions in their entirety and substituting in place thereof
the following:

         "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary of the Company, the Parent Guarantor or the New Guarantor, as
applicable, duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

         "GUARANTOR" means each of the Parent Guarantor and the New Guarantor
and any and all references to "the Guarantor", "a Guarantor" or "any Guarantor"
shall refer to each of the Parent Guarantor and the New Guarantor.

         "OFFICERS" means any of the following of any Guarantor or the Company,
as applicable: the Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer or the
Secretary.

         "OPINION OF COUNSEL" means a written opinion from legal counsel (such
counsel may be an employee of or counsel to the Company or any Guarantor) that
complies with the requirements of this Indenture.

         "SENIOR INDEBTEDNESS" means all Indebtedness and other Obligations
specified below payable directly or indirectly by any Guarantor, as the case may
be, whether outstanding on the Issue Date, as of the date of the Fourth
Supplemental Indenture hereto or thereafter created, incurred or assumed by any
Guarantor: (i) the principal of and interest on and all other Indebtedness and
Obligations related to the Credit Agreement (including, without limitation, all
loans, letters of credit and unpaid drawings with respect thereto and other
extensions of credit under the Credit Agreement, and all expenses, fees,
reimbursements, indemnities and other amounts owing pursuant to the Credit
Agreement), (ii) amounts payable in respect of any Hedging Obligations, (iii) in
addition to the amounts described in (i) and (ii), all Indebtedness that is not
expressly pari passu with, or subordinated to, the Notes or a Note Guarantee, as
the case may be, (iv) all Capitalized Lease Obligations, (v) all Refinancing
Indebtedness permitted under this Indenture. Notwithstanding anything to the
contrary in the foregoing, Senior Indebtedness will not include (a) any
Indebtedness which by the express terms of the agreement or instrument creating,
evidencing or governing the same is junior or subordinate in right of payment to
any item of Senior Indebtedness, (b) any trade payable arising from the purchase
of goods or materials or for services obtained in the ordinary course of
business, (c) Indebtedness incurred (but only to the extent incurred) in
violation of this Indenture as in effect at the time of the respective
incurrence, (d) any Indebtedness of any Guarantor or any of





                                       4
<PAGE>

its Subsidiaries that, when incurred, was without recourse to such Guarantor or
any of its Subsidiaries, (e) any Indebtedness to any employee of any Guarantor
or any of its Subsidiaries or (f) any liability for taxes owed or owing by any
Guarantor or any of its Subsidiaries.

         The Indenture is hereby amended by adding the following definition
thereto:
         "NEW GUARANTOR" means Nabors Industries Ltd., an exempted company duly
organized and existing under the laws of the Islands of Bermuda.

                                   ARTICLE TWO

                              REPORTS BY GUARANTOR

         Section 2.1 Reports. Section 4.02 of the Indenture is hereby amended by
deleting it in its entirety and substituting in place thereof the following:

                           Section 4.02. Reports. Whether or not required by the
                  rules and regulations of the Securities and Exchange
                  Commission (the "COMMISSION"), so long as any Notes are
                  outstanding, the New Guarantor will file with the Commission,
                  to the extent such filings are accepted by the Commission, and
                  will furnish (within 15 days after such filing) to the Trustee
                  and the Holders of Notes all quarterly and annual reports and
                  other information, documents and reports that would be
                  required to be filed with the Commission pursuant to Section
                  13 of the Exchange Act (including therein any summary or other
                  information with respect to the Company as may be required
                  thereby, taking into account the guarantee by the New
                  Guarantor) if the New Guarantor was required to file under
                  such section.

                           So long as any Notes are outstanding, the Company and
                  the Parent Guarantor will file with the Commission, to the
                  extent such filings are required by the Commission, and will
                  furnish (within 15 days after such filing) to the Trustee and
                  the Holders of Notes all quarterly and annual reports and
                  other information, documents and reports that are required to
                  be filed with the Commission pursuant to Section 13 of the
                  Exchange Act (including therein any summary or other
                  information with respect to the Company as may be required
                  thereby, taking into account the guarantee by the New
                  Guarantor).




                                       5
<PAGE>

                           The Company, the Parent Guarantor and the New
                  Guarantor will make the foregoing information available to
                  prospective purchasers of the Notes, securities analysts and
                  broker-dealers who request it in writing. The Company and each
                  Guarantor have agreed that, for so long as any Notes remain
                  outstanding, they will furnish to the Holders and beneficial
                  Holders of Notes and to prospective purchasers of Notes
                  designated by the Holders and to broker dealers, upon their
                  request, the information required to be delivered pursuant to
                  Rule 144A(d)(4) under the Securities Act.


                                  ARTICLE THREE

                            CERTIFICATE OF COMPLIANCE

         SECTION 3.1 STATEMENT BY OFFICERS AS TO COMPLIANCE. Section 4.03 of the
Indenture is hereby amended by deleting it in its entirety and substituting in
place thereof the following:

                           Section 4.03. Compliance Certificate. The Company,
                  the Parent Guarantor and the New Guarantor shall each deliver
                  to the Trustee, within 120 days after the end of each fiscal
                  year of the Company, an Officers' Certificate stating that (i)
                  a review of the activities of the Company and its Subsidiaries
                  during the preceding fiscal year without regard to any Grace
                  Period has been made to determine whether the Company, the
                  Parent Guarantor and the New Guarantor have kept, observed,
                  performed and fulfilled all of their obligations under this
                  Indenture and the Notes, (ii) such review was supervised by
                  the Officers of the Company, the Parent Guarantor and the New
                  Guarantor signing such certificate, and (iii) to the best
                  knowledge of each Officer signing such certificate, (a) the
                  Company, the Parent Guarantor or the New Guarantor, as
                  applicable, has kept, observed, performed and fulfilled each
                  and every covenant contained in this Indenture applicable to
                  such person and such person is not in default in the
                  performance or observance of any of the terms, provisions and
                  conditions of this Indenture applicable to such person (or, if
                  a Default or Event of Default occurred, describing all such
                  Defaults or Events of Default of which each such Officer may
                  have knowledge and what action the Company, the Parent
                  Guarantor and the New Guarantor, as applicable, have taken or
                  propose to take with respect thereto), and (b) no event has
                  occurred and remains in existence by





                                       6
<PAGE>
                  reason of which payments on account of the principal of, or
                  premium, if any, or interest (including Special Interest, if
                  any) on the Notes are prohibited or if such event has
                  occurred, a description of the event and what action the
                  Company, the Parent Guarantor and the New Guarantor, as
                  applicable, are taking with respect thereto.

                           Each of the Company, the Parent Guarantor and the New
                  Guarantor will, so long as any of the Notes are outstanding,
                  deliver to the Trustee, promptly after any Officer of the
                  Company, the Parent Guarantor or the New Guarantor becomes
                  aware of any Default or Event of Default, an Officers'
                  Certificate specifying such Default or Event of Default and
                  what action the Company, the Parent Guarantor or the New
                  Guarantor is taking or proposes to take with respect thereto.


                                  ARTICLE FOUR

                                    GUARANTEE

         SECTION 4.1 GUARANTEE.

         By execution of this Supplemental Indenture, the New Guarantor hereby
issues and provides for a Note Guarantee on the terms and conditions, and to the
extent, set forth in Section 11.01 of the Indenture. The Note Guarantees of the
Parent Guarantor and the New Guarantor shall be joint and several.

         SECTION 4.2 SUBORDINATION OF GUARANTEE.

         The New Guarantor's Note Guarantee shall be junior and subordinated in
right of payment to any Senior Indebtedness to the extent provided in Section
11.03 and Article 10 of the Indenture.





                                       7
<PAGE>


                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

         SECTION 5.1 RATIFICATION OF INDENTURE.

         Except as expressly modified or amended hereby, the Indenture continues
in full force and effect and is in all respects confirmed and preserved.

         SECTION 5.2 EFFECTIVENESS.

         This Fourth Supplemental Indenture shall be effective as of the date
first written above, provided, however, that the provisions contained in
Articles One, Two, Three and Four hereof shall become effective as of the Merger
Date. In the event that the Merger Agreement is terminated in accordance with
its terms, this Fourth Supplemental Indenture shall automatically become null
and void and the Company, the Parent Guarantor and the Trustee shall continue to
comply with the Indenture. On or promptly following the Merger Date, the New
Guarantor shall furnish to the Trustee an Officers' Certificate certifying that
the Merger has occurred and that Articles One, Two, Three and Four hereof have
become effective.

         SECTION 5.3 ADDRESS OF TRUSTEE.

         Section 12.02 of the Indenture is hereby amended to provide that the
address of the Trustee is:

                         HSBC Bank USA
                         452 Fifth Street
                         New York, New York 10018
                         Attention: Issuer Services

         SECTION 5.4 GOVERNING LAW.

         THIS SUPPLEMENTAL INDENTURE AND THE NOTE GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Supplemental Indenture is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.

         SECTION 5.5 COUNTERPARTS.

         This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

         SECTION 5.6 CERTAIN RIGHTS OF TRUSTEE.

         Except as otherwise provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. This Supplemental Indenture is executed
and accepted by the Trustee subject to all the terms and conditions set forth in
the Indenture with the same force and effect as if those terms and conditions
were repeated at length herein and made applicable to the Trustee with respect
hereto.




                                       8
<PAGE>

         SECTION 5.7 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

         The Trustee shall not be responsible in any manner for or in respect of
the validity or sufficiency of this Supplemental Indenture, or for or in respect
of the recitals contained herein, all of which recitals are made by the Company
and the Guarantor.

                            [SIGNATURE PAGE FOLLOWS]






                                       9
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date first written
above.


                                 ISSUER:

                                 NABORS HOLDING COMPANY

                                 By:  /s/ Anthony G. Petrello
                                      Anthony G. Petrello
                                      President



                                 GUARANTORS:

                                 NABORS INDUSTRIES, INC.

                                 By:  /s/ Anthony G. Petrello
                                      Anthony G. Petrello
                                      President & Chief Operating Officer

                                 NABORS INDUSTRIES LTD.

                                 By:  /s/ Bruce P. Koch
                                      Bruce P. Koch
                                      Vice President--Finance


                                 HSBC BANK USA,
                                 as Trustee

                                 By:  /s/ Frank J. Godino
                                      Name: Frank J. Godino
                                      Title: Vice President




                                       10



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>4
<FILENAME>h98563exv4w5.txt
<DESCRIPTION>1ST SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.5


================================================================================

                            NABORS INDUSTRIES, INC.,

                                   as Issuer,

                                       and

                             NABORS INDUSTRIES LTD.,

                                  as Guarantor,


                             ZERO COUPON CONVERTIBLE

                           SENIOR DEBENTURES DUE 2021


                          FIRST SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 21, 2002


                                 Bank One, N.A.,

                                   as Trustee


================================================================================



<PAGE>


                  This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental
Indenture"), dated as of June 21, 2002, is among Nabors Industries, Inc., a
Delaware corporation, as issuer (the "COMPANY"), Nabors Industries, Ltd., a
Bermuda exempted company, as guarantor (the "GUARANTOR"), and Bank One, N.A., a
national banking association, as trustee (the "TRUSTEE").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company and the Trustee entered into an
Indenture, dated as of June 20, 2000, as amended and supplemented by the First
Supplemental Indenture thereto, dated as of July 5, 2000 (as so amended and
supplemented, the "Indenture"), pursuant to which the Company issued
$1,381,200,000 in aggregate principal amount at maturity of Zero Coupon
Convertible Senior Debentures due 2021 (each a "Security", collectively the
"Securities");

                  WHEREAS, the Company is party to an Agreement and Plan of
Merger, dated as of January 2, 2002, by and among the Company, the Guarantor,
Nabors US Holdings Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called "US Holdings") and Nabors
Acquisition Corp. VIII, a corporation duly organized and existing under the laws
of the State of Delaware (herein called "NAC8") (such agreement is herein called
the "Merger Agreement");

                  WHEREAS, US Holdings assigned all of its right, title and
interest, in, to and under the Merger Agreement to Nabors International Finance
Ltd., an exempted company duly organized and existing under the laws of the
Islands of Bermuda, and NAC8 assigned all of its right, title and interest, in,
to and under the Merger Agreement to Nabors Acquisition Corp. IX, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called "NAC9");

                  WHEREAS, pursuant to the terms and conditions of the Merger
Agreement, the Company will merge with and into NAC9, with the Company being the
surviving corporation (herein called the "Merger" and the date on which the
Merger becomes effective by filing a Certificate of Merger with the Secretary of
State of the State of Delaware is herein called the "Merger Date");

                  WHEREAS, as a result of the Merger the Company will be an
indirect, wholly owned subsidiary of the Guarantor and each share of Common
Stock shall convert into the right to receive one common share, par value $.001
per share, of the Guarantor ("Guarantor Common Shares");

                  WHEREAS, pursuant to Section 11.14 of the Indenture, the
Company and the Guarantor desire to execute this First Supplemental Indenture to
provide, among other things, that each Security (as defined in the Indenture)
shall, from and after the Merger Date, be convertible into such number of
Guarantor Common Shares as would be received by a holder of a number of shares
of Common Stock issuable upon conversion of such Security immediately prior to
the Merger;




<PAGE>

                  WHEREAS, the Guarantor desires to issue a guarantee to the
Holders of the Securities as provided in this First Supplemental Indenture;

                  WHEREAS, Section 9.01(4) provides that the Company may enter
into one or more supplemental indentures without the written consent of any
Holders to make any change that does not adversely affect the right of any
Holder;

                  WHEREAS, the respective Board of Directors of the Company and
of the Guarantor (or a duly authorized committee thereof) has duly adopted
resolutions authorizing the Company and the Guarantor, respectively, to execute
and deliver this First Supplemental Indenture; and

                  WHEREAS, all the conditions and requirements necessary to make
this First Supplemental Indenture, when duly executed and delivered, a valid and
binding agreement in accordance with its terms for the purposes herein
expressed, have been performed and fulfilled.

          NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

                  For and in consideration of the premises provided for herein
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                    ARTICLE 1

                              RELATION TO INDENTURE

         SECTION 1.1 RELATION TO INDENTURE.

         This First Supplemental Indenture constitutes an integral part of the
Indenture.

         SECTION 1.2 DEFINITIONS.

         For all purposes of this First Supplemental Indenture, except as
expressly provided for or unless the context otherwise requires:


                  (1) Capitalized terms used but not defined in this First
Supplemental Indenture shall have the respective meanings assigned to them in
the Indenture; and

                  (2) All references in this First Supplemental Indenture to
Articles and Sections, unless otherwise specified, refer to the corresponding
Articles and Sections of this First Supplemental Indenture.

                  "Guarantor" means Nabors Industries Ltd., an exempted company
duly organized and existing under the laws of the Islands of Bermuda.




                                       2
<PAGE>

                  "Guarantee" means any of the unconditional and unsubordinated
guarantees by the Guarantor of the due and punctual payment of Principal Amount,
Issue Price, accrued Original Discount, Redemption Price, Purchase Price,
Fundamental Change Purchase Price, Liquidated Damages, if any, and interest, if
any on the Securities and all other obligations of the Company pursuant to this
Indenture when and as the same shall become due and payable, whether at stated
maturity, by acceleration, call for redemption, upon a repurchase date or
otherwise in accordance with the terms of the Securities and this Indenture.

         SECTION 1.3 AMENDMENT OF DEFINITIONS IN THE INDENTURE.

         The following definitions in the Indenture are hereby amended by
deleting such definitions in their entirety and substituting in place thereof
the following:

                  "BOARD OF DIRECTORS" means either the board of directors of
         each of the Company and the Guarantor or any duly authorized committee
         of such board.

                  "COMMON STOCK" means any stock of any class of the Guarantor
         which has no preference in respect of dividends or of amounts payable
         in the event of a voluntary or involuntary liquidation, dissolution or
         winding up of the Guarantor and which is not subject to redemption by
         the Guarantor. Subject to the provisions of Section 11.14 hereof,
         however, shares issuable upon conversion of the Securities shall
         include only Common Shares, par value $.001 per share, of the Guarantor
         as such shares exist on the date of this Indenture or on the date of
         any Supplemental Indenture hereto or shares of any class or classes
         resulting from any reclassification or reclassifications thereof and
         which have no preference in respect of dividends or of amounts payable
         in the event of any voluntary or involuntary liquidation, dissolution
         or winding up of the Guarantor and which are not subject to redemption
         by the Guarantor; PROVIDED that if at any time there shall be more than
         one such resulting class, the shares of each such class then so
         issuable pursuant to the terms hereof shall be substantially in the
         proportion which the total number of shares of such class resulting
         from all such reclassifications bears to the total number of shares of
         all such classes resulting from all such reclassifications.

                  "OFFICER" means the Chairman of the Board, any Vice Chairman,
         the President, any Vice President, the Treasurer or the Secretary or
         any Assistant Secretary of the Company or the Guarantor, as applicable.

                  "OFFICERS' CERTIFICATE" means a written certificate containing
         the information specified in Sections 13.04 and 13.05, signed in the
         name of the Company or the Guarantor, as applicable, by its Chairman of
         the Board, a Vice Chairman, its President or a Vice President, and by
         its Treasurer, an Assistant Treasurer, its Controller, an Assistant
         Controller, its Corporate Secretary or an Assistant Corporate
         Secretary, and delivered to the Trustee.




                                       3
<PAGE>

                  "OPINION OF COUNSEL" means a written opinion containing the
         information specified in Sections 13.04 and 13.05 from legal counsel
         who is acceptable to the Trustee. The counsel may be an employee of, or
         counsel to, the Company, the Guarantor or the Trustee.

                                    ARTICLE 2

               EXCHANGE AND REGISTRATION; CONVERSION ARRANGEMENT;
                                REPURCHASE RIGHTS

         SECTION 2.1 EXCHANGE AND REGISTRATION.

         The third paragraph of Section 2.06(a) of the Indenture is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:

                  All Securities presented for registration of transfer or for
         exchange into like Securities, repurchase, redemption or conversion
         into Common Stock or payment shall (if so required by the Company, the
         Guarantor, the Trustee, the Registrar or any co-registrar) be duly
         endorsed by, or be accompanied by a written instrument or instruments
         of transfer in form satisfactory to the Company, the Guarantor and the
         Trustee, duly executed by the Holder or such Holder's attorney duly
         authorized in writing.

         The fifth paragraph of Section 2.06(a) of the Indenture is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:

                  None of the Company, the Guarantor, the Trustee, the Registrar
         or any co-registrar shall be required to exchange for like Securities
         or register a transfer of (a) any Securities for a period of 15 days
         next preceding the mailing of notice of Securities to be redeemed, or
         (b) any Securities or portions thereof selected or called for
         redemption, or (c) any Securities or portion thereof surrendered for
         conversion into Common Stock, or (d) any Securities or portion thereof
         surrendered for repurchase or redemption (and not withdrawn) pursuant
         to Section 3.08 or 3.09 hereof, respectively.

         SECTION 2.2 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

         The right of the Company to arrange for the purchase and conversion
into Common Stock of any Securities called for redemption by an agreement with
one or more investment





                                       4
<PAGE>

bankers or other purchasers set forth in Section 3.07 of the Indenture shall
also be exercisable by the Guarantor.

         SECTION 2.3 REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

         In the event the Company elects, pursuant to Section 3.08 of the
Indenture and pursuant to a Company Notice, to pay the Purchase Price to be paid
as of such Repurchase Date, in whole or in part, in Common Stock, the Guarantor
shall cooperate with the Company in making such election, including, without
limitation, making available such number of shares of Common Stock as are
necessary to permit the Company to consummate such purchases pursuant to such
election.

         SECTION 2.4 COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE.

         Section 3.13 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 3.13 COVENANT TO COMPLY WITH SECURITIES LAWS UPON
         REPURCHASE OF SECURITIES

                  In connection with any repurchase of Securities under Section
         3.08 or 3.09 hereof, the Company and the Guarantor, as applicable,
         shall (i) comply with Rule 13e-4 (which term, as used herein, includes
         any successor provision thereto) under the Exchange Act, if applicable,
         (ii) file the related Schedule 13E-4 (or any successor schedule, form
         or report) under the Exchange Act, if applicable, and (iii) otherwise
         comply with all Federal and state securities laws so as to permit the
         rights and obligations under Sections 3.08 and 3.09 to be exercised in
         the time and in the manner specified in Sections 3.08 and 3.09.

         SECTION 2.5 REPAYMENT TO THE COMPANY AND THE GUARANTOR.

         Section 3.14 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 3.14. REPAYMENT TO THE COMPANY AND THE GUARANTOR.

                  The Trustee and the Paying Agent shall return to the Company
         and the Guarantor, as applicable, any cash or shares of Common Stock
         that remain unclaimed as provided in paragraph 14 of the Securities,
         together





                                       5
<PAGE>

         with interest or dividends, if any, thereon, held by them for the
         payment of a Purchase Price or Fundamental Change Purchase Price, as
         the case may be, together with Liquidated Damages, if any; PROVIDED,
         HOWEVER, that to the extent that the aggregate amount of cash or shares
         of Common Stock deposited by the Company or the Guarantor pursuant to
         Section 3.11 hereof exceeds the aggregate Purchase Price or Fundamental
         Change Purchase Price, as the case may be, of the Securities or
         portions thereof which the Company is obligated to repurchase as of the
         Repurchase Date or Fundamental Change Repurchase Date, as the case may
         be, together with Liquidated Damages, if any, then promptly after the
         Business Day following the Repurchase Date or Fundamental Change
         Repurchase Date, as the case may be, the Trustee and the Paying Agent
         shall return any such excess to the Company or the Guarantor, as
         applicable, together with interest or dividends, if any, thereon.

                                    ARTICLE 3

                              REPORTS BY GUARANTOR

         SECTION 3.1 FINANCIAL INFORMATION; SEC REPORTS.

         Section 4.02 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

         SECTION 4.02. FINANCIAL INFORMATION; SEC REPORTS.

                  The Company and the Guarantor will each deliver to the Trustee
         (a) as soon as available and in any event within 120 days after the end
         of each fiscal year of the Company or the Guarantor, as applicable (i)
         a consolidated balance sheet of the Company and its Subsidiaries and
         the Guarantor and its Subsidiaries, as applicable, as of the end of
         such fiscal year and the related consolidated statements of operations,
         stockholders' equity and cash flows for such fiscal year, all reported
         on by an independent public accountant of nationally recognized
         standing and (ii) a report containing a management's discussion and
         analysis of the financial condition and results of operations and a
         description of the business and properties of the Company or the
         Guarantor, as applicable, and (b) as soon as available and in any event
         within 60 days after the end of each of the first three quarters of
         each fiscal year of the Company or the Guarantor, as applicable (i) an
         unaudited consolidated financial report for such quarter and (ii) a
         report containing a management's discussion and analysis of the
         financial condition and results of operations of the Company or the
         Guarantor, as applicable; PROVIDED that the foregoing shall not be
         required for either the Company or the Guarantor for any fiscal year or
         quarter, as the case may be, with respect to which either the Company
         or the Guarantor files or expects to file






                                       6
<PAGE>

         with the Trustee an annual or quarterly report, as the case may be,
         pursuant to the third paragraph of this Section 4.02.

                  At any time the Guarantor is not subject to either Section 13
         or 15(d) of the Exchange Act, the Guarantor shall at the request of any
         Holder (or holders of Common Stock issued upon conversion of the
         Securities) provide to such Holder (or holders of such Common Stock)
         and any prospective purchaser designated by such Holders (or holders of
         such Common Stock), as the case may be, such information, if any,
         required by Rule 144A(d)(4) under the Securities Act.

                  Each of the Company and the Guarantor, as applicable, shall
         file with the Trustee, within 15 days after it files such annual and
         quarterly reports, information, documents and other reports with the
         SEC, copies of its annual reports and of the information, documents and
         other reports (or copies of such portions of any of the foregoing as
         the SEC may by rules and regulations prescribe) which each of the
         Company and the Guarantor, as applicable, is required to file with the
         SEC pursuant to Section 13 or 15(d) of the Exchange Act.

                  Delivery of such reports, information and documents to the
         Trustee is for informational purposes only and the Trustee's receipt of
         such shall not constitute constructive notice of any information
         contained therein or determinable from the information contained
         therein, including the Company's compliance with any of its covenants
         hereunder (as to which the Trustee is entitled to rely exclusively on
         Officers' Certificates).

                                    ARTICLE 4

                            CERTIFICATE OF COMPLIANCE

         SECTION 4.1 COMPLIANCE CERTIFICATE.

         Section 4.03 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 4.03. COMPLIANCE CERTIFICATE.

                  The Company and the Guarantor will each deliver to the Trustee
         within 120 days after the end of each fiscal year of the Company and
         the Guarantor, an Officers' Certificate in which one of the two
         Officers signing such certificate is either the principal executive
         officer, principal financial officer or principal accounting officer of
         the Company or the Guarantor, as applicable, stating whether or not to
         the knowledge of the signers thereof the Company or the Guarantor, as
         applicable, is in default in the performance and observance of any of
         the terms, provisions and conditions of this Indenture (without regard
         to any period of grace or requirement of notice provided hereunder) and
         if Company or the Guarantor, as applicable, shall be in default,
         specifying all such defaults and the nature and status thereof of which
         the signers may have knowledge.




                                       7
<PAGE>

                  The Company and the Guarantor will each deliver to the
         Trustee, as soon as possible and in any event within five days, upon
         becoming aware of any default or any Event of Default, an Officers'
         Certificate specifying with particularity such Default or Event of
         Default and further stating what action the Company or the Guarantor,
         as applicable, has taken, is taking or proposes to take with respect
         thereto.

                  Any notice required to be given under this Section 4.03 shall
         be delivered to the Trustee at its Corporate Trust Office.

                                    ARTICLE 5

                               REGISTRATION RIGHTS

         SECTION 5.1 REGISTRATION RIGHTS.

         Section 4.08 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 4.08 REGISTRATION RIGHTS.

                  (a) The Company and the Guarantor agree that the Holders (and
         any Person that has a beneficial interest in a Security) from time to
         time of Registrable Securities (as such term is defined in the
         Registration Rights Agreement) are entitled to the benefits of the
         Registration Rights Agreement. Pursuant to the Registration Rights
         Agreement, the Company has agreed for the benefit of the Holders from
         time to time of Registrable Securities, at the Company's expense, to
         use all reasonable best efforts (i) to file within 90 days after the
         first date of original issuance of the Securities, a shelf registration
         statement (the "Shelf Registration Statement") with the Commission with
         respect to resales of the Restricted Securities, (ii) to cause such
         Shelf Registration Statement to be declared effective by the Commission
         not later than 180 days after the first date of original issuance of
         the Securities, and (iii) to maintain such Shelf Registration Statement
         continuously effective under the Securities Act subject to and in
         accordance with the terms of the Registration Rights Agreement.
         Liquidated damages ("LIQUIDATED DAMAGES") with respect to the
         Securities shall be assessed if a Registration Default (as defined in
         the Registration Rights Agreement) occurs.




                                       8
<PAGE>

                  (b) The Company shall pay Liquidated Damages due pursuant to
         clause (a) of this Section 4.08 to the Holders in cash in the amounts
         and on the dates specified in the Registration Rights Agreement and in
         this Indenture.

                  Whenever in this Indenture there is mentioned, in any context,
         any payment in respect of any Security, such mention shall be deemed to
         include mention of the payment of Liquidated Damages provided for in
         this Section to the extent that, in such context, Liquidated Damages
         are, were or would be payable in respect thereof pursuant to the
         provisions of this Section 4.08, and express mention of the payment of
         Liquidated Damages (if applicable) in any provisions hereof shall not
         be construed as excluding Liquidated Damages in those provisions hereof
         where such express mention is not made.

                  If Liquidated Damages become payable to the Holders pursuant
         to the Registration Rights Agreement, at least five Business Days prior
         to the date on which such Liquidated Damages are payable, the Company
         shall deliver to the Trustee a certificate to that effect stating (i)
         the amount of such Liquidated Damages that is payable and (ii) the date
         on which such amount is payable. Unless and until a Trust Officer
         receives at the Corporate Trust Office such a certificate, the Trustee
         may assume without inquiry that no such amount is payable.

                                    ARTICLE 6

                  EFFECT OF THE MERGER ON CONVERSION PRIVILEGE

         SECTION 6.1 CONVERSION PRIVILEGE.

         The Company and the Guarantor covenant and agree for the benefit of
each Holder that each Security shall be convertible into such number of shares
of Common Stock (as such term is defined in this First Supplemental Indenture)
as would have been received by a holder of a number of shares of Common Stock
(as such term was defined prior to the execution of this First Supplemental
Indenture) issuable upon conversion of such Securities immediately prior to the
Merger. The obligations of the Company to issue shares of Common Stock set forth
in Article 11 of the Indenture, and all obligations set forth in Article 11
related thereto, shall be binding upon the Guarantor with respect to the Common
Stock and the Guarantor shall comply with such provisions as set forth in
Article 11.






                                       9
<PAGE>


         SECTION 6.2 ADJUSTMENTS TO CONVERSION RATE.

         From and after the Merger Date, the provisions providing for, and
relating to, adjustments to the Conversion Rate set forth in Sections 11.06,
11.07, 11.08, 11.09, 11.10, 11.12, 11.15, 11.16, 11.17, 11.18, 11.19 and 11.20
shall continue to apply with the same force and effect as such provisions had
prior to the Merger Date and shall be binding on the Guarantor. The Guarantor
shall comply with such provisions as set forth in Article 11.

         SECTION 6.3 NOTICES.

         The Guarantor shall provide notice to the Holders and the Trustee of
the events set forth in Sections 11.11 and 11.13 in accordance with the terms of
such sections.

         SECTION 6.4 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR
TRANSFER.

         The obligation set forth in Section 11.14 to execute a supplemental
indenture with respect to the Indenture and the Securities upon the occurrence
of any of the events set forth in Section 11.14 shall be binding on the
Guarantor and the Guarantor shall comply with the terms and conditions set forth
in Section 11.14

                                    ARTICLE 7

                                    GUARANTEE

         SECTION 7.1 GUARANTEE. The Indenture is hereby amended by adding a new
Article 14 as follows:

                                   ARTICLE 14
                                    GUARANTEE

                  SECTION 14.01. GUARANTEE.

                  The Guarantor hereby irrevocably and unconditionally
         Guarantees to each Holder of a Security authenticated and delivered by
         the Trustee that: (i) the Principal Amount, Issue Price, accrued
         Original Discount, Redemption Price, Purchase Price, Fundamental Change
         Purchase Price, Liquidated Damages, if any, and interest, if any, on
         the Securities as required under the Indenture and the Securities, to
         the extent lawful, and all other obligations of the Company to the
         Holders or the Trustee under this Indenture and the Securities will be
         promptly paid in full, all in accordance with the terms of this
         Indenture and the Securities; and (ii) in case of any extension of time
         of payment or renewal of any Securities or any of such other
         obligations, that the Securities will be promptly paid in full when due
         in accordance with the terms of such extension or renewal, whether at
         stated maturity, by acceleration or otherwise.

                  The Guarantor hereby further agrees that its obligations under
         this Indenture and the Securities shall be unconditional, regardless of
         the validity, legality or enforceability of this Indenture or the
         Securities, the absence of any action to enforce





                                       10
<PAGE>

         this Indenture or the Securities, any waiver or consent by any Holder
         with respect to any provisions this Indenture or the Securities, any
         modification or amendment of, or supplement of, this Indenture or the
         Securities. The Guarantor hereby waives diligence, presentment, demand
         of payment, filing of claims with a court in the event of insolvency or
         bankruptcy of the Company, any right to require a proceeding first
         against the Company, protest, notice and all demands whatsoever and
         covenants that its Guarantee will not be discharged except by complete
         performance by the Company of its obligations under the Indenture.

                  Upon making any payment with respect to the Company hereunder,
         the Guarantor shall be subrogated to the rights of the payee against
         the Company with respect to such payment; provided that the Guarantor
         shall not enforce any payment by way of subrogation or contribution
         until all obligations of the Company under this Indenture have been
         paid in full.

                  SECTION 14.02. RELEASE OF GUARANTEE.

                  Notwithstanding anything in this Article 14 to the contrary,
         concurrently with the payment in full of (i) the Principal Amount at
         Stated Maturity or such other amounts as cause the Indenture to cease
         to be of further effect pursuant to Section 8.01 of the Indenture and
         (ii) all other obligations of the Company under this Indenture, the
         Guarantor shall be released from and relieved of its obligations under
         this Article 14. Upon the delivery by the Company to the Trustee of an
         Officers' Certificate and an Opinion of Counsel to the effect that the
         transaction giving rise to the release of this Guarantee was made by
         the Company in accordance with the provisions of this Indenture and the
         Securities, the Trustee shall execute any documents reasonably required
         in order to evidence the release of the Guarantor from its obligations
         under this Guarantee. If any of the obligations to pay the Principal
         Amount, Issue Price, accrued Original Discount, Redemption Price,
         Purchase Price, Fundamental Change Purchase Price, Liquidated Damages,
         if any, and interest, if any on the Securities and all other
         obligations of the Company are revived and reinstated after the
         termination of this Guarantee, then all of the obligations of the
         Guarantor under this Guarantee shall be revived and reinstated as if
         this Guarantee had not been terminated until such time as such amounts
         on the Securities and all other obligations of the Company under the
         Indenture are paid in full, and the Guarantor shall enter into an
         amendment to this Guarantee, reasonably satisfactory to the Trustee,
         evidencing such revival and reinstatement.




                                       11
<PAGE>

                                    ARTICLE 8

                            MISCELLANEOUS PROVISIONS

         SECTION 8.1 RATIFICATION OF INDENTURE.

         Except as expressly modified or amended hereby, the Indenture continues
in full force and effect and is in all respects confirmed and preserved.

         SECTION 8.2 EFFECTIVENESS.

         This First Supplemental Indenture shall be effective as of the date
first written above, provided, however, that the provisions contained in
Articles 1 through 7 (inclusive) hereof shall become effective as of the Merger
Date. In the event that the Merger Agreement is terminated in accordance with
its terms, this First Supplemental Indenture shall automatically become null and
void and the Company and Trustee shall continue to comply with the Indenture. On
or promptly following the Merger Date, the Company shall furnish to the Trustee
an Officer's Certificate certifying that the Merger has occurred and that
Articles 1 through 7 (inclusive) hereof have become effective.

         SECTION 8.3 CONFLICT WITH THE TRUST INDENTURE ACT.

         If any provision of this First Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that is required under such
Act to be part of and govern this First Supplemental Indenture, the latter
provision of the Trust Indenture Act shall control. If any provision hereof
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision of the Trust Indenture Act shall be
deemed to apply to this First Supplemental Indenture, as so modified or
excluded, as the case may be.

         SECTION 8.4 SECURITIES DEEMED CONFORMED.

         As of the date hereof, the provisions of each Security then outstanding
shall be deemed to be conformed, without the necessity for any reissuance or
exchange of such Security or any other action on the part of the Holders, the
Company, the Guarantor or the Trustee, so as to reflect this First Supplemental
Indenture.

         SECTION 8.5 NO ADDITIONAL TRUSTEE OBLIGATIONS.

         No duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this First Supplemental
Indenture. This First Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect
hereto.

         SECTION 8.6 SUCCESSORS.

         All agreements of the Company, the Guarantor and the Trustee in this
First Supplemental Indenture and in the Indenture shall bind their respective
successors.




                                       12
<PAGE>

         SECTION 8.7 BENEFITS OF FIRST SUPPLEMENTAL INDENTURE.

         Nothing in this First Supplemental Indenture, express of implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this First Supplemental Indenture.

         SECTION 8.8 GOVERNING LAW.

         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
AND ENFORCE THIS FIRST SUPPLEMENTAL INDENTURE.

         SECTION 8.9 COUNTERPARTS.

         This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

         SECTION 8.10 TRUSTEE.

         The Trustee is not responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, which are made solely by the
Company and the Guarantor.



                            [SIGNATURE PAGE FOLLOWS]



                                       13
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have cause this First
Supplemental Indenture to be duly executed as of the first day and year first
written above.


                                 ISSUER:

                                 NABORS INDUSTRIES, INC.

                                 By:  /s/ Anthony G. Petrello
                                         Anthony G. Petrello
                                         President and Chief Operating Officer




                                 GUARANTOR:

                                 NABORS INDUSTRIES LTD.

                                 By:  /s/ Daniel McLachlin
                                         Daniel McLachlin
                                         Vice President - Administration




                                 TRUSTEE:

                                 BANK ONE, N.A., as Trustee

                                 By:  /s/ Jeffery L. Eubank
                                        Name:  Jeffery L. Eubank
                                        Title: Authorized Officer




                                       14





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>5
<FILENAME>h98563exv4w6.txt
<DESCRIPTION>2ND SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.6

--------------------------------------------------------------------------------

                            NABORS INDUSTRIES, INC.,

                                   as Issuer,

                                       and

                             NABORS INDUSTRIES LTD.,

                                  as Guarantor,


                             ZERO COUPON CONVERTIBLE

                           SENIOR DEBENTURES DUE 2020


                          SECOND SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 21, 2002


                                 Bank One, N.A.,

                                   as Trustee


--------------------------------------------------------------------------------





<PAGE>



                  This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture"), dated as of June 21, 2002, is among Nabors Industries, Inc., a
Delaware corporation, as issuer (the "COMPANY"), Nabors Industries, Ltd., a
Bermuda exempted company, as guarantor (the "GUARANTOR"), and Bank One, N.A., a
national banking association, as trustee (the "TRUSTEE").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company and the Trustee entered into an
Indenture, dated as of June 20, 2000, as amended and supplemented by the First
Supplemental Indenture thereto, dated as of July 5, 2000 (as so amended and
supplemented, the "Indenture"), pursuant to which the Company issued
$825,000,000 in aggregate principal amount at maturity of Zero Coupon
Convertible Senior Debentures due 2020 (each a "Security", collectively the
"Securities");

                  WHEREAS, the Company is party to an Agreement and Plan of
Merger, dated as of January 2, 2002, by and among the Company, the Guarantor,
Nabors US Holdings Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called "US Holdings") and Nabors
Acquisition Corp. VIII, a corporation duly organized and existing under the laws
of the State of Delaware (herein called "NAC8") (such agreement is herein called
the "Merger Agreement");

                  WHEREAS, US Holdings assigned all of its right, title and
interest, in, to and under the Merger Agreement to Nabors International Finance
Ltd., an exempted company duly organized and existing under the laws of the
Islands of Bermuda, and NAC8 assigned all of its right, title and interest, in,
to and under the Merger Agreement to Nabors Acquisition Corp. IX, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called "NAC9");

                  WHEREAS, pursuant to the terms and conditions of the Merger
Agreement, the Company will merge with and into NAC9, with the Company being the
surviving corporation (herein called the "Merger" and the date on which the
Merger becomes effective by filing a Certificate of Merger with the Secretary of
State of the State of Delaware is herein called the "Merger Date");

                  WHEREAS, as a result of the Merger the Company will be an
indirect, wholly owned subsidiary of the Guarantor and each share of Common
Stock shall convert into the right to receive one common share, par value $.001
per share, of the Guarantor ("Guarantor Common Shares");

                  WHEREAS, pursuant to Section 11.14 of the Indenture, the
Company and the Guarantor desire to execute this Second Supplemental Indenture
to provide, among other things, that each Security (as defined in the Indenture)
shall, from and after the Merger Date, be convertible into such number of
Guarantor Common Shares as would be received by a holder of a number of shares
of Common Stock issuable upon conversion of such Security immediately prior to
the Merger;



                                       1
<PAGE>


                  WHEREAS, the Guarantor desires to issue a guarantee to the
Holders of the Securities as provided in this Second Supplemental Indenture;

                  WHEREAS, Section 9.01(4) provides that the Company may enter
into one or more supplemental indentures without the written consent of any
Holders to make any change that does not adversely affect the right of any
Holder;

                  WHEREAS, the respective Board of Directors of the Company and
of the Guarantor (or a duly authorized committee thereof) has duly adopted
resolutions authorizing the Company and the Guarantor, respectively, to execute
and deliver this Second Supplemental Indenture; and

                  WHEREAS, all the conditions and requirements necessary to make
this Second Supplemental Indenture, when duly executed and delivered, a valid
and binding agreement in accordance with its terms for the purposes herein
expressed, have been performed and fulfilled.

         NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

                  For and in consideration of the premises provided for herein
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                    ARTICLE 1

                              RELATION TO INDENTURE

         SECTION 1.1 RELATION TO INDENTURE.

         This Second Supplemental Indenture constitutes an integral part of the
Indenture.

         SECTION 1.2 DEFINITIONS.

         For all purposes of this Second Supplemental Indenture, except as
expressly provided for or unless the context otherwise requires:

                  (1) Capitalized terms used but not defined in this Second
Supplemental Indenture shall have the respective meanings assigned to them in
the Indenture; and

                  (2) All references in this Second Supplemental Indenture to
Articles and Sections, unless otherwise specified, refer to the corresponding
Articles and Sections of this Second Supplemental Indenture.




                                       2
<PAGE>

                  "Guarantor" means Nabors Industries Ltd., an exempted company
duly organized and existing under the laws of the Islands of Bermuda.

                  "Guarantee" means any of the unconditional and unsubordinated
guarantees by the Guarantor of the due and punctual payment of Principal Amount,
Issue Price, accrued Original Discount, Redemption Price, Purchase Price,
Fundamental Change Purchase Price, Liquidated Damages, if any, and interest, if
any on the Securities and all other obligations of the Company pursuant to this
Indenture when and as the same shall become due and payable, whether at stated
maturity, by acceleration, call for redemption, upon a repurchase date or
otherwise in accordance with the terms of the Securities and this Indenture.

         SECTION 1.3 AMENDMENT OF DEFINITIONS IN THE INDENTURE.

         The following definitions in the Indenture are hereby amended by
deleting such definitions in their entirety and substituting in place thereof
the following:

                  "BOARD OF DIRECTORS" means either the board of directors of
         each of the Company and the Guarantor or any duly authorized committee
         of such board.

                  "COMMON STOCK" means any stock of any class of the Guarantor
         which has no preference in respect of dividends or of amounts payable
         in the event of a voluntary or involuntary liquidation, dissolution or
         winding up of the Guarantor and which is not subject to redemption by
         the Guarantor. Subject to the provisions of Section 11.14 hereof,
         however, shares issuable upon conversion of the Securities shall
         include only Common Shares, par value $.001 per share, of the Guarantor
         as such shares exist on the date of this Indenture or on the date of
         any Supplemental Indenture hereto or shares of any class or classes
         resulting from any reclassification or reclassifications thereof and
         which have no preference in respect of dividends or of amounts payable
         in the event of any voluntary or involuntary liquidation, dissolution
         or winding up of the Guarantor and which are not subject to redemption
         by the Guarantor; PROVIDED that if at any time there shall be more than
         one such resulting class, the shares of each such class then so
         issuable pursuant to the terms hereof shall be substantially in the
         proportion which the total number of shares of such class resulting
         from all such reclassifications bears to the total number of shares of
         all such classes resulting from all such reclassifications.

                  "OFFICER" means the Chairman of the Board, any Vice Chairman,
         the President, any Vice President, the Treasurer or the Secretary or
         any Assistant Secretary of the Company or the Guarantor, as applicable.

                  "OFFICERS' CERTIFICATE" means a written certificate containing
         the information specified in Sections 13.04 and 13.05, signed in the
         name of the Company or the Guarantor, as applicable, by its Chairman of
         the Board, a Vice Chairman, its President or a Vice President, and by
         its Treasurer, an Assistant Treasurer, its Controller, an Assistant
         Controller, its Corporate Secretary or an Assistant Corporate
         Secretary, and delivered to the Trustee.




                                       3
<PAGE>

                  "OPINION OF COUNSEL" means a written opinion containing the
         information specified in Sections 13.04 and 13.05 from legal counsel
         who is acceptable to the Trustee. The counsel may be an employee of, or
         counsel to, the Company, the Guarantor or the Trustee.

                                    ARTICLE 2

               EXCHANGE AND REGISTRATION; CONVERSION ARRANGEMENT;
                                REPURCHASE RIGHTS

         SECTION 2.1 EXCHANGE AND REGISTRATION.

         The third paragraph of Section 2.06(a) of the Indenture is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:

                  All Securities presented for registration of transfer or for
         exchange into like Securities, repurchase, redemption or conversion
         into Common Stock or payment shall (if so required by the Company, the
         Guarantor, the Trustee, the Registrar or any co-registrar) be duly
         endorsed by, or be accompanied by a written instrument or instruments
         of transfer in form satisfactory to the Company, the Guarantor and the
         Trustee, duly executed by the Holder or such Holder's attorney duly
         authorized in writing.

         The fifth paragraph of Section 2.06(a) of the Indenture is hereby
amended by deleting it in its entirety and substituting in place thereof the
following:

                  None of the Company, the Guarantor, the Trustee, the Registrar
         or any co-registrar shall be required to exchange for like Securities
         or register a transfer of (a) any Securities for a period of 15 days
         next preceding the mailing of notice of Securities to be redeemed, or
         (b) any Securities or portions thereof selected or called for
         redemption, or (c) any Securities or portion thereof surrendered for
         conversion into Common Stock, or (d) any Securities or portion thereof
         surrendered for repurchase or redemption (and not withdrawn) pursuant
         to Section 3.08 or 3.09 hereof, respectively.

         SECTION 2.2 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

         The right of the Company to arrange for the purchase and conversion
into Common Stock of any Securities called for redemption by an agreement with
one or more investment





                                       4
<PAGE>

bankers or other purchasers set forth in Section 3.07 of the Indenture shall
also be exercisable by the Guarantor.

         SECTION 2.3 REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

         In the event the Company elects, pursuant to Section 3.08 of the
Indenture and pursuant to a Company Notice, to pay the Purchase Price to be paid
as of such Repurchase Date, in whole or in part, in Common Stock, the Guarantor
shall cooperate with the Company in making such election, including, without
limitation, making available such number of shares of Common Stock as are
necessary to permit the Company to consummate such purchases pursuant to such
election.

         SECTION 2.4 COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE.

         Section 3.13 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 3.13 COVENANT TO COMPLY WITH SECURITIES LAWS UPON
         REPURCHASE OF SECURITIES

                  In connection with any repurchase of Securities under Section
         3.08 or 3.09 hereof, the Company and the Guarantor, as applicable,
         shall (i) comply with Rule 13e-4 (which term, as used herein, includes
         any successor provision thereto) under the Exchange Act, if applicable,
         (ii) file the related Schedule 13E-4 (or any successor schedule, form
         or report) under the Exchange Act, if applicable, and (iii) otherwise
         comply with all Federal and state securities laws so as to permit the
         rights and obligations under Sections 3.08 and 3.09 to be exercised in
         the time and in the manner specified in Sections 3.08 and 3.09.

         SECTION 2.5 REPAYMENT TO THE COMPANY AND THE GUARANTOR.

         Section 3.14 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 3.14. REPAYMENT TO THE COMPANY AND THE GUARANTOR.

                  The Trustee and the Paying Agent shall return to the Company
         and the Guarantor, as applicable, any cash or shares of Common Stock
         that remain unclaimed as provided in paragraph 14 of the Securities,
         together





                                       5
<PAGE>

         with interest or dividends, if any, thereon, held by them for the
         payment of a Purchase Price or Fundamental Change Purchase Price, as
         the case may be, together with Liquidated Damages, if any; PROVIDED,
         HOWEVER, that to the extent that the aggregate amount of cash or shares
         of Common Stock deposited by the Company or the Guarantor pursuant to
         Section 3.11 hereof exceeds the aggregate Purchase Price or Fundamental
         Change Purchase Price, as the case may be, of the Securities or
         portions thereof which the Company is obligated to repurchase as of the
         Repurchase Date or Fundamental Change Repurchase Date, as the case may
         be, together with Liquidated Damages, if any, then promptly after the
         Business Day following the Repurchase Date or Fundamental Change
         Repurchase Date, as the case may be, the Trustee and the Paying Agent
         shall return any such excess to the Company or the Guarantor, as
         applicable, together with interest or dividends, if any, thereon.

                                    ARTICLE 3

                              REPORTS BY GUARANTOR

         SECTION 3.1 FINANCIAL INFORMATION; SEC REPORTS.

         Section 4.02 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

         SECTION 4.02. FINANCIAL INFORMATION; SEC REPORTS.

                  The Company and the Guarantor will each deliver to the Trustee
         (a) as soon as available and in any event within 120 days after the end
         of each fiscal year of the Company or the Guarantor, as applicable (i)
         a consolidated balance sheet of the Company and its Subsidiaries and
         the Guarantor and its Subsidiaries, as applicable, as of the end of
         such fiscal year and the related consolidated statements of operations,
         stockholders' equity and cash flows for such fiscal year, all reported
         on by an independent public accountant of nationally recognized
         standing and (ii) a report containing a management's discussion and
         analysis of the financial condition and results of operations and a
         description of the business and properties of the Company or the
         Guarantor, as applicable, and (b) as soon as available and in any event
         within 60 days after the end of each of the first three quarters of
         each fiscal year of the Company or the Guarantor, as applicable (i) an
         unaudited consolidated financial report for such quarter and (ii) a
         report containing a management's discussion and analysis of the
         financial condition and results of operations of the Company or the
         Guarantor, as applicable; PROVIDED that the foregoing shall not be
         required for either the Company or the Guarantor for any fiscal year or
         quarter, as the case may be, with respect to which either the Company
         or the Guarantor files or expects to file






                                       6
<PAGE>

         with the Trustee an annual or quarterly report, as the case may be,
         pursuant to the third paragraph of this Section 4.02.

                  At any time the Guarantor is not subject to either Section 13
         or 15(d) of the Exchange Act, the Guarantor shall at the request of any
         Holder (or holders of Common Stock issued upon conversion of the
         Securities) provide to such Holder (or holders of such Common Stock)
         and any prospective purchaser designated by such Holders (or holders of
         such Common Stock), as the case may be, such information, if any,
         required by Rule 144A(d)(4) under the Securities Act.

                  Each of the Company and the Guarantor, as applicable, shall
         file with the Trustee, within 15 days after it files such annual and
         quarterly reports, information, documents and other reports with the
         SEC, copies of its annual reports and of the information, documents and
         other reports (or copies of such portions of any of the foregoing as
         the SEC may by rules and regulations prescribe) which each of the
         Company and the Guarantor, as applicable, is required to file with the
         SEC pursuant to Section 13 or 15(d) of the Exchange Act.

                  Delivery of such reports, information and documents to the
         Trustee is for informational purposes only and the Trustee's receipt of
         such shall not constitute constructive notice of any information
         contained therein or determinable from the information contained
         therein, including the Company's compliance with any of its covenants
         hereunder (as to which the Trustee is entitled to rely exclusively on
         Officers' Certificates).

                                    ARTICLE 4

                            CERTIFICATE OF COMPLIANCE

         SECTION 4.1 COMPLIANCE CERTIFICATE.

         Section 4.03 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 4.03. COMPLIANCE CERTIFICATE.

                  The Company and the Guarantor will each deliver to the Trustee
         within 120 days after the end of each fiscal year of the Company and
         the Guarantor, an Officers' Certificate in which one of the two
         Officers signing such certificate is either the principal executive
         officer, principal financial officer or principal accounting officer of
         the Company or the Guarantor, as applicable, stating whether or not to
         the knowledge of the signers thereof the Company or the Guarantor, as
         applicable, is in default in the performance and observance of any of
         the terms, provisions and conditions of this Indenture (without regard
         to any period of grace or requirement of notice provided hereunder) and
         if Company or the Guarantor, as applicable, shall be in default,
         specifying all such defaults and the nature and status thereof of which
         the signers may have knowledge.




                                       7
<PAGE>

                  The Company and the Guarantor will each deliver to the
         Trustee, as soon as possible and in any event within five days, upon
         becoming aware of any default or any Event of Default, an Officers'
         Certificate specifying with particularity such Default or Event of
         Default and further stating what action the Company or the Guarantor,
         as applicable, has taken, is taking or proposes to take with respect
         thereto.

                  Any notice required to be given under this Section 4.03 shall
         be delivered to the Trustee at its Corporate Trust Office.

                                    ARTICLE 5

                               REGISTRATION RIGHTS

         SECTION 5.1 REGISTRATION RIGHTS.

         Section 4.08 of the Indenture is hereby amended by deleting it in its
entirety and substituting in place thereof the following:

                  SECTION 4.08 REGISTRATION RIGHTS.

                  (a) The Company and the Guarantor agree that the Holders (and
         any Person that has a beneficial interest in a Security) from time to
         time of Registrable Securities (as such term is defined in the
         Registration Rights Agreement) are entitled to the benefits of the
         Registration Rights Agreement. Pursuant to the Registration Rights
         Agreement, the Company has agreed for the benefit of the Holders from
         time to time of Registrable Securities, at the Company's expense, to
         use all reasonable best efforts (i) to file within 90 days after the
         first date of original issuance of the Securities, a shelf registration
         statement (the "Shelf Registration Statement") with the Commission with
         respect to resales of the Restricted Securities, (ii) to cause such
         Shelf Registration Statement to be declared effective by the Commission
         not later than 180 days after the first date of original issuance of
         the Securities, and (iii) to maintain such Shelf Registration Statement
         continuously effective under the Securities Act subject to and in
         accordance with the terms of the Registration Rights Agreement.
         Liquidated damages ("LIQUIDATED DAMAGES") with respect to the
         Securities shall be assessed if a Registration Default (as defined in
         the Registration Rights Agreement) occurs.




                                       8
<PAGE>

                  (b) The Company shall pay Liquidated Damages due pursuant to
         clause (a) of this Section 4.08 to the Holders in cash in the amounts
         and on the dates specified in the Registration Rights Agreement and in
         this Indenture.

                  Whenever in this Indenture there is mentioned, in any context,
         any payment in respect of any Security, such mention shall be deemed to
         include mention of the payment of Liquidated Damages provided for in
         this Section to the extent that, in such context, Liquidated Damages
         are, were or would be payable in respect thereof pursuant to the
         provisions of this Section 4.08, and express mention of the payment of
         Liquidated Damages (if applicable) in any provisions hereof shall not
         be construed as excluding Liquidated Damages in those provisions hereof
         where such express mention is not made.

                  If Liquidated Damages become payable to the Holders pursuant
         to the Registration Rights Agreement, at least five Business Days prior
         to the date on which such Liquidated Damages are payable, the Company
         shall deliver to the Trustee a certificate to that effect stating (i)
         the amount of such Liquidated Damages that is payable and (ii) the date
         on which such amount is payable. Unless and until a Trust Officer
         receives at the Corporate Trust Office such a certificate, the Trustee
         may assume without inquiry that no such amount is payable.

                                    ARTICLE 6

                  EFFECT OF THE MERGER ON CONVERSION PRIVILEGE

         SECTION 6.1 CONVERSION PRIVILEGE.

         The Company and the Guarantor covenant and agree for the benefit of
each Holder that each Security shall be convertible into such number of shares
of Common Stock (as such term is defined in this Second Supplemental Indenture)
as would have been received by a holder of a number of shares of Common Stock
(as such term was defined prior to the execution of this Second Supplemental
Indenture) issuable upon conversion of such Securities immediately prior to the
Merger. The obligations of the Company to issue shares of Common Stock set forth
in Article 11 of the Indenture, and all obligations set forth in Article 11
related thereto, shall be binding upon the Guarantor with respect to the Common
Stock and the Guarantor shall comply with such provisions as set forth in
Article 11.






                                       9
<PAGE>


         SECTION 6.2 ADJUSTMENTS TO CONVERSION RATE.

         From and after the Merger Date, the provisions providing for, and
relating to, adjustments to the Conversion Rate set forth in Sections 11.06,
11.07, 11.08, 11.09, 11.10, 11.12, 11.15, 11.16, 11.17, 11.18, 11.19 and 11.20
shall continue to apply with the same force and effect as such provisions had
prior to the Merger Date and shall be binding on the Guarantor. The Guarantor
shall comply with such provisions as set forth in Article 11.

         SECTION 6.3 NOTICES.

         The Guarantor shall provide notice to the Holders and the Trustee of
the events set forth in Sections 11.11 and 11.13 in accordance with the terms of
such sections.

         SECTION 6.4 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR
TRANSFER.

         The obligation set forth in Section 11.14 to execute a supplemental
indenture with respect to the Indenture and the Securities upon the occurrence
of any of the events set forth in Section 11.14 shall be binding on the
Guarantor and the Guarantor shall comply with the terms and conditions set forth
in Section 11.14

                                    ARTICLE 7

                                    GUARANTEE

         SECTION 7.1 GUARANTEE. The Indenture is hereby amended by adding a new
Article 14 as follows:

                                   ARTICLE 14
                                    GUARANTEE

                  SECTION 14.01. GUARANTEE.

                  The Guarantor hereby irrevocably and unconditionally
         Guarantees to each Holder of a Security authenticated and delivered by
         the Trustee that: (i) the Principal Amount, Issue Price, accrued
         Original Discount, Redemption Price, Purchase Price, Fundamental Change
         Purchase Price, Liquidated Damages, if any, and interest, if any, on
         the Securities as required under the Indenture and the Securities, to
         the extent lawful, and all other obligations of the Company to the
         Holders or the Trustee under this Indenture and the Securities will be
         promptly paid in full, all in accordance with the terms of this
         Indenture and the Securities; and (ii) in case of any extension of time
         of payment or renewal of any Securities or any of such other
         obligations, that the Securities will be promptly paid in full when due
         in accordance with the terms of such extension or renewal, whether at
         stated maturity, by acceleration or otherwise.

                  The Guarantor hereby further agrees that its obligations under
         this Indenture and the Securities shall be unconditional, regardless of
         the validity, legality or enforceability of this Indenture or the
         Securities, the absence of any action to enforce





                                       10
<PAGE>

         this Indenture or the Securities, any waiver or consent by any Holder
         with respect to any provisions this Indenture or the Securities, any
         modification or amendment of, or supplement of, this Indenture or the
         Securities. The Guarantor hereby waives diligence, presentment, demand
         of payment, filing of claims with a court in the event of insolvency or
         bankruptcy of the Company, any right to require a proceeding first
         against the Company, protest, notice and all demands whatsoever and
         covenants that its Guarantee will not be discharged except by complete
         performance by the Company of its obligations under the Indenture.

                  Upon making any payment with respect to the Company hereunder,
         the Guarantor shall be subrogated to the rights of the payee against
         the Company with respect to such payment; provided that the Guarantor
         shall not enforce any payment by way of subrogation or contribution
         until all obligations of the Company under this Indenture have been
         paid in full.

                  SECTION 14.02. RELEASE OF GUARANTEE.

                  Notwithstanding anything in this Article 14 to the contrary,
         concurrently with the payment in full of (i) the Principal Amount at
         Stated Maturity or such other amounts as cause the Indenture to cease
         to be of further effect pursuant to Section 8.01 of the Indenture and
         (ii) all other obligations of the Company under this Indenture, the
         Guarantor shall be released from and relieved of its obligations under
         this Article 14. Upon the delivery by the Company to the Trustee of an
         Officers' Certificate and an Opinion of Counsel to the effect that the
         transaction giving rise to the release of this Guarantee was made by
         the Company in accordance with the provisions of this Indenture and the
         Securities, the Trustee shall execute any documents reasonably required
         in order to evidence the release of the Guarantor from its obligations
         under this Guarantee. If any of the obligations to pay the Principal
         Amount, Issue Price, accrued Original Discount, Redemption Price,
         Purchase Price, Fundamental Change Purchase Price, Liquidated Damages,
         if any, and interest, if any on the Securities and all other
         obligations of the Company are revived and reinstated after the
         termination of this Guarantee, then all of the obligations of the
         Guarantor under this Guarantee shall be revived and reinstated as if
         this Guarantee had not been terminated until such time as such amounts
         on the Securities and all other obligations of the Company under the
         Indenture are paid in full, and the Guarantor shall enter into an
         amendment to this Guarantee, reasonably satisfactory to the Trustee,
         evidencing such revival and reinstatement.






                                       11
<PAGE>


                                    ARTICLE 8

                            MISCELLANEOUS PROVISIONS

         SECTION 8.1 RATIFICATION OF INDENTURE.

         Except as expressly modified or amended hereby, the Indenture continues
in full force and effect and is in all respects confirmed and preserved.

         SECTION 8.2 EFFECTIVENESS.

         This Second Supplemental Indenture shall be effective as of the date
first written above, provided, however, that the provisions contained in
Articles 1 through 7 (inclusive) hereof shall become effective as of the Merger
Date. In the event that the Merger Agreement is terminated in accordance with
its terms, this Second Supplemental Indenture shall automatically become null
and void and the Company and Trustee shall continue to comply with the
Indenture. On or promptly following the Merger Date, the Company shall furnish
to the Trustee an Officer's Certificate certifying that the Merger has occurred
and that Articles 1 through 7 (inclusive) hereof have become effective.

         SECTION 8.3 CONFLICT WITH THE TRUST INDENTURE ACT.

         If any provision of this Second Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that is required under such
Act to be part of and govern this Second Supplemental Indenture, the latter
provision of the Trust Indenture Act shall control. If any provision hereof
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision of the Trust Indenture Act shall be
deemed to apply to this Second Supplemental Indenture, as so modified or
excluded, as the case may be.

         SECTION 8.4 SECURITIES DEEMED CONFORMED.

         As of the date hereof, the provisions of each Security then outstanding
shall be deemed to be conformed, without the necessity for any reissuance or
exchange of such Security or any other action on the part of the Holders, the
Company, the Guarantor or the Trustee, so as to reflect this Second Supplemental
Indenture.

         SECTION 8.5 NO ADDITIONAL TRUSTEE OBLIGATIONS.

         No duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Second Supplemental
Indenture. This Second Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect
hereto.

         SECTION 8.6 SUCCESSORS.

         All agreements of the Company, the Guarantor and the Trustee in this
Second Supplemental Indenture and in the Indenture shall bind their respective
successors.




                                       12
<PAGE>

         SECTION 8.7 BENEFITS OF SECOND SUPPLEMENTAL INDENTURE.

         Nothing in this Second Supplemental Indenture, express of implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Second Supplemental Indenture.

         SECTION 8.8 GOVERNING LAW.

         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
AND ENFORCE THIS SECOND SUPPLEMENTAL INDENTURE.

         SECTION 8.9 COUNTERPARTS.

         This Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

         SECTION 8.10 TRUSTEE.

         The Trustee is not responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Second Supplemental Indenture or
for or in respect of the recitals contained herein, which are made solely by the
Company and the Guarantor.



                            [SIGNATURE PAGE FOLLOWS]



                                       13
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have cause this Second
Supplemental Indenture to be duly executed as of the first day and year first
written above.


                                ISSUER:

                                NABORS INDUSTRIES, INC.

                                By:  /s/ Anthony G. Petrello
                                        Anthony G. Petrello
                                        President and Chief Operating Officer




                                GUARANTOR:

                                NABORS INDUSTRIES LTD.

                                By:  /s/ Daniel McLachlin
                                        Daniel McLachlin
                                        Vice President - Administration




                                TRUSTEE:

                                BANK ONE, N.A., as Trustee

                                By:  /s/ Jeffery L. Eubank
                                       Name: Jeffery L. Eubank
                                       Title: Authorized Officer




                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>6
<FILENAME>h98563exv4w7.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE NO. 2
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.7


                            NABORS INDUSTRIES, INC.,

                                     Issuer

                                       and

                             NABORS INDUSTRIES LTD.,

                                    Guarantor


                                       To


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

                                     Trustee


                              --------------------

                          Supplemental Indenture No. 2

                            Dated as of June 21, 2002

                              --------------------

                              6.80% Notes due 2004


<PAGE>


                  SUPPLEMENTAL INDENTURE NO. 2, dated as of June 21, 2002,
between NABORS INDUSTRIES, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), NABORS
INDUSTRIES LTD., an exempted company duly organized and existing under the laws
of the Islands of Bermuda (herein called the "Guarantor"), and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association organized under
the laws of the United States of America, as Trustee (herein called the
"Trustee") (this "Supplemental Indenture").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture dated as of March 1, 1999, as supplemented by
Supplemental Indenture No. 1, dated as of March 1, 1999 (as so supplemented,
herein called the "Indenture");

                  WHEREAS, the Company is party to an Agreement and Plan of
Merger, dated as of January 2, 2002, by and among the Company, the Guarantor,
Nabors US Holdings Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called "US Holdings") and Nabors
Acquisition Corp. VIII, a corporation duly organized and existing under the laws
of the State of Delaware (herein called "NAC8") (such agreement is herein called
the "Merger Agreement");

                  WHEREAS, US Holdings assigned all of its right, title and
interest, in, to and under the Merger Agreement to Nabors International Finance
Ltd., an exempted company duly organized and existing under the laws of the
Islands of Bermuda, and NAC8 assigned all of its right, title and interest, in,
to and under the Merger Agreement to Nabors Acquisition Corp. IX, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called "NAC9");

                  WHEREAS, pursuant to the terms and conditions of the Merger
Agreement, NAC9 will merge with and into the Company, with the Company being the
surviving corporation (herein called the "Merger" and the date on which the
Merger becomes effective by filing a Certificate of Merger with the Secretary of
State of the State of Delaware is herein called the "Merger Date");

                  WHEREAS, as a result of the Merger the Company will be an
indirect, wholly owned subsidiary of the Guarantor;

                  WHEREAS, the Guarantor desires to issue a guarantee to the
Holders of the Notes as provided in this Supplemental Indenture;




<PAGE>

                  WHEREAS, Section 901 provides that the Company may enter into
one or more supplemental indentures without the written consent of any Holders,
when authorized by a Board Resolution and in form satisfactory to the Trustee to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities or to surrender any right or power conferred upon the
Company;

                  WHEREAS, the respective Board of Directors of the Company and
of the Guarantor (or a duly authorized committee thereof) has duly adopted
resolutions authorizing the Company and the Guarantor, respectively, to execute
and deliver this Supplemental Indenture; and

                  WHEREAS, all the conditions and requirements necessary to make
this Supplemental Indenture, when duly executed and delivered, a valid and
binding agreement in accordance with its terms for the purposes herein
expressed, have been performed and fulfilled.

             NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

                  For and in consideration of the premises provided for herein
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

                              RELATION TO INDENTURE

         SECTION 1.1 RELATION TO INDENTURE.

         This Supplemental Indenture constitutes an integral part of the
Indenture.

         SECTION 1.2 DEFINITIONS.

         For all purposes of this Supplemental Indenture, except as expressly
provided for or unless the context otherwise requires:

                  (1) Capitalized terms used but not defined in this
Supplemental Indenture shall have the respective meanings assigned to them in
the Indenture; and



                                       2
<PAGE>

                  (2) All references in this Supplemental Indenture to Articles
and Sections, unless otherwise specified, refer to the corresponding Articles
and Sections of this Supplemental Indenture.

                  "Guarantor" means Nabors Industries Ltd., an exempted company
duly organized and existing under the laws of the Islands of Bermuda.

                  "Guarantee" means any of the unconditional and unsubordinated
guarantees by the Guarantor of the due and punctual payment of principal of, and
premium, if any, and interest, if any, on the Notes and all other obligations of
the Company pursuant to this Indenture when and as the same shall become due and
payable, whether at stated maturity, by acceleration, call for redemption, upon
a repurchase date or otherwise in accordance with the terms of the Notes and
this Indenture.

         SECTION 1.3 AMENDMENT OF DEFINITIONS IN THE INDENTURE.

         The following definitions in the Indenture are hereby amended by
deleting such definitions in their entirety and substituting in place thereof
the following:

                  "Board of Directors" means either (i) the board of directors
         of the Company or the Guarantor, as applicable, the executive committee
         of such board of directors or any other duly authorized committee of
         directors and/or officers appointed by such board of directors or
         executive committee, or (ii) one or more duly authorized officers of
         the Company or the Guarantor, as applicable, to whom the board of
         directors of the Company or the Guarantor, as applicable, or a
         committee thereof has delegated the authority to act with respect to
         the matters contemplated by this Indenture.

                  "Board Resolution" means (i) a copy of a resolution certified
         by the Corporate Secretary or an Assistant Corporate Secretary of the
         Company or the Guarantor, as applicable, to have been duly adopted by
         the board of directors of the Company or a committee thereof and to be
         in full force and effect on the date of such certification or (ii) a
         certificate signed by the duly authorized officer or officers of the
         Company or the Guarantor, as applicable, to whom the board of directors
         of the Company or the Guarantor, as applicable, or a duly authorized
         committee thereof has delegated its authority (as described in the
         definition of Board of Directors), and in each case, delivered to the
         Trustee.




                                       3
<PAGE>

                  "Officer's Certificate" means a certificate signed by (i) any
         two of the following individuals: the Chairman, a Vice Chairman, the
         President or a Vice President, or (ii) by one of the foregoing
         individuals and by any other Vice President, the Treasurer, an
         Assistant Treasurer, the Controller, an Assistant Controller, the
         Corporate Secretary or an Assistant Corporate Secretary of the Company
         or the Guarantor, as applicable, or any other individual authorized by
         the Board of Directors of the Company or the Guarantor, as applicable,
         for such purpose (as specified in a Board Resolution of the Company or
         the Guarantor, as applicable), and delivered to the Trustee. One of the
         officers signing an Officers' Certificate given pursuant to Section
         1004 shall be the principal executive, financial or accounting officer
         of the Company or the Guarantor, as applicable.

                  "Opinion of Counsel" means a written opinion of counsel, who
         may be an employee of or counsel to the Company or the Guarantor, as
         applicable, or who may be other counsel reasonably satisfactory to the
         Trustee.

                                   ARTICLE TWO

                              REPORTS BY GUARANTOR

         SECTION 2.1 REPORTS. Section 704 of the Indenture is hereby amended by
deleting it in its entirety and substituting in place thereof the following:

                  Section 704. Reports by the Company and the Guarantor. Each of
                  the Company and the Guarantor shall file with the Trustee and
                  the Commission, and transmit to Holders, such information,
                  documents and other reports, and such summaries thereof, as
                  may be required pursuant to the Trust Indenture Act at the
                  times and in the manner provided pursuant to such Act. Any
                  information, documents or reports required to be filed by each
                  of the Company and the Guarantor with the Commission pursuant
                  to Section 13 or 15(d) of the Exchange Act shall be filed with
                  the Trustee within 15 days after the same is so required to be
                  filed with the Commission.




                                       4
<PAGE>


                                  ARTICLE THREE

                            CERTIFICATE OF COMPLIANCE

         SECTION 3.1 STATEMENT BY OFFICERS AS TO COMPLIANCE. Section 1004 of the
Indenture is hereby amended by deleting it in its entirety and substituting in
place thereof the following:

                  Section 1004. Statement by Officers as to Compliance. The
                  Company and the Guarantor will each deliver to the Trustee
                  within 120 days after the end of each fiscal year of the
                  Company and the Guarantor ending after the date hereof, a
                  certificate signed by the Company's or the Guarantor's, as
                  applicable, principal executive officer, principal financial
                  officer or principal accounting officer stating to the best
                  knowledge of the signer thereof whether or not the Company or
                  the Guarantor, as applicable, has complied during such
                  immediately preceding fiscal year with and is in compliance
                  with all terms, conditions and covenants of this Indenture
                  (without regard to any period of grace or requirement of
                  notice provided hereunder) and if the signer has obtained any
                  knowledge of any continuing default by the Company or the
                  Guarantor, as applicable, in the performance, observation or
                  fulfillment of any such term, condition or covenant,
                  specifying each such default and the nature thereof.

                                  ARTICLE FOUR

                                    GUARANTEE

         SECTION 4.1 GUARANTEE. The Indenture is hereby amended by adding a new
Article Sixteen as follows:

                  Section 1601. Guarantee. The Guarantor hereby irrevocably and
         unconditionally Guarantees to each Holder of a Note authenticated and
         delivered by the Trustee that: (i) the principal of, premium, if any,
         and interest, if any, on the Notes will be promptly paid in full when
         due, whether at maturity, by acceleration, redemption or otherwise, and
         interest on the overdue principal of and interest, if any, and premium,
         if any, on the Notes, if any, to the extent lawful, and all other
         obligations of the Company to the Holders or the Trustee under this
         Indenture and the Notes will be promptly paid in full, all in
         accordance with the terms of this Indenture and the Notes; and (ii) in
         case of any extension of time of payment or renewal of any Notes or any
         of such other obligations, that the Notes will be promptly paid in full
         when due in accordance with the terms of such extension or renewal,
         whether at stated maturity, by acceleration or otherwise.




                                       5
<PAGE>

                  The Guarantor hereby further agrees that its obligations under
         this Indenture and the Notes shall be unconditional, regardless of the
         validity, legality or enforceability of this Indenture or the Notes,
         the absence of any action to enforce this Indenture or the Notes, any
         waiver or consent by any Holder with respect to any provisions of this
         Indenture or the Notes, any modification or amendment of, or supplement
         of, this Indenture or the Notes. The Guarantor hereby waives diligence,
         presentment, demand of payment, filing of claims with a court in the
         event of insolvency or bankruptcy of the Company, any right to require
         a proceeding first against the Company, protest, notice and all demands
         whatsoever and covenants that its Guarantee will not be discharged
         except by complete performance by the Company of its obligations under
         the Indenture.

                  Upon making any payment with respect to the Company hereunder,
         the Guarantor shall be subrogated to the rights of the payee against
         the Company with respect to such payment; provided that the Guarantor
         shall not enforce any payment by way of subrogation or contribution
         until all obligations of the Company under this Indenture have been
         paid in full.

                  Section 1602. Release of Guarantee. Notwithstanding anything
         in this Article Sixteen to the contrary, concurrently with the payment
         in full of (i) the principal of, premium, if any, and interest, if any,
         on the Notes; and (ii) all other obligations of the Company under this
         Indenture, the Guarantor shall be released from and relieved of its
         obligations under this Article Sixteen. Upon the delivery by the
         Company to the Trustee of an Officers' Certificate and an Opinion of
         Counsel to the effect that the transaction giving rise to the release
         of this Guarantee was made by the Company in accordance with the
         provisions of this Indenture and the Notes, the Trustee shall execute
         any documents reasonably required in order to evidence the release of
         the Guarantor from its obligations under this Guarantee. If any of the
         obligations to pay the principal of, premium, if any, and interest, if
         any, on the Notes and all other obligations of the Company are revived
         and reinstated after the termination of this Guarantee, then all of the
         obligations of the Guarantor under this Guarantee shall be revived and
         reinstated as if this Guarantee had not been terminated until such time
         as the principal of, premium, if any, and interest, if any, on the
         Notes and all other obligations of the Company under the Indenture are
         paid in full, and the Guarantor shall enter into an amendment to this
         Guarantee, reasonably satisfactory to the Trustee, evidencing such
         revival and reinstatement.





                                       6
<PAGE>

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

         SECTION 5.1 RATIFICATION OF INDENTURE.

         Except as expressly modified or amended hereby, the Indenture continues
in full force and effect and is in all respects confirmed and preserved.

         SECTION 5.2 EFFECTIVENESS.

         This Supplemental Indenture No. 2 shall be effective as of the date
first written above, provided, however, that the provisions contained in
Articles One, Two, Three and Four hereof shall become effective as of the Merger
Date. In the event that the Merger Agreement is terminated in accordance with
its terms, this Supplemental Indenture shall automatically become null and void
and the Company and the Trustee shall continue to comply with the Indenture. On
or promptly following the Merger Date, the Company shall furnish to the Trustee
an Officer's Certificate certifying that the Merger has occurred and that
Articles One, Two, Three and Four hereof have become effective.

         SECTION 5.3 GOVERNING LAW.

         THIS SUPPLEMENTAL INDENTURE AND THE NOTE GUARANTEE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Supplemental Indenture is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.

         SECTION 5.4 COUNTERPARTS.

         This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

         SECTION 5.5 CERTAIN RIGHTS OF TRUSTEE.

         Except as otherwise provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this





                                       7
<PAGE>

Supplemental Indenture. This Supplemental Indenture is executed and accepted by
the Trustee subject to all the terms and conditions set forth in the Indenture
with the same force and effect as if those terms and conditions were repeated at
length herein and made applicable to the Trustee with respect hereto.

         SECTION 5.6 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

         The Trustee shall not be responsible in any manner for or in respect of
the validity or sufficiency of this Supplemental Indenture, or for or in respect
of the recitals contained herein, all of which recitals are made by the Company
and the Guarantor.


                            [SIGNATURE PAGE FOLLOWS]






                                       8
<PAGE>





         IN WITNESS WHEREOF, the parties hereto have cause this Supplemental
Indenture No. 2 to be duly executed as of the first day and year first written
above.


                              NABORS INDUSTRIES, INC.

                              By:  /s/ Anthony G. Petrello
                                     Anthony G. Petrello
                                     President and Chief Operating Officer




                              NABORS INDUSTRIES LTD.

                              By:  /s/ Bruce P. Koch
                                     Bruce P. Koch
                                     Vice President - Finance




                              WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION,
                              Trustee

                              By:  /s/ Michael T. Lechner
                                     Name: Michael T. Lechner
                                     Title: Assistant Vice President




                                       9





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>7
<FILENAME>h98563exv10w1.txt
<DESCRIPTION>1ST AMEND. TO EMP. AGMT. - EUGENE M. ISENBERG
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1



                     FIRST AMENDMENT TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of June 24, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Eugene M. Isenberg (the "Executive" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Executive have entered into an
Employment Agreement last amended effective as of October 1, 1996 (the
"Employment Agreement");

         WHEREAS, Nabors Delaware, Nabors Bermuda, Nabors US Holding Inc. and
Nabors Acquisition Corp. VII have entered into an Agreement and Plan of Merger
dated as of January 2, 2002 (the "Merger Agreement"), pursuant to which Nabors
Delaware will become an indirect wholly-owned subsidiary of Nabors Bermuda (the
"Inversion");

         WHEREAS, the Employment Agreement makes certain provisions in respect
of a "Change in Control" of Nabors Delaware (as defined in the Employment
Agreement);

         WHEREAS, because of the risk that the definition of "Change in Control"
in the Employment Agreement could be read to include the Inversion;

         WHEREAS, pursuant to Section 25 of the Employment Agreement, Nabors
Delaware and the Executive may amend the Employment Agreement by writing signed
by the Executive and an authorized officer of Nabors Delaware, and either Nabors
Delaware or the Executive may waive any condition or provision contained in the
Employment Agreement by writing signed by the Executive or an authorized officer
of Nabors Delaware, as the case may be;

         WHEREAS, the Parties wish to provide that the Inversion shall not be
treated as a "Change in Control" within the meaning of the Employment Agreement;
and

         WHEREAS, the Parties wish to provide that, effective as of the
consummation of the Inversion, Nabors Delaware shall continue to employ the
Executive on the terms and subject to the conditions of the Employment
Agreement, as amended in accordance herewith, and to provide that Nabors Bermuda
shall become a party to the Employment Agreement for the purpose of facilitating
and further ensuring the performance of the obligations of Nabors Delaware under
the Employment Agreement as amended in accordance herewith.

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended by adding a
new Section 34 immediately following Section 33 thereof to read in its entirety
as follows, effective as of the consummation of the Inversion:

                  "34. Reincorporation in Bermuda.

                  (a) Background. On January 2, 2002, Nabors Industries, Inc.
         (for purposes of this Section 34, "Nabors Delaware"), Nabors Industries
         Ltd. ("Nabors Bermuda"), Nabors US Holding Inc. and Nabors Acquisition
         Corp. VII entered into an Agreement and Plan





<PAGE>

         of Merger (the "Merger Agreement"), pursuant to which Nabors Delaware
         will become an indirect wholly-owned subsidiary of Nabors Bermuda (the
         "Inversion"). The purpose of this Section 34 is to provide special
         rules that shall apply under this Agreement upon and after the
         consummation of the Inversion. No provision in this Section 34 shall
         become effective unless and until the Inversion is consummated.

                  (b) Change in Control. Neither the Inversion nor any of the
         other transactions contemplated by the Merger Agreement shall be
         treated as a Change in Control for purposes of this Agreement. Upon and
         after the Inversion, whether a Change in Control has occurred will be
         determined by reference to Nabors Bermuda and not Nabors Delaware.

                  (c) References to the Company. Except as otherwise provided
         below in this subsection (c) or as manifestly required under the terms
         of the Agreement in light of the nature and purposes of the Inversion,
         upon and after the Inversion, references in the Agreement to the
         "Company" shall continue to refer to Nabors Delaware (and its
         successors and assigns permitted under the Agreement):

                           (i) References to a "Party" or the "Parties" shall
                  mean each of the Executive, Nabors Bermuda and Nabors
                  Delaware, and references to "both Parties" or "either Party"
                  and the like shall be deemed a reference to any of the
                  Executive, Nabors Bermuda and Nabors Delaware.

                           (ii) The term "Board" as defined in Section 1(f)
                  shall continue to mean the Board of Directors of Nabors
                  Delaware, except that the term shall mean the Board of
                  Directors of Nabors Bermuda for purposes of determining
                  whether there has been a "Change in Control" as defined in
                  Section 1(i) and for such other purposes described in this
                  subsection (c).

                           (iii) The term "Company" shall mean Nabors Bermuda
                  for purposes of determining whether a Change in Control has
                  occurred as defined in Section 1(i), and for purposes of
                  Section 1(i)(vi), the term "Effective Date of this Agreement"
                  shall mean the date on which the Inversion occurs.

                           (iv) For purposes of determining whether there has
                  been a "Constructive Termination Without Cause" of the
                  Executive's employment as described in Section 1(l), the
                  following special rules shall apply:

                                    (A) For purposes of Sections 1(l)(iii),
                           1(l)(vi) and 1(l)(viii), "Company" shall be deemed to
                           refer to both Nabors Delaware and Nabors Bermuda.

                                    (B) Section 1(l)(vii) shall be read as
                           follows: "any act or failure to act by the Board of
                           Directors of Nabors Bermuda or Nabors Delaware which
                           would cause Executive (A) not to be reelected or to
                           be removed from the position of Chief Executive
                           Officer of either Nabors Bermuda or Nabors Delaware
                           or position of the Chairman of the Board of Directors
                           of





                                       2
<PAGE>

                           either Nabors Bermuda or Nabors Delaware, or (B) not
                           to be elected or reelected as a director by the
                           shareholders of Nabors Bermuda at any meeting held
                           for that purpose or by written ballot of shareholders
                           of Nabors Bermuda."

                           (v) The term "Company" shall mean Nabors Bermuda for
                  purposes of the definitions of "Stock" and "Trading Day" in
                  Sections 1(n) and 1(r), respectively.

                           (vi) For purposes of Section 3(a), "Company" shall be
                  deemed to refer to both Nabors Delaware and Nabors Bermuda,
                  and "Board of Directors" shall refer to the Board of Directors
                  of both Nabors Bermuda and Nabors Delaware. Notwithstanding
                  the foregoing, the Executive shall report exclusively to the
                  Board of Directors of Nabors Bermuda and not to the Board of
                  Directors of Nabors Delaware.

                           (vii) For purposes of Section 4, the reference to the
                  "Board" shall be a reference to the Board of Directors of
                  Nabors Bermuda.

                           (viii) The reference in Section 9(d)(v) to "Company
                  aircraft" shall be a reference to any aircraft of both Nabors
                  Bermuda and Nabors Delaware.

                           (ix) The reference in Sections 9(d)(vii) and 12(a)(v)
                  to the Chairman of the Compensation Committee shall be a
                  reference to the Chairman of the Compensation Committee of the
                  Board of Directors of Nabors Bermuda.

                           (x) For purposes of Section 13, "Company" shall be
                  deemed to refer to both Nabors Delaware and Nabors Bermuda.

                           (xi) For purposes of Sections 14 through 19, the
                  Executive shall be deemed to act in a Corporate Status when
                  acting as a director, officer or fiduciary of Nabors Bermuda,
                  and the term "Enterprise" shall be deemed to include Nabors
                  Bermuda.

                           (xii) The provisions of Section 14(d) shall apply to
                  any Proceeding brought by or in the right of either Nabors
                  Delaware or Nabors Bermuda.

                  (d) Miscellaneous.

                           (i) This Agreement, including this Section 34, shall
                  be binding upon and inure to the benefit of the successors and
                  assigns of Nabors Bermuda. No rights or obligations of Nabors
                  Bermuda under this Agreement may be assigned or transferred
                  except that such rights or obligations may be assigned or
                  transferred pursuant to a merger or consolidation in which
                  Nabors Bermuda is not the continuing entity, or the sale or
                  liquidation of all or substantially all of the assets of
                  Nabors Bermuda, provided that the assignee or transferee is
                  the successor to all or substantially all of the assets of
                  Nabors Bermuda and such assignee or transferee





                                       3
<PAGE>

                  assumes the liabilities, obligations and duties of Nabors
                  Bermuda, as contained in this Agreement, by written contract.
                  Nabors Bermuda further agrees that, in the event of a sale of
                  assets or liquidation as described in the preceding sentence,
                  it shall take whatever action it legally can in order to cause
                  such assignee or transferee to expressly assume the
                  liabilities, obligations and duties of Nabors Bermuda
                  hereunder.

                           (ii) Notwithstanding the provisions of Section 25, no
                  provision in this Agreement may be amended unless such
                  amendment is agreed to in writing and signed by the Executive
                  and an authorized officer of each of Nabors Delaware and
                  Nabors Bermuda. Any waiver of any provision of this Agreement
                  must be in writing and signed by the Executive, an authorized
                  officer of Nabors Delaware, or an authorized officer of Nabors
                  Bermuda, as the case may be.

                           (iii) Nabors Bermuda agrees to take, and agrees to
                  cause Nabors Delaware to take, any and all actions required of
                  either Nabors Bermuda or Nabors Delaware to carry out the
                  provisions of this Agreement, including this Section 34."

The Parties further agree that this Amendment may be executed in several
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

            [The remainder of this page is intentionally left blank]



                                       4
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                        NABORS INDUSTRIES, INC.


                        By:      /s/ Anthony G. Petrello
                                 --------------------------------------------
                                 Anthony G. Petrello
                                 President & Chief Operating Officer


                        NABORS INDUSTRIES LTD.


                        By:      /s/ Daniel McLachlin
                                 --------------------------------------------
                                 Daniel McLachlin
                                 Vice President


                        EUGENE M. ISENBERG


                        /s/ Eugene M. Isenberg
                        -----------------------------------------------------




                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>h98563exv10w2.txt
<DESCRIPTION>2ND AMEND. TO EMP. AGMT. - EUGENE M. ISENBERG
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of July 17, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Eugene M. Isenberg (the "Executive" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Executive entered into an Employment
Agreement effective as of October 1, 1996, that amended and restated a prior
agreement and that was amended on June 24, 2002 to include Nabors Bermuda as a
party, among other things (as so amended, the "Employment Agreement");

         WHEREAS, it is anticipated that the Executive will be allocating a
portion of his time to the business of Nabors Bermuda and will continue to
allocate the bulk of his time to his duties with respect to Nabors Delaware and
its subsidiaries; and

         WHEREAS, the parties desire to clarify the portion of the Executive's
remuneration that will be paid by Nabors Bermuda and Nabors Delaware,
respectively, and to address certain other matters;

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended as follows:

         1. Section 4 of the Employment Agreement is hereby amended in its
entirety to read as follows:

         "4.      Base Salary. The Executive shall be paid an annualized base
                  salary, payable in accordance with the regular payroll
                  practices of the Company, of $297,000. The Base Salary shall
                  be reviewed no less frequently than annually for increase in
                  the discretion of the Board and its Compensation Committee."

         2. For services in his capacity as a director of Nabors Bermuda,
Executive shall be compensated directly by Nabors Bermuda on the same terms as
the outside directors of Nabors Bermuda, as the Board of Directors of Nabors
Bermuda shall from time to time establish.

         3. The amounts payable under the Employment Agreement shall be for all
services rendered by Executive to Nabors Bermuda in his capacity as an officer
only and to Nabors Delaware in all capacities. Nabors Bermuda and Nabors
Delaware shall be responsible for allocating between themselves the compensation
payable hereunder to Executive.

         4. As amended hereby, the Employment Agreement remains in full force
and effect on the date hereof.




<PAGE>

         5. The Parties further agree that this Amendment may be executed in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                           NABORS INDUSTRIES, INC.


                           By:      /s/ Anthony G. Petrello
                                    -----------------------------------
                                    Anthony G. Petrello
                                    President


                           NABORS INDUSTRIES LTD.


                           By:      /s/ Jack Wexler
                                    -----------------------------------
                                    Jack Wexler
                                    Chairman, Compensation Committee


                           EUGENE M. ISENBERG


                           /s/ Eugene M. Isenberg
                           --------------------------------------------






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>9
<FILENAME>h98563exv10w3.txt
<DESCRIPTION>1ST AMEND. TO EMP. AGMT. - ANTHONY G. PETRELLO
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3


                     FIRST AMENDMENT TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of June 24, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Anthony G. Petrello (the "Executive" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Executive have entered into an
Employment Agreement last amended effective as of October 1, 1996 (the
"Employment Agreement");

         WHEREAS, Nabors Delaware, Nabors Bermuda, Nabors US Holding Inc. and
Nabors Acquisition Corp. VII have entered into an Agreement and Plan of Merger
dated as of January 2, 2002 (the "Merger Agreement"), pursuant to which Nabors
Delaware will become an indirect wholly-owned subsidiary of Nabors Bermuda (the
"Inversion");

         WHEREAS, the Employment Agreement makes certain provisions in respect
of a "Change in Control" of Nabors Delaware (as defined in the Employment
Agreement);

         WHEREAS, because of the risk that the definition of "Change in Control"
in the Employment Agreement could be read to include the Inversion;

         WHEREAS, pursuant to Section 25 of the Employment Agreement, Nabors
Delaware and the Executive may amend the Employment Agreement by writing signed
by the Executive and an authorized officer of Nabors Delaware, and either Nabors
Delaware or the Executive may waive any condition or provision contained in the
Employment Agreement by writing signed by the Executive or an authorized officer
of Nabors Delaware, as the case may be;

         WHEREAS, the Parties wish to provide that the Inversion shall not be
treated as a "Change in Control" within the meaning of the Employment Agreement;
and

         WHEREAS, the Parties wish to provide that, effective as of the
consummation of the Inversion, Nabors Delaware shall continue to employ the
Executive on the terms and subject to the conditions of the Employment
Agreement, as amended in accordance herewith, and to provide that Nabors Bermuda
shall become a party to the Employment Agreement for the purpose of facilitating
and further ensuring the performance of the obligations of Nabors Delaware under
the Employment Agreement as amended in accordance herewith.

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended by adding a
new Section 34 immediately following Section 33 thereof to read in its entirety
as follows, effective as of the consummation of the Inversion:

                  "34. Reincorporation in Bermuda.

                  (a) Background. On January 2, 2002, Nabors Industries, Inc.
         (for purposes of this Section 34, "Nabors Delaware"), Nabors Industries
         Ltd. ("Nabors Bermuda"), Nabors US Holding Inc. and Nabors Acquisition
         Corp. VII entered into an Agreement and Plan




<PAGE>

         of Merger (the "Merger Agreement"), pursuant to which Nabors Delaware
         will become an indirect wholly-owned subsidiary of Nabors Bermuda (the
         "Inversion"). The purpose of this Section 34 is to provide special
         rules that shall apply under this Agreement upon and after the
         consummation of the Inversion. No provision in this Section 34 shall
         become effective unless and until the Inversion is consummated.

                  (b) Change in Control. Neither the Inversion nor any of the
         other transactions contemplated by the Merger Agreement shall be
         treated as a Change in Control for purposes of this Agreement. Upon and
         after the Inversion, whether a Change in Control has occurred will be
         determined by reference to Nabors Bermuda and not Nabors Delaware.

                  (c) References to the Company. Except as otherwise provided
         below in this subsection (c) or as manifestly required under the terms
         of the Agreement in light of the nature and purposes of the Inversion,
         upon and after the Inversion, references in the Agreement to the
         "Company" shall continue to refer to Nabors Delaware (and its
         successors and assigns permitted under the Agreement):

                           (i) References to a "Party" or the "Parties" shall
                  mean each of the Executive, Nabors Bermuda and Nabors
                  Delaware, and references to "both Parties" or "either Party"
                  and the like shall be deemed a reference to any of the
                  Executive, Nabors Bermuda and Nabors Delaware.

                           (ii) The term "Board" as defined in Section 1(f)
                  shall continue to mean the Board of Directors of Nabors
                  Delaware, except that the term shall mean the Board of
                  Directors of Nabors Bermuda for purposes of determining
                  whether there has been a "Change in Control" as defined in
                  Section 1(i) and for such other purposes described in this
                  subsection (c).

                           (iii) The term "Company" shall mean Nabors Bermuda
                  for purposes of determining whether a Change in Control has
                  occurred as defined in Section 1(i), for purposes of Section
                  1(i)(vi), the term "Effective Date of this Agreement" shall
                  mean the date on which the Inversion occurs, and the
                  references in Section 1(i)(vii) to the "Chief Executive
                  Officer or the Chairman of the Board" shall be references to
                  the Chief Executive Officer or the Chairman of the Board of
                  Nabors Bermuda.

                           (iv) For purposes of determining whether there has
                  been a "Constructive Termination Without Cause" of the
                  Executive's employment as described in Section 1(l), the
                  following special rules shall apply:

                                    (A) For purposes of Sections 1(l)(iii),
                           1(l)(vi) and 1(l)(viii), "Company" shall be deemed to
                           refer to both Nabors Delaware and Nabors Bermuda.

                                    (B) Section 1(l)(vii) shall be read as
                           follows: "any act or failure to act by the Board of
                           Directors of Nabors Bermuda or Nabors Delaware which
                           would cause Executive (A) not to be reelected or to
                           be removed





                                       2
<PAGE>

                           from the position of Chief Executive Officer of
                           either Nabors Bermuda or Nabors Delaware or position
                           of the Chairman of the Board of Directors of either
                           Nabors Bermuda or Nabors Delaware, or (B) not to be
                           elected or reelected as a director by the
                           shareholders of Nabors Bermuda at any meeting held
                           for that purpose or by written ballot of shareholders
                           of Nabors Bermuda."

                           (v) The term "Company" shall mean Nabors Bermuda for
                  purposes of the definitions of "Stock" and "Trading Day" in
                  Sections 1(n) and 1(r), respectively.

                           (vi) For purposes of Section 3(a), "Company" shall be
                  deemed to refer to both Nabors Delaware and Nabors Bermuda,
                  and "Board of Directors" shall refer to the Board of Directors
                  of both Nabors Bermuda and Nabors Delaware. Notwithstanding
                  the foregoing, the Executive shall report to the Board of
                  Directors of Nabors Bermuda and not to the Board of Directors
                  of Nabors Delaware.

                           (vii) For purposes of Section 4, the reference to the
                  "Board" shall be a reference to the Board of Directors of
                  Nabors Bermuda.

                           (viii) The reference in Section 9(d)(vi) to the
                  Chairman of the Compensation Committee shall be a reference to
                  the Chairman of the Compensation Committee of the Board of
                  Directors of Nabors Bermuda.

                           (ix) The reference in Section 12(a)(v) to the Chief
                  Executive Officer shall be a reference to the Chief Executive
                  Officer of Nabors Bermuda.

                           (x) For purposes of Section 13, "Company" shall be
                  deemed to refer to both Nabors Delaware and Nabors Bermuda.

                           (xi) For purposes of Sections 14 through 19, the
                  Executive shall be deemed to act in a Corporate Status when
                  acting as a director, officer or fiduciary of Nabors Bermuda,
                  and the term "Enterprise" shall be deemed to include Nabors
                  Bermuda.

                           (xii) The provisions of Section 14(d) shall apply to
                  any Proceeding brought by or in the right of either Nabors
                  Delaware or Nabors Bermuda.

                  (d) Miscellaneous.

                           (i) This Agreement, including this Section 34, shall
                  be binding upon and inure to the benefit of the successors and
                  assigns of Nabors Bermuda. No rights or obligations of Nabors
                  Bermuda under this Agreement may be assigned or transferred
                  except that such rights or obligations may be assigned or
                  transferred pursuant to a merger or consolidation in which
                  Nabors Bermuda is not the continuing entity, or the sale or
                  liquidation of all or substantially all of the assets of
                  Nabors Bermuda, provided that the assignee or transferee is
                  the successor to all




                                       3
<PAGE>

                  or substantially all of the assets of Nabors Bermuda and such
                  assignee or transferee assumes the liabilities, obligations
                  and duties of Nabors Bermuda, as contained in this Agreement,
                  by written contract. Nabors Bermuda further agrees that, in
                  the event of a sale of assets or liquidation as described in
                  the preceding sentence, it shall take whatever action it
                  legally can in order to cause such assignee or transferee to
                  expressly assume the liabilities, obligations and duties of
                  Nabors Bermuda hereunder.

                           (ii) Notwithstanding the provisions of Section 25, no
                  provision in this Agreement may be amended unless such
                  amendment is agreed to in writing and signed by the Executive
                  and an authorized officer of each of Nabors Delaware and
                  Nabors Bermuda. Any waiver of any provision of this Agreement
                  must be in writing and signed by the Executive, an authorized
                  officer of Nabors Delaware, or an authorized officer of Nabors
                  Bermuda, as the case may be.

                           (iii) Nabors Bermuda agrees to take, and agrees to
                  cause Nabors Delaware to take, any and all actions required of
                  either Nabors Bermuda or Nabors Delaware to carry out the
                  provisions of this Agreement, including this Section 34."

The Parties further agree that this Amendment may be executed in several
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

            [The remainder of this page is intentionally left blank]



                                       4
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                            NABORS INDUSTRIES, INC.


                            By:      /s/ Eugene M. Isenberg
                                     -----------------------------------
                                     Eugene M. Isenberg
                                     Chairman & Chief Executive Officer


                            NABORS INDUSTRIES LTD.


                            By:      /s/ Daniel McLachlin
                                     -----------------------------------
                                     Daniel McLachlin
                                     Vice President


                            ANTHONY G. PETRELLO


                            /s/ Anthony G. Petrello
                            --------------------------------------------





                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>10
<FILENAME>h98563exv10w4.txt
<DESCRIPTION>2ND AMEND. TO EMP. AGMT. - ANTHONY G. PETRELLO
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4


                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of July 17, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Anthony G. Petrello (the "Executive" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Executive entered into an Employment
Agreement effective as of October 1, 1996, that amended and restated a prior
agreement and that was amended on June 24, 2002 to include Nabors Bermuda as a
party, among other things (as so amended, the "Employment Agreement");

         WHEREAS, it is anticipated that the Executive will be allocating a
portion of his time to the business of Nabors Bermuda and will continue to
allocate the bulk of his time to his duties with respect to Nabors Delaware and
its subsidiaries; and

         WHEREAS, the parties desire to clarify the portion of the Executive's
remuneration that will be paid by Nabors Bermuda and Nabors Delaware,
respectively, and to address certain other matters;

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended as follows:

         1. Section 4 of the Employment Agreement is hereby amended in its
entirety to read as follows:

         "4.      Base Salary. The Executive shall be paid an annualized base
                  salary, payable in accordance with the regular payroll
                  practices of the Company, of $247,000. The Base Salary shall
                  be reviewed no less frequently than annually for increase in
                  the discretion of the Board and its Compensation Committee."

         2. For services in his capacity as a director of Nabors Bermuda,
Executive shall be compensated directly by Nabors Bermuda on the same terms as
the outside directors of Nabors Bermuda, as the Board of Directors of Nabors
Bermuda shall from time to time establish.

         3. The amounts payable under the Employment Agreement shall be for all
services rendered by Executive to Nabors Bermuda in his capacity as an officer
only and to Nabors Delaware in all capacities. Nabors Bermuda and Nabors
Delaware shall be responsible for allocating between themselves the compensation
payable hereunder to Executive.

         4. As amended hereby, the Employment Agreement remains in full force
and effect on the date hereof.




<PAGE>

         5. The Parties further agree that this Amendment may be executed in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                        NABORS INDUSTRIES, INC.


                        By:      /s/ Bruce P. Koch
                                 -----------------------------------
                                 Bruce P. Koch
                                 Vice President-Finance


                        NABORS INDUSTRIES LTD.


                        By:      /s/ Jack Wexler
                                 -----------------------------------
                                 Jack Wexler
                                 Chairman, Compensation Committee


                        ANTHONY G. PETRELLO


                        /s/ Anthony G. Petrello
                        --------------------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>h98563exv10w5.txt
<DESCRIPTION>1ST AMEND. TO EMP. AGMT. - RICHARD A. STRATTON
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5



                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of June 24, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Richard A. Stratton (the "Employee" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Employee have entered into an
Employment Agreement effective as of October 1, 1996 (the "Employment
Agreement");

         WHEREAS, Nabors Delaware, Nabors Bermuda, Nabors US Holding Inc. and
Nabors Acquisition Corp. VII have entered into an Agreement and Plan of Merger
dated as of January 2, 2002 (the "Merger Agreement"), pursuant to which Nabors
Delaware will become an indirect wholly-owned subsidiary of Nabors Bermuda (the
"Inversion");

         WHEREAS, the Employment Agreement makes certain provisions in respect
of a "Change in Control" of Nabors Delaware (as defined in the Employment
Agreement);

         WHEREAS, because of the risk that the definition of "Change in Control"
in the Employment Agreement could be read to include the Inversion;

         WHEREAS, pursuant to Section 17(d) of the Employment Agreement, Nabors
Delaware and the Employee may amend or waive any provision of the Employment
Agreement by writing signed by the Employee and Nabors Delaware;

         WHEREAS, the Parties wish to provide that the Inversion shall not be
treated as a "Change in Control" within the meaning of the Employment Agreement;
and

         WHEREAS, the Parties wish to provide that, effective as of the
consummation of the Inversion, Nabors Delaware shall continue to employ the
Employee on the terms and subject to the conditions of the Employment Agreement,
as amended in accordance herewith, and to provide that Nabors Bermuda shall
become a party to the Employment Agreement for the purpose of facilitating and
further ensuring the performance of the obligations of Nabors Delaware under the
Employment Agreement as amended in accordance herewith.

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended by adding a
new Section 18 immediately following Section 17 thereof to read in its entirety
as follows, effective as of the consummation of the Inversion:

                  "18. Reincorporation in Bermuda.

                  (a) Background. On January 2, 2002, Nabors Industries, Inc.
         (for purposes of this Section 34, "Nabors Delaware"), Nabors Industries
         Ltd. ("Nabors Bermuda"), Nabors US Holding Inc. and Nabors Acquisition
         Corp. VII entered into an Agreement and Plan of Merger (the "Merger
         Agreement"), pursuant to which Nabors Delaware will become an indirect
         wholly-owned subsidiary of Nabors Bermuda (the "Inversion"). The
         purpose of





<PAGE>

         this Section 18 is to provide special rules that shall apply under this
         Agreement upon and after the consummation of the Inversion. No
         provision in this Section 18 shall become effective unless and until
         the Inversion is consummated.

                  (b) Change in Control. Neither the Inversion nor any of the
         other transactions contemplated by the Merger Agreement shall be
         treated as a Change in Control (as defined in Section 11(a)(i)) for
         purposes of this Agreement. Upon and after the Inversion, whether a
         Change in Control has occurred will be determined by reference to
         Nabors Bermuda and not Nabors Delaware.

                  (c) References to the Nabors Delaware. Except as otherwise
         provided below in this subsection (c) or as manifestly required under
         the terms of the Agreement in light of the nature and purposes of the
         Inversion, upon and after the Inversion, references in the Agreement to
         the "Corporation" or the "Company" shall continue to refer to Nabors
         Delaware (and its successors and assigns permitted under the
         Agreement):

                           (i) References to a "Party" or the "Parties" shall
                  mean each of the Executive, Nabors Bermuda and Nabors
                  Delaware, and references to "both Parties" or "either Party"
                  and the like shall be deemed a reference to any of the
                  Executive, Nabors Bermuda and Nabors Delaware.

                           (ii) The term "Board" as defined in Section 2 shall
                  continue to mean the Board of Directors of Nabors Delaware,
                  except that the term shall mean the Board of Directors of
                  Nabors Bermuda for purposes of determining whether there has
                  been a "Change in Control" as defined in Section 11(a)(i) and
                  for such other purposes described in this subsection (c).

                           (iii) For purposes of the penultimate paragraph of
                  Section 2, "Board" shall be deemed to refer to the Board of
                  Directors of both Nabors Bermuda and Nabors Delaware, and for
                  purposes of the final two paragraphs of Section 2,
                  "Corporation" shall be deemed to refer to both Nabors Delaware
                  and Nabors Bermuda.

                           (iv) The reference in Section 3(a) to the "Board of
                  Directors or its Compensation Committee" shall be a reference
                  to the Board of Directors or the Compensation Committee of the
                  Board of Directors of Nabors Bermuda, and the reference in
                  Section 3(b) to the "Compensation Committee" shall be a
                  reference to the Compensation Committee of the Board of
                  Directors of Nabors Bermuda.

                           (v) The reference in Section 4(a)(v)(C) to the
                  "Board" shall be a reference to the Board of Directors of both
                  Nabors Bermuda and Nabors Delaware, and the reference in
                  Section 4(a)(v)(D) shall be a reference to each of Nabors
                  Delaware, Nabors Bermuda and their subsidiaries.

                           (vi) The references to the Corporation in Section 10
                  shall be references to both Nabors Delaware and Nabors
                  Bermuda.




                                       2
<PAGE>

                           (vii) The term "Corporation" shall mean Nabors
                  Bermuda for purposes of determining whether a Change in
                  Control has occurred as defined in Section 11(a)(i), except
                  that the term "Corporation" as used in Section 11(a)(i)(A)
                  shall refer to each of Nabors Delaware, Nabors Bermuda and
                  their subsidiaries.

                           (viii) For purposes of Sections 11 through 16, the
                  Employee shall be deemed to act in a Corporate Status when
                  acting as a director, officer or fiduciary of Nabors Bermuda,
                  and the term "Enterprise" shall be deemed to include Nabors
                  Bermuda.

                           (ix) The provisions of Section 11(d) shall apply to
                  any Proceeding brought by or in the right of either Nabors
                  Delaware or Nabors Bermuda.

                  (d) Miscellaneous.

                           (i) This Agreement, including this Section 18, shall
                  be binding upon and inure to the benefit of the successors and
                  assigns of Nabors Bermuda. No rights or obligations of Nabors
                  Bermuda under this Agreement may be assigned or transferred
                  except that such rights or obligations may be assigned or
                  transferred pursuant to a merger or consolidation in which
                  Nabors Bermuda is not the continuing entity, or the sale or
                  liquidation of all or substantially all of the assets of
                  Nabors Bermuda, provided that the assignee or transferee is
                  the successor to all or substantially all of the assets of
                  Nabors Bermuda and such assignee or transferee assumes the
                  liabilities, obligations and duties of Nabors Bermuda, as
                  contained in this Agreement, by written contract. Nabors
                  Bermuda further agrees that, in the event of a sale of assets
                  or liquidation as described in the preceding sentence, it
                  shall take whatever action it legally can in order to cause
                  such assignee or transferee to expressly assume the
                  liabilities, obligations and duties of Nabors Bermuda
                  hereunder.

                           (ii) Notwithstanding the provisions of Section 17(d),
                  no provision in this Agreement may be amended unless such
                  amendment is agreed to in writing and signed by the Employee
                  and an authorized officer of each of Nabors Delaware and
                  Nabors Bermuda. Any waiver of any provision of this Agreement
                  must be in writing and signed by the Employee, an authorized
                  officer of Nabors Delaware, and an authorized officer of
                  Nabors Bermuda, as the case may be.

                           (iii) Nabors Bermuda agrees to take, and agrees to
                  cause Nabors Delaware to take, any and all actions required of
                  either Nabors Bermuda or Nabors Delaware to carry out the
                  provisions of this Agreement, including this Section 18."

The Parties further agree that this Amendment may be executed in several
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

            [The remainder of this page is intentionally left blank]



                                       3
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                            NABORS INDUSTRIES, INC.


                            By:      /s/ Anthony G. Petrello
                                     -----------------------------------
                                     Anthony G. Petrello
                                     President & Chief Operating Officer


                            NABORS INDUSTRIES LTD.


                            By:      /s/ Daniel McLachlin
                                     -----------------------------------
                                     Daniel McLachlin
                                     Vice President


                            RICHARD A. STRATTON


                            /s/ Richard A. Stratton
                            --------------------------------------------






                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>12
<FILENAME>h98563exv10w6.txt
<DESCRIPTION>2ND AMEND. TO EMP. AGMT. - RICHARD A. STRATTON
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.6



                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of July 17, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Richard A. Stratton (the "Employee" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Employee entered into an Employment
Agreement effective as of October 1, 1996, as amended on June 24, 2002 to
include Nabors Bermuda as a party, among other things (as so amended, the
"Employment Agreement");

         WHEREAS, it is anticipated that the Employee will be allocating a small
portion of his time to the business of Nabors Bermuda and will continue to
allocate the bulk of his time to his duties with respect to Nabors Delaware and
its subsidiaries; and

         WHEREAS, the parties desire to clarify the portion of the Employee's
remuneration that will be paid by Nabors Bermuda and Nabors Delaware,
respectively, and to address certain other matters;

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended as follows:

         1. Section 3(a) of the Employment Agreement is hereby amended in its
entirety to read as follows:

         "(a)     Base Salary. The Corporation shall pay the Employee a base
                  salary at the annual rate of $247,000. The Base Salary is
                  payable in accordance with the regular payroll practices of
                  the Corporation subject to review by the Board of Directors or
                  its Compensation Committee annually."

         2. For services in his capacity as a director of Nabors Bermuda,
Employee shall be compensated directly by Nabors Bermuda on the same terms as
the outside directors of Nabors Bermuda, as the Board of Directors of Nabors
Bermuda shall from time to time establish.

         3. The amounts payable under the Employment Agreement shall be for all
services rendered by Employee to Nabors Bermuda in his capacity as an officer
only and to Nabors Delaware in all capacities. Nabors Bermuda and Nabors
Delaware shall be responsible for allocating between themselves the compensation
payable hereunder to Employee.

         4. As amended hereby, the Employment Agreement remains in full force
and effect on the date hereof.

         5. The Parties further agree that this Amendment may be executed in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.




<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                     NABORS INDUSTRIES, INC.


                     By:      /s/ Anthony G. Petrello
                              --------------------------------------------
                              Anthony G. Petrello
                              President


                     NABORS INDUSTRIES LTD.


                     By:      /s/ Jack Wexler
                              --------------------------------------------
                              Jack Wexler
                              Chairman, Compensation Committee


                     RICHARD A. STRATTON


                     /s/ Richard A. Stratton
                     -----------------------------------------------------






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.1
<SEQUENCE>13
<FILENAME>h98563exv15w1.txt
<DESCRIPTION>AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
                                                                    Exhibit 15.1

August 14, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our report dated July 17, 2002, except for Note 11, as to
which the date is August 13, 2002, on our review of the interim consolidated
financial information of Nabors Industries Ltd. and its subsidiaries (the
"Company") as of and for the period ended June 30, 2002, and included in the
Company's quarterly report on Form 10-Q for the quarter then ended, is
incorporated by reference in the Company's registration statements on Form S-8
(Registration Numbers 333-76099-99, 333-96699, 333-92483-99, 333-91829-99,
333-91743-99, 333-87069-99, 333-86289-99, 333-76077-99, 333-45446-99 and
333-11313-99), on Form S-3 (Registration Numbers 333-81137, 333-44532,
333-59844, 333-91296-01 and 333-85228-99) and on Form S-4 (Registration Numbers
333-76198, 333-84781 and 333-72397).

Very truly yours,



PricewaterhouseCoopers LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>14
<FILENAME>h98563exv99w1.txt
<DESCRIPTION>CORPORATE GOVERANCE PRINCIPLES
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1


                             NABORS INDUSTRIES LTD.
                         CORPORATE GOVERNANCE PRINCIPLES

         Our management and board of directors remain committed to conducting
business consistent with good corporate governance practice. In 2002, our board
of directors established a nominating and governance committee whose members
currently are James L. Payne, who acts as Chairperson, Jack Wexler, Myron M.
Sheinfeld, Martin J. Whitman and Hans Schmidt. All of our committee members are
required to be independent directors, as provided in these guidelines.

         The nominating and governance committee directed the preparation of
these corporate governance principles and the board of directors adopted them on
July 17, 2002. The guidelines will be published in order to inform shareholders
of the board's current thinking with respect to selected corporate governance
issues. The committee and the board will continue to assess the appropriateness
and effectiveness of these guidelines, and it is likely that changes to these
guidelines will be considered from time to time. Compliance with the Corporate
Governance Guidelines shall be reviewed annually in connection with the
preparation of Nabors' proxy statement and each director will be asked to
confirm his or her compliance with the guidelines.

BOARD MISSION & OBJECTIVES

         Mission Statement

         Nabors' primary objective is to maximize long-term shareholder value
while adhering to the laws of the jurisdictions in which it operates and at all
times observing the highest ethical standards.

         Corporate Authority & Responsibility

         All corporate authority resides in the board of directors as the
representative of the shareholders. Authority is delegated to management by the
board in order to implement the company's mission. Such delegated authority
includes the authorization of spending limits and the authority to hire
employees and terminate their services. The board retains responsibility to
recommend candidates to the shareholders for election to the board of directors.
The board retains responsibility for selection and evaluation of the Chief
Executive Officer ("CEO"), oversight of the succession plan, determination of
senior management compensation, approval of the annual budget and assurance of
adequate systems, procedures and controls. Additionally, the board provides
advice and counsel to senior management.

DIRECTORS

         Board Membership Criteria

         The nominating and governance committee is responsible for reviewing
with the board, on an annual basis, the appropriate skills and characteristics
required of board members in the



<PAGE>

context of the current make-up of the board. This assessment should include
issues of judgment, diversity, age, skill, international background, etc. - all
in the context of an assessment of the perceived needs of the board at that
point in time.

         Change in Professional Responsibility

         The board should consider whether a change in an individual's
professional responsibilities directly or indirectly impacts that person's
ability to fulfill directorship obligations. To facilitate the board's
consideration, all directors should submit a resignation as a matter of course
upon retirement, a change in employer, or other significant change in their
professional roles and responsibilities. If the board believes that a director
will continue to make a contribution to the organization, the continued
membership of that director may be supported.

         Former Chairman/Chief Executive Officer's Board Membership

         The board believes this is a matter to be decided in each individual
instance. It is assumed that when the Chairman or CEO resigns from that
position, he or she should submit his or her resignation from the board at the
same time. Whether the individual continues to serve on the board is a matter
for discussion at that time with the new Chairman or CEO and the board. A former
Chairman or CEO serving on the board will not be considered an independent
director for purposes of voting on matters of corporate governance until at
least five years have elapsed from his or her resignation from that position.

         Identification and Recruitment of Board Members

         One of the tasks of the nominating and governance committee is to
identify and recruit candidates to serve on the board of directors. A list of
candidates shall be presented to the board for nominations and to the
shareholders for consideration. The committee may at its discretion seek
third-party resources to assist in the process. The CEO will be included in the
process on a non-voting basis. The nominating and governance committee will make
the final recommendation to the board. The invitation to join the board should
be extended by the board itself via the Chairman and CEO of the Company,
together with an independent director, when appropriate.

         The nominating and governance committee has been charged with the task
of identifying and recommending to the board an independent director nominee at
or prior to the 2003 annual general meeting of shareholders.

         Independent Directors

         At least a majority of the board of directors shall be independent. An
independent director is defined as a director who:

          o    has not been employed by the company in an executive capacity or
               by the company's independent auditor within the last five years;


                                       2
<PAGE>

          o    is not affiliated with a company that is an adviser, or
               consultant to the company or a member of the company's senior
               management;

          o    is not affiliated with a significant customer or supplier of the
               company (that is, a customer that accounts for in excess of 5% of
               the company's revenues or a supplier that receives more than 5%
               of its revenues from the company);

          o    has no personal services contract(s) with the company or a member
               of the company's senior management;

          o    is not affiliated with a not-for-profit entity that receives
               significant contributions from the company;

          o    within the last five years, has not had any business relationship
               with the company (other than service as a director) for which the
               company has been required to make disclosure under Regulation S-K
               of the Securities and Exchange Commission as currently effect;

          o    is not employed by a public company at which an executive officer
               of the company serves as a director;

          o    has not had any of the relationships described above with any
               affiliate of the company, and

          o    has not been a member of the immediate family of any person
               described above for the last five years.

         The nominating and governance committee shall annually review and make
a determination of the independence of each director.

         Outside Directorships

         The CEO and senior management of Nabors should limit outside
directorships to one or two. Non-employee directors are encouraged to limit the
number of other boards (excluding non-profit) on which they serve, taking into
account potential board attendance, participation and effectiveness on these
boards. All directors should advise the Chairmen of the board and of the
nominating and governance committee in advance of accepting an invitation to
serve on another board.

         Directors are expected to attend all board and committee meetings in
person. Directors shall be prepared by reviewing in advance all materials and be
present at the meeting in person until its adjournment.

         Compensation of Directors

         In order to align the interests of directors and shareholders,
directors will be compensated in the form of cash and company equity only, with
equity constituting a substantial portion of the total up to 100%.



                                       3
<PAGE>

         Direct Investment in the Company Stock by Directors

         Since a significant ownership stake leads to a stronger alignment of
interests between directors and stockholders, on or prior to October 17, 2003,
each current director is required to personally invest in company stock having a
fair market value at the time of acquisition of at least $100,000. Persons who
become directors after April 2002 shall be required to personally invest in
company stock having a fair market value at the time of acquisition of at least
$100,000 within 3 years of joining the board. Exceptions to this requirement may
only be made by the board under compelling mitigating circumstances.

         Service Limitations of Directors

         The board does not believe it should establish term limits. While term
limits could help insure that there are fresh ideas and viewpoints available to
the board, they hold the disadvantage of losing the contribution of directors
who have been able to develop, over a period of time, increasing insight into
the company and its operations and, therefore, provide an increasing
contribution to the board as a whole.

         As an alternative to term limits, the nominating and governance
committee, in conjunction with the CEO, will formally review each director's
continuation on the board every five years. This will also allow each director
the opportunity to conveniently confirm his or her desire to continue as a
member of the board.

         Future board members may not stand for reelection after age 72, but
need not resign until the end of his or her term. The directors of the company
in office at April 2002 may continue to serve regardless of their age.

BOARD ORGANIZATION

         Board Size

         The bye-laws provide that the board shall be comprised of between five
and eighteen members. The board in recent years has averaged eight members. In
April 2002, the board committed to adding another independent member by the 2003
annual general meeting of shareholders. From time to time the board will conduct
a review and make a determination as to the appropriate size of the board in
light of then current circumstances.



                                       4
<PAGE>

         Committee Structure

         It is the general policy of the company that all major decisions will
be considered by the board as a whole or by the executive committee and
subsequently reported to the board. As a consequence, the committee structure of
the board is limited to those committees considered to be basic to or required
for the operation of the company as a publicly owned entity. Standing committees
shall include executive, audit, compensation, technical and safety and
nominating and governance. The audit, compensation and nominating and governance
committees shall be composed solely of independent directors. The board may form
other committees as it determines appropriate.

         Selection of Chairman and CEO

         The board believes that, at the present time, the company is best
served by unifying the positions of Chairman and CEO. This structure provides a
single leader with a single vision for the company and results in a more
effective organization. However, the board should be free to make this choice
any way that seems best for the company at a given point in time. Therefore, the
board does not have a policy, one way or the other, on whether or not the role
of the Chairman and CEO should be separate or combined and, if it is to be
separate, whether the Chairman should be selected from the independent directors
or be an employee.

BOARD OPERATIONS

         Board Access to Senior Management

         Board members have full access to senior management and to information
about the company's operations. It is assumed that board members will use
judgment to be sure that this contact is not distracting to the business
operation of the company and that such contact, if in writing, be copied to the
Chairman or CEO, as appropriate. Except in unusual circumstances, the CEO should
be advised of significant contacts with senior management.

         Furthermore, the board encourages the management to, from time to time,
bring managers into board meetings who: (a) can provide additional insight into
the items being discussed because of personal involvement in these areas and/or
(b) are managers with future potential that the senior management believes
should be given exposure to the board.

         Board Ability to Retain Advisors

         The board shall retain advisors as it believes to be appropriate. If
management is retaining advisors to assist the board, such decision must be
ratified by the board. Committee Chairman also may retain outside advisors as
needed to perform their function, such decision to be ratified by the board.
Individual directors should not retain their own advisors except in exceptional
circumstances, with the consent of the board.



                                       5
<PAGE>
         Material in Advance of Meetings

         The board must be given sufficient information to fully exercise its
governance functions. This information comes from a variety of sources,
including management reports, a comparison of performance to plans, security
analysts' reports, articles in various business publications, etc. Generally,
board members will receive information prior to board meetings so they will have
an opportunity to reflect properly on the items to be considered at the meeting.

         The board will ensure that adequate time is provided for full
discussion of important items and that management presentations are scheduled in
a manner that permits a substantial proportion of board meeting time to be
available for open discussion.

         Executive Sessions

         At the request of any independent director present, time will be
allotted at the end of any regularly scheduled board meeting for an executive
session involving only the independent directors. The independent director
having the longest tenure as a director shall preside at the executive session.
The format of these meetings will include a discussion with the Chairman and the
CEO on each occasion.

         Evaluation of CEO

         The selection and evaluation of the chief executive officer and
concurrence with the CEO's selection and evaluation of the company's top
management team are among the most important functions of the board. The
performance of the CEO will be reviewed at least annually without the presence
of the CEO or other inside directors. The board should have an understanding
with the CEO with respect to criteria on which he or she will be evaluated, and
the results of the evaluation will be communicated to the CEO.

         Succession Plan

         CEO succession is a board-driven, collaborative process. Although the
current CEO has an important role to play, the board must develop its own plan
for succession while collaborating with the CEO in deciding the timing and the
necessary qualifications for making a final decision.

         There should be an annual report by the CEO to the board on succession
planning. There also should be available, on a continuing basis, the CEO's
recommendation as a successor should he or she be unexpectedly disabled.


                                       6

<PAGE>
         Outside Contacts

         The board believes that the management speaks for the company.
Individual board members, from time to time at the request of management, may
meet or otherwise communicate with various constituencies that are involved with
the company. If comments from the board are appropriate, they should, in most
circumstances, come from the Chairman; however, this does not preclude
directors, in the exercise of their fiduciary duties and subject to
confidentiality constraints, from communicating with shareholders or others.



                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>15
<FILENAME>h98563exv99w2.txt
<DESCRIPTION>CERTIFICATION OF CEO AND CFO
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Nabors Industries Ltd.
(the "Company") for the quarterly period ended June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Eugene M.
Isenberg, as Chief Executive Officer of the Company, and Bruce P. Koch, as Vice
President-Finance (the chief financial officer) of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

   /s/ Eugene M. Isenberg
------------------------------------
Name:  Eugene M. Isenberg
Title: Chief Executive Officer
Date:  August 14, 2002

   /s/ Bruce P. Koch
------------------------------------
Name:  Bruce P. Koch
Title: Vice President-Finance (Chief Financial Officer)
Date:  August 14, 2002

This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.


</TEXT>
</DOCUMENT>
</SUBMISSION>
