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                                                                    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



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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;


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          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%.



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         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.



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         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.



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         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.


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         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.



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