SecProbe.io

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November 30, 2004

Via Facsimile (202) 661-8245 and U.S. Mail

Ronald C. Barusch
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave., NW
Washington, DC 20005

Re:	Nabors Industries, Inc.
	Schedule TO-I filed November 12, 2004 by Nabors
	Industries, Inc. and Nabors Industries Ltd.
	SEC File No. 5-37622

Dear Mr. Barusch:

We have reviewed the tender offer statement referenced above and
have the following comments. All defined terms have the same
meaning as in your filing, unless otherwise indicated.

Schedule TO-I

1. The EDGAR "tag" for your filing indicates that it was filed as
an issuer tender offer. As you are aware, Nabors Industries, Inc.
and Nabors Industries Ltd. have filed this Schedule TO-I jointly
despite the fact that Nabors Industries Inc. will be the actual
issuer of the New Securities.  Under the staff`s interpretation of
Rule 13e-4, the offer being made by Nabors Industries Ltd.
Constitutes a third-party offer and a joint filing is therefore
technically inappropriate, since the disclosure requirements
applicable to third party offers differ from those applicable to
issuer tender offers. Please confirm supplementally that as to
Nabors Industries Ltd., you have provided the disclosure required
by Schedule TO as to third party offers. For example, under Item 5
of Schedule TO, confirm that you are responding as to the
requirements of Item 1005(a) and (b) applicable to third party
offer, versus Item 1005(e) for an issuer tender offer.

2. Pursuant to Item 10 of Schedule TO, you incorporate by
reference the financial statements in various periodic reports
filed by Nabors Industries Ltd. Where you incorporate by reference
financial statements found in other documents filed with the
Commission, we require you to include in the document disseminated
to security holders the summary financial statements required by
Item 1010(c) of Regulation M-A.  See Instruction 6 to Item 10 of
Schedule TO and Q&A 7 in Section I.H of the Division of Corporation
Finance`s Manual of Publicly Available Telephone Interpretations
(July 2001). Please revise to include the summary financial
statements and advise how you will disseminate this material new
information.

3. See comment 2 above. Include earnings per share data for each
period presented.

4. The book value per share information provided pursuant to Item
10(a)(4) of Schedule TO should be included in the offering
circular.

Offering Circular

Summary Term Sheet

5. The purpose of the summary term sheet is to provide security
holders with a summary of the most material aspects of this
transaction. Pursuant to Item 1001 of Regulation M-A, it should be
in bullet point format, with cross-references to more detailed
discussion elsewhere in the offering materials. Your summary term
sheet contains an excessive amount of information not appropriate
for this section. As an example, we cite the extensive discussion
of the business of the bidders found on the first page of the Summary
Term Sheet. By presenting information unrelated to the material terms
of the exchange offer, you obfuscate the most important aspects of
this transaction. Please consider revising.

6. Include the disclosure about the accounting treatment of the
exchange offer required by Item 1004(a)(1)(xi) of Regulation M-A.
In addition, please confirm supplementally that you applied the
guidance in EITF Issue No. 96-19 with respect to that accounting
treatment.

Why are you making the Exchange Offer? Page 1

7. Here or in an appropriate section later in the offering
circular, give an example of what the effect on 2003 reported
earnings per share would be if the exchange offer were not
consummated.

What are the conditions to the Exchange Offer? Page 3

8. Here and on the cover page of the offering circular, you state
that you may terminate the offer "for any reason or for no
reason." Reserving the right to end the offer at will and for no
reason renders it an impermissible illusory offer. Please revise
this and similar language throughout the offering circular.

Can I withdraw my tender of Old Securities? Page 4

9. Please include disclosure about the "back end" withdrawal
rights afforded by Rule 13e-4(f)(2)(ii). Make the same change in
the more extensive discussion of withdrawal rights beginning on
page 34 of the offering circular.

Summary Description of the New Securities - Interest, Page 6

10. Briefly explain what you mean by the statement the "New
Securities will not accrete."

Risks Related to the New Securities, Page 17

11. Revise this section to focus on the risks presented by the New
Securities that differ materially from those associated with the
Old Securities. Please explain in clear and concise language.

12. Here or in an appropriate section of the offering circular,
explain the effect on the Nabors` liquidity and capital resources
from the cash settlement provisions of the New Securities, and
discuss the means by which the company reasonably expects to
finance the cash required upon conversion.

Forward Looking Information, Page 24

13. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform Act of 1995 does not by its terms
apply to statements made in connection with a tender offer. See
Section 27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C) of the Securities Exchange Act of 1934. Therefore,
your reference to the defined term "forward-looking statements"
within the meaning of the Securities Act and the Exchange Act is
inappropriate. Please delete the reference, or revise to make clear
that the Reform Act protections do not apply to statements made in
the offering circular.

Conditions to the Exchange Offer, page 30

14. All offer conditions, other than those related to governmental
approvals necessary to consummation of the offer, must be
satisfied or waived as of the expiration date of the offer, not the
date of acceptance of tendered securities. Please revise the language
to the contrary in the introductory paragraph of this section.

15. Refer to the offer condition in subparagraph (iii) at the
bottom of page 30. It is not clear whether your offer condition is
"triggered" by the major hostilities in Iraq and Afghanistan.
Please address. In addition, with respect to the same condition,
you must clarify on what basis you will determine whether it is
"inadvisable" to proceed with the exchange offer in the face of such
events. For example, are you tying that determination to a drop in
share price?

16. Refer to the paragraph on page 31 immediately after the last
listed offer condition. In our view, you may condition a tender
offer on any number of conditions, as long as they are described
with reasonable specificity, capable of some measure of objective
verification, and outside of your control. In this paragraph, the
phrase "regardless of the circumstances giving rise to any
condition (including any action or inaction by us or Nabors)" states
that you may assert an offer condition even when the condition is
"triggered" by your own action or inaction. Please revise in
acordance with our position.

Financial Advisor, Page 36

17. The disclosure here does not satisfy the requirements of Item
1009(a) of Regulation M-A. Please revise to provide the required
information concerning the fees to be paid to UBS Securities LLC.
Also, consider describing in greater detail the services provided
by your financial advisor in connection with this exchange offer.

Possible Alternative Tax Characterization of the Exchange, Page 56

18. Expand the discussion of the possible alternative tax
characterization of this exchange offer if it does not qualify as
a tax-free exchange. For example, explain how the amount realized
on the exchange and the holder`s adjusted basis in the Old
Securities tendered would be calculated.

Incorporation by Reference, Page 58

19. Schedule TO does not permit "forward incorporation by
reference" of documents not yet filed with the Commission. Rather,
when you file a document that you wish to incorporate by reference
into the Schedule TO, you must amend the Schedule TO itself to
expressly reference that filing. Please delete the language to the
contrary in this section.

Closing Comments

Please revise your offer materials to comply with the comments
above. If you do not agree with a comment, tell us why in a
supplemental response letter that you should file via EDGAR as
correspondence with your revised proxy statement. The letter should
note the location in your amended disclosure document of changes made
in response to each comment or otherwise.

In connection with responding to our comments, please provide a
written statement from the bidders acknowledging that:

* they are responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the bidders may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please be aware that we may have additional comments after
reviewing your amendment. If you would like to contact me, please
do not hesitate to do so at (202) 942-1773.

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions

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