Edgar Filing: NABORS INDUSTRIES LTD

--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on January 7, 2005
Registration Nos. 333-87069-99, 333-91829-99, 333-96699, 333-11313-99
and 333-45446-99

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

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

POST-EFFECTIVE AMENDMENT

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

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

NABORS INDUSTRIES LTD.
(Exact name of Registrant as Specified in its Charter)

BERMUDA
(State or other jurisdiction of
incorporation or organization)

98-0363970
(I.R.S. Employer Identification No.)

2ND FL. INTERNATIONAL TRADING CENTRE
WARRENS
ST. MICHAEL, BARBADOS
TELEPHONE: (246) 421-9471
(Address of Principal Executive Offices)

1992 INCENTIVE STOCK PLAN
1993 KEY EMPLOYEE STOCK PLAN
1996 EMPLOYEE STOCK PLAN
1996 CHAIRMAN'S EXECUTIVE STOCK PLAN
1996 EXECUTIVE OFFICER'S INCENTIVE STOCK PLAN
1996 EXECUTIVE OFFICER'S STOCK PLAN
1997 EXECUTIVE OFFICER'S INCENTIVE STOCK PLAN
1998 EMPLOYEE STOCK PLAN
1998 CHAIRMAN'S EXECUTIVE STOCK PLAN
(Full Title of the Plans)

BRUCE M. TATEN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NABORS CORPORATE SERVICES, INC.
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
TELEPHONE: (281) 874-0035
(Name and Address of Agent for Service)
(Telephone Number, Including Area Code, of Agent for Service)

EXPLANATORY STATEMENT

This Post-Effective Amendment to Registration Statements on Form S-8
constitutes (1) Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, Registration No. 333-96699, filed July 18, 2002; (2) Post-Effective
Amendment No. 2 to Registration Statement on Form S-8, Registration No.
333-91829, filed November 30, 1999 (subsequently No. 333-91829-99); (3)
Post-Effective Amendment No. 3 to Registration Statement on Form S-8,
Registration No. 333-87069, filed September 14, 1999 (subsequently No.
333-87069-99); (4) Post-Effective Amendment No. 3 to Registration Statement on
Form S-8, Registration No. 333-45446, filed September 8, 2000 (subsequently No.
333-45446-99); and (5) Post-Effective Amendment No. 7 to Registration Statement
on Form S-8, Registration No. 333-11313, filed September 3, 1996 (subsequently
No. 333-11313-99).

This Post-Effective Amendment is being filed solely for the purpose of
updating the reoffer prospectus that forms a part of this Post-Effective
Amendment relating to the resale of control securities to be acquired by selling
shareholders. The selling shareholders will acquire the securities pursuant to
our 1992 Incentive Stock Plan, 1993 Key Employee Stock Plan, 1996 Employee Stock
Plan, 1996 Chairman's Executive Stock Plan, 1996 Executive Officer's Incentive
Stock Plan, 1996 Executive Officer's Stock Plan, 1997 Executive Officer's
Incentive Stock Plan, 1998 Employee Stock Plan and 1998 Chairman's Executive
Stock Plan. The reoffer prospectus contained herein is intended to be a combined
prospectus under Rule 429 of the Securities Act of 1933, as amended, and has
been prepared in accordance with the requirements of Part I of Form S-3 and,
pursuant to General Instruction C of Form S-8, may be used for reoffers or
resales of the shares that have been or will be acquired by the selling
shareholders.

PROSPECTUS

UP TO 18,465,327
COMMON SHARES,
PAR VALUE $0.001 PER SHARE,
OF
NABORS INDUSTRIES LTD.

This prospectus relates to an aggregate of up to 18,465,327 of our common
shares, par value $0.001 per share. These shares are held by certain persons who
may be deemed our "affiliates" as defined by Rule 405(a) of Regulation C of the
Securities Act of 1933, as amended (which we refer to as the "Securities Act").
The shares may be offered from time to time by the selling shareholders named in
this prospectus, or their transferees. See "Selling Shareholders". The selling
shareholders may sell all or a portion of their shares from time to time through
public or private transactions, directly or through brokers or otherwise, and at
prevailing market prices or privately negotiated prices. This prospectus also
relates to such additional number of our common shares as may be issued to the
selling shareholders as a result of future share adjustments, in respect of our
common shares which are covered by this prospectus.

The selling shareholders may sell the common shares covered by this
prospectus in a number of different ways and at varying prices. For additional
information on the methods of sale, you should refer to the section entitled
"Plan Of Distribution" beginning on page 10.

We will not receive any part of the proceeds from sales made under this
prospectus. All expenses of registration incurred in connection with the
offering being made by this prospectus are being borne by us, but any brokerage
commissions and other expenses incurred by a selling shareholder will be borne
by such selling shareholder.

Our common shares trade on the American Stock Exchange under the symbol
"NBR." On January 6, 2005, the closing price of our common shares on such
exchange was $47.98. Our principal executive offices are located at 2nd Fl.
International Trading Centre, Warrens, St. Michael, Barbados, and our telephone
number at that address is (246) 421-9471.

INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is January 7, 2005.

TABLE OF CONTENTS

Risk Factors............................................................ 2

Special Note Regarding Forward-Looking Statements....................... 8

The Company............................................................. 8

Corporate Information................................................... 9

Use Of Proceeds......................................................... 9

Selling Shareholders.................................................... 9

Plan Of Distribution.................................................... 10

Service Of Process And Enforcement Of Liabilities....................... 12

Where You Can Find More Information..................................... 13

Incorporation By Reference.............................................. 13

Legal Matters........................................................... 14

Independent Registered Public Accounting Firm........................... 14

Consent under the Exchange Control Act 1972 of Bermuda, as amended, and
its related regulations has been obtained from the Bermuda Monetary Authority
for the issue and transfer of our common shares to and between non-residents of
Bermuda for exchange control purposes. We will file this prospectus with the
Registrar of Companies in Bermuda in accordance with Bermuda law. In granting
such consent and in accepting this prospectus for filing, neither the Bermuda
Monetary Authority nor the Registrar of Companies in Bermuda accepts any
responsibility for our financial soundness or performance or any default of our
business, or for the correctness of any of the statements made or opinions
expressed in this prospectus or the registration statements of which this
prospectus forms a part.

RISK FACTORS

You should consider carefully the risks described below before making an
investment decision. The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently deem immaterial
also may impair our business operations.

Our business, financial condition and results of operations could be
materially adversely affected by any of these risks. The trading price of our
common shares could decline due to any of these risks, and you may lose all or
part of your investment.

This prospectus and the incorporated documents also contain
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks we face described
below and elsewhere in this prospectus.

As used in this prospectus, references to "Nabors," the "Company," "we,"
"our" and "us" refer to Nabors Industries Ltd., except where the context
otherwise requires or as otherwise indicated.

FLUCTUATIONS IN OIL AND GAS PRICES COULD ADVERSELY AFFECT DRILLING ACTIVITY AND
OUR REVENUES, CASH FLOWS AND PROFITABILITY.

Our operations are materially dependent upon the level of activity in oil
and gas exploration and production. Both short-term and long-term trends in oil
and gas prices affect the level of such activity. Oil and gas prices and,
therefore, the level of drilling, exploration and production activity can be
volatile. Worldwide military, political and economic events, including
initiatives by the Organization of Petroleum Exporting Countries, may affect
both the demand for, and the supply of, oil and gas. Weather conditions,
governmental regulation (both in the United States and elsewhere), levels of
consumer demand, the availability of pipeline capacity, and other factors beyond
our control may also affect the supply of and demand for oil and gas.
Fluctuations during the last few years in the demand and supply of oil and gas
have contributed to, and are likely to continue to contribute to, price
volatility. We believe that any prolonged reduction in oil and gas prices would
depress the level of exploration and production activity. This would likely
result in a corresponding decline in the demand for our services and could have
a material adverse effect on our revenues, cash flows and profitability. Lower
oil and gas prices could also cause our customers to seek to terminate,
renegotiate or fail to honor our drilling contracts; affect the fair market
value of our rig fleet which in turn could trigger a writedown for accounting
purposes; affect our ability to retain skilled rig personnel; and affect our
ability to obtain access to capital to finance and grow our businesses. There
can be no assurances as to the future level of demand for our services or future
conditions in the oil and gas and oilfield services industries.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY WITH EXCESS DRILLING CAPACITY, WHICH
MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

The oilfield services industry in which we operate is very competitive.
Contract drilling companies compete primarily on a regional basis, and
competition may vary significantly from region to region at any particular time.
Many drilling, workover and well-servicing rigs can be moved from one region to
another in response to changes in levels of activity and provided market
conditions warrant, which may result in an oversupply of rigs in an area. In
many markets in which we operate, the number

of rigs available for use exceeds the demand for rigs, resulting in price
competition. Most drilling and workover contracts are awarded on the basis of
competitive bids, which also results in price competition. The land drilling
market generally is more competitive than the offshore drilling market because
there are larger numbers of rigs and competitors.

Certain competitors are present in more than one of the regions in which
we operate, although no one competitor operates in all of these areas. In the
United States Lower 48 states, there are several hundred competitors with
smaller national, regional or local rig operations. In the Alaska market, we
have two principal competitors. In Canada and offshore, we compete with several
firms of varying size, many of which have more significant operations in those
areas than we do. Internationally, we compete directly with various competitors
at each location where we operate. We believe that the market for land drilling
and workover contracts will continue to be competitive for the foreseeable
future. Certain of our competitors internationally and offshore may be better
positioned in certain markets, allowing them to compete more effectively.

THE NATURE OF OUR OPERATIONS PRESENTS INHERENT RISKS OF LOSS THAT, IF NOT
INSURED OR INDEMNIFIED AGAINST, COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.

Our operations are subject to many hazards inherent in the drilling,
workover and well-servicing industries, including blowouts, cratering,
explosions, fires, loss of well control, loss of hole, damaged or lost drilling
equipment and damage or loss from inclement weather or natural disasters. Any of
these hazards could result in personal injury or death, damage to or destruction
of equipment and facilities, suspension of operations, environmental damage and
damage to the property of others. Our offshore operations are also subject to
the hazards of marine operations including capsizing, grounding, collision,
damage from heavy weather or sea conditions and unsound ocean bottom conditions.
In addition, our international operations are subject to risks of war, civil
disturbances or other political events. Generally, drilling contracts provide
for the division of responsibilities between a drilling company and its
customer, and we seek to obtain indemnification from our respective customers by
contract for certain of these risks. To the extent that we are unable to
transfer such risks to customers by contract or indemnification agreements, we
seek protection through insurance. However, there is no assurance that such
insurance or indemnification agreements will adequately protect us against
liability from all of the consequences of the hazards described above. The
occurrence of an event not fully insured or indemnified against, or the failure
of a customer or insurer to meet its indemnification or insurance obligations,
could result in substantial losses. In addition, there can be no assurance that
insurance will be available to cover any or all of these risks, or, even if
available, that it will be adequate or that insurance premiums or other costs
will not rise significantly in the future, so as to make such insurance
prohibitive. This is particularly of concern in the wake of the September 11,
2001 terrorist attacks, which adversely affected an already tightening insurance
market. It is likely that we will face continued upward pressure in our upcoming
insurance renewals, our premiums and deductibles will be higher, and certain
insurance coverage either will be unavailable or more expensive than it has been
in the past. Moreover, our insurance coverage generally provides that we assume
a portion of the risk in the form of an insurance coverage deductible. We expect
that we may choose to increase the levels of deductibles (and thus assume a
greater degree of risk) from time to time in order to minimize the effect of
insurance premium increases.

THE PROFITABILITY OF OUR INTERNATIONAL OPERATIONS COULD BE ADVERSELY AFFECTED BY
WAR, CIVIL DISTURBANCE OR POLITICAL OR ECONOMIC TURMOIL.

We derive a significant portion of business from international markets,
including major operations in Canada, the Middle East, the Far East and South
and Central America. These operations are subject to various risks, including
the risk of war, civil disturbances and governmental activities, that may limit
or disrupt markets, restrict the movement of funds or result in the deprivation
of contract rights or the taking of property without fair compensation. In
certain countries, our operations may be subject to the additional risk of
fluctuating currency values and exchange controls. In the international markets
in which we operate, we are subject to various laws and regulations that govern
the operation and taxation of our businesses and the import and export of our
equipment from country to country, the imposition, application and
interpretation of which can prove to be uncertain.

CHANGES TO OR NONCOMPLIANCE WITH GOVERNMENTAL REGULATION OR EXPOSURE TO
ENVIRONMENTAL LIABILITIES COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

The drilling of oil and gas wells is subject to various federal, state,
local and foreign laws, rules and regulations. Our cost of compliance with these
laws and regulations may be substantial. For example, federal law imposes
specific design and operational standards on rigs and platforms. Failure to
comply with these requirements could subject us to substantial civil and
criminal penalties as well as potential court injunctions. In addition, federal
law imposes a variety of regulations on "responsible parties" related to the
prevention of oil spills and liability for damages from such spills. As an owner
and operator of onshore and offshore rigs and transportation equipment, we may
be deemed to be responsible parties under federal law. In addition, our
well-servicing, workover and production services operations routinely involve
the handling of significant amounts of waste materials, some of which are
classified as hazardous substances. Our operations and facilities are subject to
numerous state and federal environmental laws, rules and regulations, including,
without limitation, laws concerning the containment and disposal of hazardous
substances, oilfield waste and other waste materials, the use of underground
storage tanks and the use of underground injection wells. We generally require
customers to contractually assume responsibility for compliance with
environmental regulations. However, we are not always successful in allocating
to customers all of these risks nor is there any assurance that the customer
will be financially able to bear those risks assumed.

We employ personnel responsible for monitoring environmental compliance
and arranging for remedial actions that may be required from time to time and
also use outside experts to advise on and assist with our environmental
compliance efforts. Costs that we incur to investigate and remediate
contaminated sites are expensed unless the remediation extends the useful lives
of assets employed at the site. Remediation costs that extend the useful lives
of the assets are capitalized and amortized over the remaining useful lives of
such assets. Liabilities are recorded when the need for environmental
assessments and/or remedial efforts become known or probable and the cost can be
reasonably estimated.

Laws protecting the environment generally have become more stringent than
in the past and are expected to continue to become more so. Violation of
environmental laws and regulations can lead to the imposition of administrative,
civil or criminal penalties, remedial operations, and in some cases injunctive
relief. Such violations could also result in liabilities for personal injuries,
property damage, and other costs and claims.

Under the Comprehensive Environmental Response, Compensation and Liability
Act, also known as CERCLA or Superfund, and related state laws and regulations,
liability can be imposed jointly on the entire group of responsible parties or
separately on any one of the responsible parties, without

regard to fault or the legality of the original conduct on certain classes of
persons that contributed to the release of a "hazardous substance" into the
environment. Under CERCLA, such persons may be liable for the costs of cleaning
up the hazardous substances that have been released into the environment and for
damages to natural resources, and it is not uncommon for the neighboring land
owners and other third parties to file claims for personal injury, property
damage and recovery of response costs allegedly caused by the hazardous
substances released into the environment. We have been notified of our possible
responsibility with respect to the cleanup of a federal national priority list
site and a state abandoned site, which were formerly operated by parties
unrelated to us as oilfield waste disposal facilities. In addition, we have been
named as a potentially responsible party with respect to the cleanup of three
other sites, which were formerly operated by various parties unrelated to us. We
believe that our respective cost to clean up each of these sites will be less
than $100,000. Although at this time information regarding our possible
responsibility with respect to cleanup of the federal national priority list
site and the state abandoned site has not been fully developed and it is not
feasible to predict such outcome with certainty, we are of the opinion that the
ultimate resolution of these matters should not have a material adverse effect
on our financial position, results of operations or cash flows.

Changes in federal and state environmental regulations may also negatively
impact oil and natural gas exploration and production companies, which in turn
could have a material adverse effect on us. For example, legislation has been
proposed from time to time in Congress which would reclassify certain oil and
natural gas production wastes as hazardous wastes, which would make the
reclassified wastes subject to more stringent handling, disposal and cleanup
requirements. If enacted, such legislation could dramatically increase operating
costs for oil and natural gas companies and could reduce the market for our
services by making many wells and/or oilfields uneconomical to operate.

The Oil Pollution Act of 1990, as amended, contains provisions specifying
responsibility for removal costs and damages resulting from discharges of oil
into navigable waters or onto the adjoining shorelines. Among other
requirements, this law requires owners and operators of vessels over 300 gross
tons to provide the United States Coast Guard with evidence of financial
responsibility to cover the costs of cleaning up oil spills from such vessels.
We believe we have provided satisfactory evidence of financial responsibility to
the United States Coast Guard for all vessels over 300 tons. In addition, the
Outer Continental Shelf Lands Act provides the federal government with broad
discretion in regulating the leasing of offshore oil and gas production sites.
Because our offshore support vessel operations rely on offshore oil and gas
exploration and production, if the government were to exercise its authority
under this law to restrict the availability of offshore oil and gas leases, such
an action could have a material adverse effect on our offshore support vessel
operations.

In October 2004, the United States Congress passed and the President
signed into law the American Jobs Creation Act of 2004. The Act did not impact
the corporate reorganization completed by us effective June 24, 2002, that made
us a foreign entity. It is possible that future changes to tax laws (including
tax treaties) could have an impact on our ability to realize the tax savings
recorded to date as well as future tax savings as a result of our corporate
reorganization, depending on any responsive action taken by us.

RECENT LEGISLATION WILL CURTAIL OUR ABILITY TO TIME CHARTER VESSELS IN UNITED
STATES COASTWISE TRADE.

Our Sea Mar operations time charter supply vessels to offshore operators,
primarily in United States waters. The vessels which operate in United States
coastwise trade are owned by one of our financing company subsidiaries, but are
operated and managed by a United States citizen-controlled

company pursuant to long-term bareboat charters. Our Sea Mar operations charter
the vessels from this United States operating company in connection with our own
offshore activities in the Gulf of Mexico and in support of other offshore
operators.

As a result of recent legislation, beginning in August 2007, Sea Mar will
no longer be able to use this arrangement to qualify vessels for employment in
the United States coastwise trade. Accordingly, we will be required to
restructure the arrangement, redeploy the vessels outside the United States, or
sell the vessels by no later than such time.

As of September 30, 2004, the net assets of Sea Mar totaled approximately
$162.3 million. During the three and nine months ended September 30, 2004, Sea
Mar had income before income taxes totaling $.7 million and $.3 million,
respectively.

AS A HOLDING COMPANY, WE DEPEND ON OUR SUBSIDIARIES TO MEET OUR FINANCIAL
OBLIGATIONS.

As a holding company, we have no significant assets other than the stock
of our respective subsidiaries. In order to meet financial needs, we rely
exclusively on repayments of interest and principal on intercompany loans made
by us to our operating subsidiaries and income from dividends and other cash
flow from such subsidiaries. There can be no assurance that our operating
subsidiaries will generate sufficient net income to pay upstream dividends or
cash flow to make payments of interest and principal to us in respect of their
intercompany loans. In addition, from time to time, our operating subsidiaries
may enter into financing arrangements which may contractually restrict or
prohibit such upstream payments to us. There may also be adverse tax
consequences associated with making dividend payments upstream.

WE DO NOT CURRENTLY INTEND TO PAY DIVIDENDS.

We have not declared or paid any cash dividends on our common shares since
1982. We do not currently intend to pay any cash dividends on our common shares.
However, we note that there have been recent positive industry trends, and
changes in tax law providing more favorable treatment to dividends. As a result,
we can give no assurance that we will not reevaluate our position on dividends
in the future.

BECAUSE OUR OPTION, WARRANT AND CONVERTIBLE SECURITIES HOLDERS HAVE A
CONSIDERABLE NUMBER OF COMMON SHARES AVAILABLE FOR ISSUANCE AND RESALE,
SIGNIFICANT ISSUANCES OR RESALES IN THE FUTURE MAY ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON SHARES.

As of December 30, 2004, there were 400,000,000 authorized Nabors' common
shares, of which 149,860,747 shares were outstanding. In addition, 32,407,667
Nabors' common shares were reserved for issuance pursuant to option and employee
benefit plans and under certain circumstances we may issue a significant number
of common shares upon repurchase or exchange of convertible debt securities. In
addition, in connection with our Enserco and Ryan acquisitions, up to 218,387
Nabors' common shares could be issuable on exchange of the shares of Nabors
Exchangeco (Canada) Inc. We also may sell up to $700 million of securities of
various types in connection with a shelf registration statement declared
effective on January 16, 2003 by the Securities and Exchange Commission (the
"Commission"). The sale, or availability for sale, of substantial amounts of
Nabors' common shares in the public market, whether directly by us or resulting
from the exercise of warrants or options (and, where applicable, sales pursuant
to Rule 144), would be dilutive to existing securityholders, could adversely
affect the prevailing market price of our common

shares and could impair our ability to raise additional capital through the sale
of equity securities. Any common shares offered by this prospectus by the
selling shareholders will be freely tradable without restriction or further
registration rights under the federal securities laws, unless purchased by our
"affiliates" as that term is defined in Rule 144, and accordingly will increase
the number of our common shares in the public market. If we issue additional
common shares, it may materially and adversely affect the price of our common
shares.

PROVISIONS OF OUR ORGANIZATIONAL DOCUMENTS MAY DETER A CHANGE OF CONTROL
TRANSACTION AND DECREASE THE LIKELIHOOD OF A SHAREHOLDER RECEIVING A CHANGE OF
CONTROL PREMIUM.

Our board of directors is divided into three classes, with each class
serving a staggered three year term. In addition, our board of directors has the
authority to issue a significant amount of common shares and up to 25,000,000
preferred shares and to determine the price, rights (including voting rights),
conversion ratios, preferences and privileges of the preferred shares, in each
case without further vote or action by the holders of the common shares.
Although we have no present plans to issue preferred shares, the classified
board and our board's ability to issue additional preferred shares may
discourage, delay or prevent changes in control of Nabors that are not supported
by our board, thereby possibly preventing certain of our shareholders from
realizing a possible premium on their shares. In addition, our Series B Zero
Coupon Senior Exchangeable Notes Due 2023 issued pursuant to an indenture dated
December 13, 2004 contain a requirement that one of our subsidiaries pay a
make-whole premium in certain circumstances upon exchange of such notes in
connection with fundamental changes we may undergo, including certain changes in
control. Such make-whole premium could have the effect of making a change in
control of Nabors more expensive.

WE AND OUR SUBSIDIARIES HAVE A SUBSTANTIAL AMOUNT OF DEBT OUTSTANDING, WHICH
COULD AFFECT OUR FINANCIAL POSITION AND PREVENT US FROM FULFILLING OUR
OBLIGATIONS.

Nabors and its subsidiaries had approximately $2.0 billion in long-term
debt outstanding at September 30, 2004, resulting in a funded debt to capital
ratio of 0.42:1 and a net funded debt to capital ratio of 0.20:1 as of September
30, 2004. The 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 shareholders' equity. The net funded debt to capital ratio
nets cash and cash equivalents and marketable and non-marketable securities
($1.3 billion as of September 30, 2004) 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. Non-marketable securities consist of investments in
overseas funds investing primarily in a variety of public and private United
States and non-United States securities (including asset-backed securities and
mortgage-backed securities, global structured asset securitizations, whole loan
mortgages, and participations in whole loans and whole loan mortgages). These
investments are classified as non-marketable because they do not have published
fair values, and are recorded at cost in our consolidated balance sheets (the
current portion is classified as non-marketable securities under current assets
and the long-term portion is included as a component of other long-term assets).

We and our subsidiaries may still be able to incur substantially more
debt. The terms of the agreements governing our and our subsidiaries'
indebtedness permit additional borrowings.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated in this prospectus by
reference contain various forward-looking statements about our markets, demand
for our products and services and our future results. Statements, such as these,
that are not historical facts are "forward-looking statements" within the
meaning of the safe harbor provisions of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended (which we refer
to as the "Exchange Act"). These forward-looking statements are based upon our
analysis of currently available competitive, financial and economic data and our
operating plans. They are inherently uncertain and investors should recognize
that events and actual results could turn out to be significantly different from
our expectations. By way of illustration, when used in this prospectus and in
the documents incorporated in this prospectus by reference, 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.

You should consider the following key factors when evaluating these
forward-looking statements:

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

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

- fluctuations in the demand for our services;

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

- the existence of operating risks inherent in the oilfield
services industry;

- the existence of regulatory and legislative uncertainties;

- the possibility of political instability, war or acts of
terrorism in any of the countries in which we do business; and

- 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, development and production
activities, could also materially affect our financial position, results of
operations and cash flows.

The above description of risks and uncertainties is by no means
all-inclusive, but is designed to highlight what we believe are important
factors to consider. For a more detailed description of risk factors, please
refer to the section of this prospectus captioned under "Risk Factors" beginning
on page 2. The forward-looking statements included in this prospectus are made
only as of the date of this prospectus and we undertake no obligation to
publicly update these forward-looking statements to reflect new information,
future events or otherwise.

THE COMPANY

We are the largest land drilling contractor in the world, with almost 600
land drilling rigs. We conduct oil, gas and geothermal land drilling operations
in the United States, lower 48 states, Alaska, Canada, South and Central
America, the Middle East, the Far East and Africa. We also are one of the
largest land well-servicing and workover contractors in the United States and
Canada. We own

approximately 700 land workover and well-servicing rigs in the United States,
primarily in the southwestern and western United States, and approximately 210
land workover and well-servicing rigs in Canada. We are a leading provider of
offshore platform workover and drilling rigs, and own 44 platform rigs, 19
jack-up units and three barge rigs in the Gulf of Mexico and multiple
international markets. These rigs provide well-servicing, workover and drilling
services. We have a 50% ownership interest in a joint venture in Saudi Arabia,
which owns 17 rigs.

To further supplement and complement our primary business, we offer a wide
range of ancillary well-site services, including engineering, transportation,
construction, maintenance, well logging, directional drilling, rig
instrumentation, data collection and other support services, in selected
domestic and international markets. Our land transportation and hauling fleet
includes approximately 240 rig and oilfield equipment hauling tractor-trailers,
cranes, loaders and light-duty vehicles. We maintain approximately 300 fluid
hauling trucks, approximately 820 fluid storage tanks, ten saltwater disposal
wells and other auxiliary equipment used in drilling, workover and
well-servicing operations in the United States. In addition, we time charter a
fleet of 31 marine transportation and supply vessels, which provide
transportation of drilling materials, supplies and crews for offshore operations
primarily in the Gulf of Mexico. We manufacture and lease or sell top drives for
a broad range of drilling applications, directional drilling systems, rig
instrumentation and data collection equipment and rig reporting software. We
have also made selective investments in oil and gas exploration, development and
production activities.

The majority of our business is conducted through our various contract
drilling operating segments, which include our drilling, workover and
well-servicing operations, on land and offshore. Our operating segments engaged
in marine transportation and supply services, drilling technology and top drive
manufacturing, directional drilling, rig instrumentation and software, and
construction and logistics operations are aggregated in a category labeled
"Other Operating Segments" for segment reporting purposes. Our limited oil and
gas exploration, development and production operations are included in a
category labeled "Oil and Gas" for segment reporting purposes.

CORPORATE INFORMATION

Nabors was formed as a Bermuda exempt company on December 11, 2001.
Through predecessors and acquired entities, Nabors has been continuously
operating in the drilling sector since the early 1900s. Our principal executive
offices are located at 2nd Fl. International Trading Centre, Warrens, St.
Michael, Barbados and our telephone number at that address is (246) 421-9471.

USE OF PROCEEDS

All of our common shares offered by this prospectus are being offered by
the selling shareholders. We will receive no part of the proceeds of any sales
made under this prospectus.

SELLING SHAREHOLDERS

Our common shares offered by this prospectus were or will be acquired by
the selling shareholders pursuant to our 1992 Incentive Stock Plan, 1993 Key
Employee Stock Plan, 1996 Employee Stock Plan, 1996 Chairman's Executive Stock
Plan, 1996 Executive Officer's Incentive Stock Plan, 1996 Executive Officer's
Stock Plan, 1997 Executive Officer's Incentive Stock Plan, 1998 Employee Stock
Plan and 1998 Chairman's Executive Stock Plan.

As of December 30, 2004, we had 149,860,747 common shares issued and
outstanding. For purposes of this table, "beneficial ownership" is determined in
accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or
group of persons is deemed to have "beneficial ownership" of any common shares
that such person has the right to acquire within 60 days. We have included in
the columns entitled "Total Shares Beneficially Owned as of December 30, 2004"
and "Shares Beneficially Owned After Offering" below, common shares underlying
fully vested stock options and any common shares underlying stock options which
vest within 60 days of December 30, 2004 (without giving effect to accelerated
vesting that might occur in certain circumstances). The column entitled "Total
Shares Offered" includes common shares underlying stock options which vest after
60 days following December 30, 2004 and such common shares are not reflected in
the column entitled "Total Shares Beneficially Owned as of December 30, 2004."

Shares Beneficially Owned
Total Shares After Offering
Beneficially Owned as Total Shares --------------------------
Name & Address (1) of December 30, 2004 Offered Number Percent
------------------ --------------------- ------------ --------- -------

Eugene M. Isenberg
Chairman, Director and Chief
Executive Officer 12,919,345(2) 12,195,079 1,674,268 1.1%

Anthony G. Petrello
Deputy Chairman, Director, 5,896,259(3) 6,270,248 101,012 *
President and Chief Operating
Officer

* Less than one percent.

(1) The address for each of these individuals is: in care of Nabors Industries
Ltd., 2nd Floor Trading Centre, Warrens, P.O. Box 905E, St. Michael
Barbados.

(2) The shares listed for Mr. Isenberg include 11,245,077 shares which
Mr. Isenberg has the right to acquire pursuant to the exercise of options
within 60 days of December 30, 2004. The shares listed for Mr. Isenberg
are held directly or indirectly through certain trusts, defined benefit
plans and individual retirement accounts of which Mr. Isenberg is a
grantor, trustee or beneficiary. Not included in the table are 386 shares
owned directly or held in trust by Mr. Isenberg's spouse.

(3) The shares listed for Mr. Petrello include 5,795,247 shares which
Mr. Petrello has the right to acquire pursuant to the exercise of options
within 60 days of December 30, 2004.

PLAN OF DISTRIBUTION

Our common shares offered by the selling shareholders or their transferees
are to be sold from time to time, in one or more transactions, in whole or in
part, pursuant to any of the methods listed in this prospectus. The selling
shareholders may sell common shares through dealers, through agents or directly
to one or more purchasers. The distribution of the shares may be effected from
time to time in one or more transactions, including the following:

- cross trades or block trades in which the broker or dealer so
engaged will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to
facilitate the transaction;

- purchases by a broker, dealer or underwriter as principal and
resale by such broker, dealer or underwriter for its own
account pursuant to this prospectus;

- "at the market" to or through market makers or into an
existing market for the shares;

- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, which may include long sales or
short sales in compliance with Section 16(c) under the
Exchange Act, effected after the effective date of the
registration statement of which this prospectus is a part;

- in other ways not involving market makers or established
trading markets, including direct sales to purchasers or sales
effected through agents;

- through transactions in options, swaps or other derivatives,
whether exchange-listed or otherwise;

- any combination of the foregoing methods; or

- by any other legally available means.

The selling shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with certain selling shareholders.
The selling shareholders may also sell the shares short and redeliver the shares
to close out such short positions. Such selling shareholders may enter into
option or other transactions with broker-dealers which require the delivery of
the shares to the broker-dealer. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus.

The selling shareholders also may loan or pledge the shares to a
broker-dealer. The broker-dealer may sell the shares so loaned, or upon a
default the broker-dealer may sell the pledged shares, pursuant to this
prospectus.

Any transaction may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The selling shareholders may effect such transactions by
selling common shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of the shares for
whom they may act as agent. The selling shareholders and any broker-dealers or
agents that participate in the distribution of shares by them might be deemed to
be underwriters, and any discounts, commissions or concessions received by any
such broker-dealers or agents might be deemed to be underwriting discounts and
commissions, under the Securities Act. The maximum commission or discount to be
received by any member of the National Association of Securities Dealers, Inc.
or independent broker-dealer will not be greater than eight percent of the
initial gross proceeds from the sale of any security being sold.

The common shares will be sold through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the common shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.

We have informed the selling shareholders that the anti-manipulative rules
contained in Regulation M under the Exchange Act may apply to their sales in the
market and have informed them of the requirement for delivery of this prospectus
in connection with any sale of our common shares offered by this prospectus. All
expenses of registration incurred in connection with the offering being made by
this prospectus are being borne by us, but any brokerage commissions and other
expenses incurred by a selling shareholder will be borne by such selling
shareholder.

Any of our common shares covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that rule rather
than pursuant to this prospectus.

Upon notification to us by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale or purchase
of our common shares, we will file a supplement to this prospectus, if required,
disclosing:

- the name of the participating broker-dealer(s),

- the number of shares involved,

- the price at which such shares were sold,

- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,

- that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, and

- other facts material to the transaction.

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

Nabors is organized under the laws of Bermuda. Nabors is a holding company
but has significant operating subsidiaries, and a substantial portion of its
assets, located outside of the United States. As a result, it may be difficult
for holders of Nabors securities to serve notice of a lawsuit on Nabors within
the United States. It may also be difficult for Nabors' security holders to
enforce, in Bermuda, judgments obtained in United States courts. Furthermore,
Nabors' Bermuda counsel, Appleby Spurling Hunter, has advised Nabors that there
is some doubt as to the enforcement in Bermuda, in original actions or in
actions for enforcement of judgments of United States courts, of liabilities
predicated upon United States federal securities laws (including civil
liabilities under such laws), although Bermuda courts will generally enforce
foreign judgments for liquidated amounts in civil matters subject to some
conditions and exceptions.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxies and information
statements and other information with the Commission. You may read and copy
materials that we have filed with the Commission at the Commission's public
reference room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

Please call the Commission at 1-800-SEC-0330 for further information on
the public reference room.

Our common shares are quoted on the American Stock Exchange under the
symbol "NBR" and our filings with the Commission can also be read at: American
Stock Exchange, 86 Trinity Place, New York, New York 10006.

Our filings with the Commission are also available to the public on the
Commission's Internet website at http://www.sec.gov. Such filings are also
available at Nabors' website at http://www.nabors.com. Website materials are not
a part of this prospectus.

We have filed registration statements on Form S-8 under the Securities Act
that include this prospectus. This prospectus does not contain all of the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, you should refer to the registration statement and its
exhibits.

Statements made in this prospectus and the documents incorporated by
reference herein as to the content of any contract, agreement or other document
are not necessarily complete and you should refer to the contracts, agreements
and other documents attached as exhibits to the registration statement or the
documents incorporated by reference herein for a more complete description of
the agreements, contracts and other documents. Each such statement is qualified
in all respects by such reference.

INCORPORATION BY REFERENCE

We incorporate by reference into this prospectus the documents listed
below and any future filings we make with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, including any filings after the date of
this prospectus. The information incorporated by reference is an important part
of this prospectus. Any statement in a document incorporated by reference into
this prospectus will be deemed to be modified or superseded to the extent a
statement contained in (1) this prospectus or (2) any other subsequently filed
prospectus that is incorporated by reference into this prospectus modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
registration statement of which this prospectus is a part.

- Our Annual Report on Form 10-K filed on March 15, 2004, for the fiscal
year ended December 31, 2003;

- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004,
filed on May 7, 2004; our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, filed on August 6, 2004; and our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2004, filed on November 4,
2004;

- Our Current Reports on Form 8-K filed on September 20, 2004, October 27,
2004, October 29, 2004 and December 17, 2004; and

- The description of our common shares contained in our Registration
Statement on Form S-4, filed 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 SEC on March 25, 2002, April 17, 2002, April 29, 2002
and May 10, 2002, respectively (Registration No. 333-76198).

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of our common shares under this prospectus shall be
deemed incorporated by reference in this prospectus and to be a part of this
prospectus from the date of filing of such documents.

We will furnish without charge to you, upon written or oral request, a
copy of any or all of the documents incorporated by reference herein, other than
exhibits to such documents that are not specifically incorporated by reference
therein. You should direct any requests for documents to Nabors at: 2nd Fl.
International Trading Centre, Warrens, St. Michael, Barbados, Attention:
Investor Relations, or by telephoning us at (246) 421-9471.

NO PERSON HAS BEEN AUTHORIZED BY US TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS. ANY INFORMATION OR
REPRESENTATION GIVEN WHICH IS NOT CONTAINED IN THIS PROSPECTUS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE UNDER THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

LEGAL MATTERS

The validity of the issuance of our common shares offered by this
prospectus was passed upon for us by Appleby Spurling Hunter.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2003
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent registered public accounting firm, as stated in their report
incorporated herein by reference.

With respect to the unaudited financial information of Nabors Industries
Ltd. for the three-month periods ended March 31, 2004 and 2003, six-month
periods ended June 30, 2004 and 2003, and nine-month periods ended September 30,
2004 and 2003 incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports dated May 7, 2004, August 4, 2004, and November
3, 2004 incorporated by reference herein, state that they did not audit and they
do not express an opinion on that unaudited financial information. Accordingly,
the degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions

of Section 11 of the Securities Act of 1933 for their report on the unaudited
financial information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

- Our Annual Report on Form 10-K filed on March 15, 2004, for the fiscal
year ended December 31, 2003;

- Our Current Reports on Form 8-K filed on September 20, 2004, October 27,
2004, October 29, 2004 and December 17, 2004; and

All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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.

Not Applicable.

II-1

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Bermuda law, a company is permitted to indemnify its directors and
officers subject to certain restrictions. Section One (1) and Section
Seventy-Five (75) of our Amended and Restated Bye-laws state:

"Officer" means a Director, Secretary, or other officer of the
Company appointed pursuant to these Bye-laws, but does not include
any person holding the office of auditor in relation to the Company;

"75. Exemption and Indemnification of Officers. Subject always to
these Bye-laws, no Officer shall be liable for the acts, receipts,
neglects or defaults of any other Officer nor shall any Officer be
liable in respect of any negligence, default or breach of duty on
his or her own part in relation to the Company or any Subsidiary, or
for any loss, misfortune or damage which may happen, in or arising
out of the actual or purported execution or discharge of his or her
duties or the exercise or purported exercise of his or her powers or
otherwise in relation to or in connection with his or her duties,
powers or office.

75.1. Subject always to these Bye-laws, every Officer shall be
indemnified and held harmless out of the funds of the Company
against all liabilities, losses, damages or expenses (including but
not limited to liabilities under contract, tort and statute or any
applicable foreign law or regulation and all legal and other costs
and expenses properly payable) incurred or suffered by the Officer
arising out of the actual or purported execution or discharge of the
Officer's duties (including, without limitation, in respect of his
or her service at the request of the Company as a director, officer,
partner, trustee, employee, agent or similar functionary of another
person) or the exercise or purported exercise of the Officer's
powers or otherwise, in relation to or in connection with the
Officer's duties, powers or office (including but not limited to
liabilities attaching to the Officer and losses arising by virtue of
any rule of law in respect of any negligence, default, breach of
duty or breach of trust of which such Officer may be guilty in
relation to the Company or any Subsidiary of the Company).

75.2. Every Officer shall be indemnified out of the funds of the
Company against all liabilities arising out of the actual or
purported execution or discharge of the Officer's duties or the
exercise or purported exercise of the Officer's powers or otherwise,
in relation to or in connection with the Officer's duties, powers or
office, incurred by such Officer in defending any proceedings,
whether civil or criminal, in which judgment is given in the
Officer's favour, or in which the Officer is acquitted, or in
connection with any application under the Companies Acts in which
relief from liability is granted to the Officer by the court.

75.3. In this Bye-law 75 (i) the term "Officer" includes, in
addition to the persons specified in the definition of that term in
Bye-law 1, the Resident Representative, a member of a committee
constituted under these Bye-laws, any person acting as an Officer or
committee member in the reasonable belief that the Officer has been
so appointed or elected, notwithstanding any defect in such
appointment or election, and any person who formerly was an Officer
or acted in any of the other capacities described in this clause (i)
and (ii) where the context so admits, references to an Officer
include the estate and

II-2

personal representatives of a deceased Officer or any such other
person.

75.4. The provisions for exemption from liability and indemnity
contained in this Bye-law shall have effect to the fullest extent
permitted by Applicable Law, but shall not extend to any matter
which would render any of them void pursuant to the Companies Acts.

75.5. To the extent that any person is entitled to claim an
indemnity pursuant to these Bye-laws in respect of an amount paid or
discharged by him or her, the relevant indemnity shall take effect
as an obligation of the Company to reimburse the person making such
payment (including advance payments of fees or other costs) or
effecting such discharge.

75.6. The rights to indemnification and reimbursement of expenses
provided by these Bye-laws shall not be deemed to be exclusive of,
and are in addition to, any other rights to which a person may be
entitled. Any repeal or amendment of this Bye-law 75 shall be
prospective only and shall not limit the rights of any Officer or
the obligation of the Company with respect to any claim arising
prior to any such repeal or amendment.

75.7. In so far as it is permissible under Applicable Law, each
Shareholder and the Company agree to waive any claim or right of
action the Shareholder or it may at any time have, whether
individually or by or in the right of the Company, against any
Officer on account of any action taken by such Officer or the
failure of such Officer to take any action in the performance of his
duties with or for the Company, provided however, that such waiver
shall not apply to any claims or rights of action arising out of the
fraud or dishonesty of such Officer or to recover any gain, personal
profit or advantage to which such Officer is not legally entitled.

75.8. Subject to the Companies Acts, expenses incurred in defending
any civil or criminal action or proceeding for which indemnification
is required pursuant to this Bye-law 75 shall be paid by the Company
in advance of the final disposition of such action or proceeding
upon 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 pursuant to
this Bye-law 75.

75.9. Each Shareholder of the Company, by virtue of its acquisition
and continued holding of a Share, shall be deemed to have
acknowledged and agreed that the advances of funds may be made by
the Company as aforesaid, and when made by the Company under this
Bye-law 75 are made to meet expenditures incurred for the purpose of
enabling such Officer to properly perform his or her duties as an
Officer."

We have entered into agreements with certain of our directors and officers
indemnifying them against expenses, settlements, judgments and fines in
connection with any threatened, pending or completed action, suit, arbitration
or proceeding where the individual's involvement is by reason of the fact that
he is or was our director or officer or served at our request as a director or
officer of another organization, except where such indemnification is not
permitted under applicable law.

II-3

In addition, we maintain insurance on behalf of our directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or executive officers or arising out of this
status.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The following are filed as exhibits to this registration statement:

EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------------------

4.1+ 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, as amended)

4.2+ 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, as
amended)

5.1* Opinion of Appleby Spurling Hunter regarding the legality of the securities being
registered

15 Awareness Letter of PricewaterhouseCoopers LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2* Consent of Appleby Spurling Hunter

24* Powers of Attorney

------------------
+ Incorporated by reference as indicated.

* Previously filed.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

II-4

(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 (a)(1)(i) and (a)(1)(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 with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

(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) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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) 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.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Nabors
Industries Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this registration statement on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in St. Michael, Barbados on January
7, 2005.

NABORS INDUSTRIES LTD.

By: /s/ Daniel McLachlin
------------------------
Name: Daniel McLachlin
Title: Vice President-
Administration &
Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Eugene M. Isenberg Chairman and Chief January 7, 2005
----------------------------------------- Executive Officer
Eugene M. Isenberg

/s/ Anthony G. Petrello Deputy Chairman, President, January 7, 2005
----------------------------------------- Chief Operating Officer and
Anthony G. Petrello Director

/s/ Bruce P. Koch Vice President and Chief January 7, 2005
----------------------------------------- Financial Officer
Bruce P. Koch

/s/ Alexander M. Knaster Director January 7, 2005
-----------------------------------------
Alexander M. Knaster
*
----------------------------------------- Director January 7, 2005
James L. Payne

*
----------------------------------------- Director January 7, 2005
Hans W. Schmidt

II-6

*
----------------------------------------- Director January 7, 2005
Myron M. Sheinfeld

*
----------------------------------------- Director January 7, 2005
Jack Wexler

*
----------------------------------------- Director January 7, 2005
Martin J. Whitman

* By power of attorney.

II-7

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ---------------------------------------------------------------------------------------

5.1* Opinion of Appleby Spurling Hunter regarding the legality of the securities being
registered

15 Awareness Letter of PricewaterhouseCoopers LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2* Consent of Appleby Spurling Hunter

24* Powers of Attorney

------------------
+ Incorporated by reference as indicated.

* Previously filed.

II-8