<SUBMISSION>
<ACCESSION-NUMBER>0000950129-02-003214
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20020625
<EFFECTIVENESS-DATE>20020625
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NABORS INDUSTRIES LTD
<CIK>0001163739
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8 POS
<ACT>33
<FILE-NUMBER>333-76099-99
<FILM-NUMBER>02686488
</FILING-VALUES>
<BUSINESS-ADDRESS>
<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
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>h97782sv8pos.txt
<DESCRIPTION>NABORS INDUSTRIES LTD. - P.E. AMEND. #1
<TEXT>
<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 2002
                                                   REGISTRATION NO. 333-76077-99
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

<TABLE>
<S>                               <C>                              <C>
            BERMUDA                            1381                          N/A
(State or other jurisdiction of    (Primary Standard Industrial     (I.R.S. Employer
organization of incorporation)     Classification Code Number)     Identification No.)
</TABLE>

<TABLE>
<S>                                             <C>
                                                            KATHERINE P. ELLIS
    C/O THE CORPORATE SECRETARY LIMITED                       GENERAL COUNSEL
              WHITE PARK HOUSE                        NABORS CORPORATE SERVICES, INC.
               WHITE PARK ROAD                        515 WEST GREENS ROAD, SUITE 1200
            BRIDGETOWN, BARBADOS                            HOUSTON, TEXAS 77067
         TELEPHONE: (246) 427-8617                       TELEPHONE: (281) 874-0035
     (Address, Including Zip Code, and           (Name, Address, Including Zip Code, and
   Telephone Number, Including Area Code,         Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)               of Agent for Service)
</TABLE>

                              PLAN WITH RESPECT TO
        OPTIONS ORIGINALLY GRANTED BY BAYARD DRILLING TECHNOLOGIES, INC.
                     AND ASSUMED BY NABORS INDUSTRIES, INC.
                            (Full title of the Plan)

================================================================================
<PAGE>
                              EXPLANATORY STATEMENT

         This post-effective amendment No. 1 to the registration statement on
Form S-8, Registration No. 333-76077 (which we refer to as this registration
statement), is being filed pursuant to Rule 414 of the Securities Act of 1933,
as amended, by Nabors Industries Ltd., a Bermuda exempted company (which we
refer to as Nabors Bermuda), which is the successor issuer to Nabors Industries,
Inc., a Delaware corporation (which we refer to as Nabors Delaware). Nabors
Bermuda became the successor issuer to Nabors Delaware following a corporate
reorganization that became effective on June 24, 2002. The reorganization was
effected through the merger of a newly formed Delaware merger subsidiary of
Nabors Bermuda with and into Nabors Delaware, with Nabors Delaware as the
surviving corporation. Pursuant to the merger, Nabors Delaware became a
wholly-owned, indirect subsidiary of Nabors Bermuda. As a result of the merger,
each share of Nabors Delaware outstanding immediately prior to the effective
time of the merger automatically converted into the right to receive a common
share of Nabors Bermuda. After completion of the merger, the shareholders of
Nabors Delaware became the shareholders of Nabors Bermuda which, together with
its subsidiaries, will continue to be engaged in the same business that Nabors
Delaware and its subsidiaries were engaged in before the merger. Pursuant to the
reorganization, common shares of Nabors Bermuda, par value $0.001 per share,
will henceforth be issuable, in lieu of common stock of Nabors Delaware, upon
exercise of options originally issued by Bayard Drilling Technologies, Inc.,
which options had been previously assumed by Nabors Delaware in its acquisition
of Bayard Drilling Technologies, Inc. under the Plan With Respect To Options
Originally Granted By Bayard Drilling Technologies, Inc. And Assumed By Nabors
Industries, Inc. Nabors Delaware will continue to maintain and sponsor such
plan.

         Nabors Bermuda expressly adopts this registration statement as its own
registration statement for all purposes under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended.


                                       2
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission are incorporated in
this document by reference:

     o   Nabors Delaware's Annual Report filed on Form 10-K for the fiscal year
         ended December 31, 2001;

     o   Nabors Delaware's Quarterly Report filed on Form 10-Q for the fiscal
         quarter ended March 31, 2002;

     o   Nabors Delaware's Current Reports on Form 8-K filed on January 3, 2002,
         January 25, 2002, April 18, 2002 and June 14, 2002; and

     o   The description of our common shares contained in the Registration
         Statement on Form S-4, filed with the Commission on January 2, 2002, as
         amended by Pre-Effective Amendment No. 1, Pre-Effective Amendment No.
         2, Pre-Effective Amendment No. 3 and Pre-Effective Amendment No. 4 to
         Form S-4, filed with the Commission on March 3, 2002, April 17, 2002,
         April 29, 2002 and May 10, 2002, respectively, and any subsequent
         amendment filed for the purpose of updating the description
         (Registration No. 333-76198).

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all of our common
shares offered hereby have been sold or which deregisters all of our common
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed incorporated by
reference in this registration statement shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this registration statement
modifies or supersedes such statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of our common shares offered hereby will
be passed upon for us by Appleby, Spurling & Kempe.

<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 98 of the Companies Act 1981 of Bermuda (which we refer to as
the Bermuda Companies Act) provides generally that a Bermuda company may
indemnify its directors and officers against any liability that by virtue of
Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from fraud or dishonesty of which such director or officer may
be guilty in relation to the company. Section 98 further provides that a Bermuda
company may indemnify its directors and officers against any liability incurred
by them in defending any proceedings, whether civil or criminal, in which a
judgment is awarded in their favor or in which they are acquitted or granted
relief by the Supreme Court of Bermuda in certain proceedings arising under
Section 281 of the Bermuda Companies Act.

         Bye-law 75 of our Amended and Restated Bye-Laws provides that we shall
indemnify our current or former directors or officers against all liabilities,
losses, damages or expenses incurred or suffered out of the actual or purported
execution or discharge of their duties or the exercise or purported exercise of
their powers as officers and directors. Such exemption from liability and
indemnity shall have effect to the fullest extent of applicable law, but shall
not extend in any matter which would render any such exemption void pursuant to
the Bermuda Companies Act. Bye-law 75 further states that subject to the Bermuda
Companies Act, expenses incurred in defending any civil action or criminal
action or proceeding, for which indemnification is required pursuant to Bye-law
75, shall be paid by us in advance of the final disposition of such action or
proceeding upon our receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified.

         Our directors and officers are also parties to indemnification and/or
employment agreements which provide for these and other indemnification rights
in accordance with Bermuda law. In addition, we have obtained an aggregate of
$50,000,000 of directors' and officers' insurance coverage.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The following are filed as exhibits to this registration statement:

<Table>
<Caption>
  EXHIBIT NO.                                      DESCRIPTION OF EXHIBIT
  -----------                                      ----------------------
<S>              <C>
+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 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 May 10, 2002)
</TABLE>


<PAGE>

<Table>
<Caption>
  EXHIBIT NO.                                      DESCRIPTION OF EXHIBIT
  -----------                                      ----------------------
<S>              <C>
5.1              Opinion of Appleby, Spurling & Kempe  regarding the legality of the securities being
                 registered

23.1             Consent of PricewaterhouseCoopers LLP

23.2             Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)

23.3             Awareness Letter of PricewaterhouseCoopers LLP to the Commission

24               Powers of Attorney (included in signature page)
</Table>
--------------------------------

+ Incorporated by reference as indicated.


ITEM 9.   UNDERTAKINGS.

         (a)     Rule 415 Offering

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement; provided, however,
                  that paragraphs (1)(i) and (ii) do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the registrant pursuant to Section 13 or Section
                  15(d) of the Exchange Act that are incorporated by reference
                  in this registration statement.

<PAGE>

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)     Filings incorporating Subsequent Exchange Act Documents
                 by Reference

                  The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to section 13(a)
         or section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (c)     Filing of Registration Statement on Form S-8

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on June 24, 2002.

                                           NABORS INDUSTRIES LTD.


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

          In accordance with the requirements of the Securities Act of 1933,
this post-effective amendment to the registration statement has been signed by
the following persons in the capacities and on the dates stated. Each person
whose signature to this post-effective amendment to the registration statement
appears below hereby appoints Anthony G. Petrello or Bruce P. Koch as his
attorney-in-fact to sign on his behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this post-effective amendment to the registration statement which amendment
or amendments or registration statement may make such changes and additions as
such attorney-in-fact may deem necessary or appropriate.

<Table>
<Caption>
                        SIGNATURE                                       TITLE                        DATE
                        ---------                                       -----                        ----
<S>                                                        <C>                               <C>
               /s/ EUGENE M. ISENBERG                      Chairman and Chief Executive      June 24, 2002
    ------------------------------------------------       Officer
                   Eugene M. Isenberg

               /s/ ANTHONY G. PETRELLO                     President, Chief Operating        June 24, 2002
    ------------------------------------------------       Officer and Director
                   Anthony G. Petrello

               /s/ RICHARD A. STRATTON                     Vice Chairman and Director        June 24, 2002
    ------------------------------------------------
                   Richard A. Stratton

                  /s/ BRUCE P. KOCH                        Vice President - Finance          June 24, 2002
    ------------------------------------------------       (Principal Financial and
                      Bruce P. Koch                        Accounting Officer)

                 /s/ JAMES L. PAYNE                        Director                          June 24, 2002
    ------------------------------------------------
                     James L. Payne

                  /s/ HANS SCHMIDT                         Director                          June 24, 2002
    ------------------------------------------------
                      Hans Schmidt

               /s/ MYRON M. SHEINFELD                      Director                          June 24, 2002
   ------------------------------------------------
                   Myron M. Sheinfeld

                   /s/ JACK WEXLER                         Director                          June 24, 2002
    ------------------------------------------------
                       Jack Wexler

                /s/ MARTIN J. WHITMAN                      Director                          June 24, 2002
    ------------------------------------------------
                    Martin J. Whitman
</Table>


<PAGE>

                                  EXHIBIT INDEX

<Table>
<Caption>
  EXHIBIT NO.                                      DESCRIPTION OF EXHIBIT
  -----------                                      ----------------------
<S>              <C>
+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 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 May 10, 2002)

5.1              Opinion of Appleby, Spurling & Kempe  regarding the legality of the securities being
                 registered

23.1             Consent of PricewaterhouseCoopers LLP

23.2             Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)

23.3             Awareness Letter of PricewaterhouseCoopers LLP to the Commission

24               Powers of Attorney (included in signature page)

</Table>
--------------------------------

+ Incorporated by reference as indicated.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>h97782exv5w1.txt
<DESCRIPTION>OPINION OF APPLEBY, SPURLING & KEMPE
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1


                     [Letterhead of Appleby Spurling & Kemp]

                                                                    24 June 2002

Nabors Industries Ltd.
c/o The Corporate Secretary Limited
Whitepark House
White Park Road
Bridgetown, Barbados

Dear Sirs

NABORS INDUSTRIES LTD. (THE "COMPANY")

We have acted as legal counsel in Bermuda to the Company in connection with the
filing by the Company with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, of a registration statement on Form S-8 No.
333-76077-99 (the "Registration Statement") in relation to a total of 109,624
Common Shares of the Company of par value US$0.001 each (the "Common Shares")
which may be issued upon the exercise of options to acquire Common Shares
granted or to be granted under the Plan With Respect To Options Originally
Granted By Bayard Drilling Technologies, Inc. And Assumed By Nabors Industries,
Inc. (the "Plan"), which options were originally granted by Bayard Drilling
Technologies, Inc. and previously assumed by the Nabors Industries, Inc. under
the Plan.

For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents") together with such other documentation, as we have considered
requisite to this opinion. Unless otherwise defined herein, capitalized terms
have the meanings assigned to them in the Registration Statement.

ASSUMPTIONS

In stating our opinion we have assumed:-

(a)  the authenticity, accuracy and completeness of all Documents submitted to
     us, and such other documents examined by us, as originals, and the
     conformity to authentic original Documents of all Documents submitted to
     us, and such other documents examined by us, as certified, conformed,
     notarised, faxed or photostatic copies;

(b)  that each of the Documents and other such documentation which was received
     by electronic means is complete, intact and in conformity with the
     transmission as sent;


<PAGE>
                                       2

(c)  the genuineness of all signatures on the Documents;

(d)  the authority, capacity and power of each of the persons signing the
     Documents (other than the Company);

(e)  that any representation, warranty or statement of fact or law, other than
     as to the laws of Bermuda, made in any of the Documents is true, accurate
     and complete;

(f)  that there are no provisions of the laws or regulations of any jurisdiction
     other than Bermuda which would be contravened by the execution or delivery
     of the Plan or which would have any implication in relation to the opinion
     expressed herein and that, in so far as any obligation under, or action to
     be taken under, the Plan is required to be performed or taken in any
     jurisdiction outside Bermuda such action or obligation will not be illegal
     by virtue of the laws of that jurisdiction;

(g)  that the Plan is in the proper legal form to be admissible in evidence and
     enforced in the courts of the State of Delaware and in accordance with the
     laws of the State of Delaware;

(h)  that any award issued under the Plan (the "Awards") will constitute the
     legal, valid and binding obligation of the recipient;

(i)  that each of the Company or any other party to the Plan is not carrying on
     investment business in or from within Bermuda under the provisions of the
     Investment Business Act 1998 as amended from time to time;

(j)  that the records which were the subject of the Company Search were complete
     and accurate at the time of such search and disclosed all information which
     is material for the purposes of this opinion and such information has not
     since the date of the Company Search been materially altered;

(k)  that the records which were the subject of the Litigation Search were
     complete and accurate at the time of such search and disclosed all
     information which is material for the purposes of this opinion and such
     information has not since the date of the Litigation Search been materially
     altered;

(l)  that the Resolutions are in full force and effect, have not been rescinded,
     either in whole or in part, and there is no matter affecting the authority
     of the Directors to effect entry by the Company into the Plan, or to
     perform their obligations under the Registration Statement not disclosed by
     the Constitutional Documents or the Resolutions, which would have any
     adverse implication in relation to the opinions expressed herein;


<PAGE>
                                       3

(m)  that each Director of the Company, when the Board of Directors adopted the
     Resolutions (which are the Directors' resolutions), discharged his
     fiduciary duty owed to the Company and acted honestly in good faith with a
     view to the best interests of the Company;

(n)  that each transaction to be entered into pursuant to the Plan is entered
     into in good faith with a view to the best interests of the Company;

(o)  that the Plan constitutes legal, valid and binding obligations of the
     parties thereto, enforceable in accordance with its terms under the laws of
     the State of Delaware by which it is expressed to be governed and that the
     Company has entered into its obligations under the Plan in good faith for
     the purpose of carrying on its business and that, at the time it did so,
     there were reasonable grounds for believing that the transactions
     contemplated by the Plan would benefit the Company;

(p)  that the Plan constitutes the legal, valid and binding obligations of the
     parties thereto, other than the Company, under the laws of their
     jurisdiction of incorporation or jurisdiction of formation;

(q)  that the Plan has been validly authorised, executed and delivered by each
     of the parties thereto, other than the Company, and the performance thereof
     is within the capacity and power of each such party thereto and that each
     such party to which the Company purportedly delivered the Plan has actually
     received and accepted delivery of the Plan;

(r)  that, at the time of issue by the Compensation Committee (the "Committee")
     of any Award under the Plan or of Common Shares pursuant to such Awards,
     the Committee has been duly constituted and remains a duly constituted
     committee of the Board of Directors of the Company having the necessary
     powers and authority to issue Awards and any Common Shares pursuant to the
     Plan;

(s)  that the approval of the issue of any Awards under the Plan are duly made
     at a duly convened and quorate meeting of the Committee in a manner
     complying with the terms of its constitution then in force within the
     authority then given to the Committee by the Board of Directors of the
     Company; and

(t)  that the issue price of the Common Shares issued pursuant to Awards issued
     under the Plan will not be less than the par value of such shares and the
     Company will have sufficient authorised share capital to effect the issue
     of such shares and will continue to hold the necessary consent of the
     Bermuda Monetary Authority.


<PAGE>
                                       4

OPINION

Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:-

(1)  The Company is an exempted company incorporated with limited liability and
     existing under the laws of Bermuda. The Company possesses the capacity to
     sue and be sued in its own name and is in good standing under the laws of
     Bermuda.

(2)  The Company has taken all necessary corporate action to authorise the
     delivery of the Registration Statement and the registration of the Shares
     pursuant to the Registration Statement.

(3)  The Company has taken all necessary corporate action to authorise the Plan
     and the issuance of the Common Shares.

(4)  When issued in accordance with the Resolutions and the Plan, the Common
     Shares will be duly and validly issued, fully paid, non-assessable shares
     of the Company.

(5)  The issue by the Company of the Shares will not violate:-

     (a)  any provision of any applicable law of Bermuda, nor, as far as can be
          ascertained from public record, any regulation or order of any
          governmental, judicial or public body or authority of or in Bermuda;

     (b)  the Memorandum of Association or Bye-laws of the Company.

(6)  Based solely upon the Company Search and the Litigation Search:

     (i)  no litigation, arbitration or administrative or other proceeding of or
          before any arbitrator or governmental authority of Bermuda is pending
          against or affecting the Company or against or affecting any of its
          properties, rights, revenues or assets; and

     (ii) no notice to the Registrar of Companies of the passing of a resolution
          of members or creditors to wind up or the appointment of a liquidator
          or receiver has been given. No petition to wind up the Company or
          application to reorganise its affairs pursuant to a Scheme of
          Arrangement or application for the appointment of a receiver has been
          filed with the Supreme Court.


<PAGE>
                                       5

(7)  The Company has received an assurance from the Ministry of Finance granting
     an exemption, until 28 March 2016, from the imposition of tax under any
     applicable Bermuda law computed on profits or income or computed on any
     capital asset, gain or appreciation, or any tax in the nature of estate
     duty or inheritance tax, provided that such exemption shall not prevent the
     application of any such tax or duty to such persons as are ordinarily
     resident in Bermuda and shall not prevent the application of any tax
     payable in accordance with the provisions of the Land Tax Act 1967 or
     otherwise payable in relation to land in Bermuda leased to the Company.
     There are, subject as otherwise provided in this opinion, no Bermuda taxes,
     stamp or documentary taxes, duties or similar charges now due, or which
     could in the future become due, in connection with the delivery,
     performance of the Plan or the transactions contemplated thereby and the
     Company is not required by any Bermuda law or regulation to make any
     deductions or withholdings in Bermuda from any payment it may make
     thereunder.

RESERVATIONS

We have the following reservations:-

(a)  The term "enforceable" as used in this opinion means that there is a way of
     ensuring that each party performs an agreement or that there are remedies
     available for breach.

(b)  We express no opinion as to the availability of equitable remedies such as
     specific performance or injunctive relief, or as to any matters, which are
     within the discretion of the courts of Bermuda in respect of any
     obligations of the Company as set out in the Plan. In particular, we
     express no opinion as to the enforceability of any present or future waiver
     of any provision of law (whether substantive or procedural) or of any right
     or remedy which might otherwise be available presently or in the future
     under the Plan.

(c)  Enforcement of the obligations of the Company under the Plan may be limited
     or affected by applicable laws from time to time in effect relating to
     bankruptcy, insolvency or liquidation or any other laws or other legal
     procedures affecting generally the enforcement of creditors' rights.

(d)  Enforcement of the obligations of the Company may be the subject of a
     statutory limitation of the time within which such proceedings may be
     brought.

(e)  We express no opinion as to any law other than Bermuda law and none of the
     opinions expressed herein relates to compliance with or matters governed by
     the laws of any jurisdiction except Bermuda. This opinion is limited to
     Bermuda law as applied by the Courts of Bermuda at the date hereof.


<PAGE>
                                       6

(f)  Where an obligation is to be performed in a jurisdiction other than
     Bermuda, the courts of Bermuda may refuse to enforce it to the extent that
     such performance would be illegal under the laws of, or contrary to public
     policy of, such other jurisdiction.

(g)  Where a person is vested with a discretion or may determine a matter in his
     or its opinion, such discretion may have to be exercised reasonably or such
     an opinion may have to be based on reasonable grounds.

(h)  A Bermuda court may refuse to give effect to any provisions of the Plan in
     respect of costs of unsuccessful litigation brought before the Bermuda
     court or where that court has itself made an order for costs.

(i)  Searches of the Register of Companies at the office of the Registrar of
     Companies and of the Supreme Court Causes Book at the Registry of the
     Supreme Court are not conclusive and it should be noted that the Register
     of Companies and the Supreme Court Causes Book do not reveal:

     (i)   whether an application to the Supreme Court for a winding up petition
           or for the appointment of a receiver or manager has been prepared but
           not yet been presented or has been presented but does not appear in
           the Causes Book at the date and time the Search is concluded;

     (ii)  whether any arbitration or administrative proceedings are pending or
           whether any proceedings are threatened, or whether any arbitrator has
           been appointed;

     (iii) details of matters which have been lodged for filing or registration
           which as a matter of general practice of the Registrar of Companies
           would have or should have been disclosed on the public file but have
           not actually been registered or to the extent that they have been
           registered have not been disclosed or do not appear in the public
           records at the date and time the search is concluded;

     (iv)  details of matters which should have been lodged for registration but
           have not been lodged for registration at the date the search is
           concluded; or

     (v)   whether a receiver or manager has been appointed privately pursuant
           to the provisions of a debenture or other security, unless notice of
           the fact has been entered in the Register of Charges in accordance
           with the provisions of the Companies Act 1981.

     Furthermore, in the absence of a statutorily defined system for the
     registration of charges created by companies incorporated outside Bermuda
     ("overseas companies") over their assets located in Bermuda, it is not
     possible to determine


<PAGE>
                                       7

     definitively from searches of the Register of Charges maintained by the
     Registrar of Companies in respect of such overseas companies what charges
     have been registered over any of their assets located in Bermuda or whether
     any one charge has priority over any other charge over such assets.

(j)  In order to issue this opinion we have carried out the Company Search as
     referred to in the Schedule to this opinion and have not enquired as to
     whether there has been any change since the date and time such search was
     completed.

(k)  In order to issue this opinion we have carried out the Litigation Search as
     referred to in the Schedule to this opinion and have not enquired as to
     whether there has been any change since the date and time such search was
     completed.

(l)  In paragraph (1) above, the term "good standing" means that the Company has
     received a Certificate of Compliance from the Registrar of Companies.

(m)  Any reference to this opinion to being "non-assessable" shall mean, in
     relation to fully-paid shares of the Company and subject to any contrary
     provision in any agreement in writing between the Company and the holder of
     shares, that no shareholder shall be obliged to contribute further amounts
     to the capital of the Company, either in order to complete payment for
     their shares, to satisfy claims of creditors of the Company, or otherwise;
     and no shareholder shall be bound by an alteration of the Memorandum of
     Association or Bye-laws of the Company after the date on which he became a
     shareholder, if and so far as the alteration requires him to take, or
     subscribe for additional shares, or in any way increase his liability to
     contribute to the share capital of, or otherwise to pay money to the
     Company.

(n)  Bermuda law does not recognise the concept of "treasury shares" and so such
     shares will not be available to satisfy the obligations of the Company to
     issue Common Shares under the Plan.

DISCLOSURE

This opinion is addressed to you in connection with the filing with the US
Securities and Exchange Commission of the Registration Statement and is not to
be made available to, or relied on by any other person or entity, or for any
other purpose, without our prior written consent. We consent to the filing of
this opinion as an exhibit to the Registration Statement by the Company.

This opinion is addressed to you solely for your benefit and is neither to be
transmitted to any other person, nor relied upon by any other person or for any
other purpose nor quoted or referred to in any public document nor filed with
any governmental agency or person, without our prior written consent, except as
may be required by law or regulatory authority. Further, this opinion speaks as
of its date and is strictly limited to the matters stated herein and we assume
no obligation to review or update this opinion if applicable laws or the
existing facts or circumstances should change.


Yours faithfully
/s/ APPLEBY SPURLING & KEMPE


<PAGE>

                                    SCHEDULE


1.   The entries and filings shown in respect of the Company on the file of the
     Company maintained in the Register of Companies at office of the Registrar
     of Companies in Hamilton, Bermuda, as revealed by a search completed at
     11:29 a.m. on 17 June, 2002 (the "Company Search").

2.   The entries and filings shown in respect of the Company in the Supreme
     Court Causes Book maintained at the Registry of the Supreme Court in
     Hamilton, Bermuda, as revealed by a search completed at 10:41 a.m. on
     17 June, 2002 in respect of the Company (the "Litigation Search").

     (The Company Search and the Litigation Search are together referred to as
     the "Searches").

3.   An electronic copy of the Registration Statement (excluding exhibits and
     excluding the documents incorporated by reference).

4.   An electronic copy of the Plan.

5.   Certified copies of the Certificate of Incorporation, Memorandum of
     Association and Bye-laws for the Company (collectively referred to as the
     "Constitutional Documents").

6.   Certified copies of the minutes of the Board of Directors of the Company
     effective 28 December, 2001, 11 June, 2002 and 20 June, 2002 (the
     "Resolutions").

7.   A certified copy of the "Foreign Exchange Letter", dated 11 December, 2001
     and a letter of permission dated 15 April 2002, issued by the Bermuda
     Monetary Authority, Hamilton Bermuda in relation to the Company.

8.   An Officers Certificate (the "Certificate") dated June 17, 2002 and signed
     by Geraldine Harris, Assistant Secretary of the Company confirming the
     authorised and issued capital of the Company as at that date and the
     maximum number of Common Shares to be issued pursuant to the Plan.

9.   A Certificate of Compliance, dated 17 June, 2002 issued by the Ministry of
     Finance in respect of the Company.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>h97782exv23w1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 (Registration Number
333-76077) of our report dated January 23, 2002, except for Note 16, as to which
the date is March 18, 2002, relating to the financial statements, which appears
in the 2001 Annual Report to Shareholders, which is incorporated by reference in
Nabors Industries, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2001. We also consent to the incorporation by reference of our report dated
January 23, 2002 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP

Houston, Texas
June 24, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>h97782exv23w3.txt
<DESCRIPTION>AWARENESS LETTER OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.3







June 24, 2002

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

Commissioners:

We are aware that our report dated April 17, 2002, except for Notes 1 and 2, as
to which the date is April 29, 2002, on our review of the interim financial
information of Nabors Industries, Inc. (the "Company") as of and for the period
ended March 31, 2002 and included in the Company's quarterly report on Form 10-Q
for the quarter then ended is incorporated by reference in this Registration
Statement.

Very truly yours,


/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP



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