SecProbe.io

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BY EDGAR AND FACSIMILE
December 2, 2004

Christina Chalk, Esq.
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0303

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

Dear Ms. Chalk:

            This letter is our response to the Division of Corporation Finance's
comment letter dated November 30, 2004, in reference to the Schedule TO-I filed
on November 12, 2004 by Nabors Industries, Inc. (the "Company") and its parent
company, Nabors Industries Ltd. ("Nabors"), and the Offering Circular ("Offering
Circular") filed as Exhibit 12 (a)(1)(A) to the Schedule TO-I.

            Our responses to the specific comments are set forth below. For the
convenience of the Staff, each of the comments from the November 30, 2004 letter
are restated in italics prior to the response. Capitalized terms have the same
meanings as in the Schedule TO-I and the Offering Circular. We have attached to
the facsimile version of this letter a copy of Amendment No. 1 to the Schedule
TO-I (the "Amendment") that we filed with the Commission today.

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
<PAGE>
Christina Chalk, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 2, 2004
Page 2

      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.

      Response: Rule 13e-4 applies only to tender offers by an issuer for a
      class of equity securities of such issuer (which has a class of securities
      registered pursuant to Section 12 of the Securities Act of 1933, as
      amended). Similarly, Regulation 14D applies only to tender offers for
      equity securities registered under the Securities Exchange Act of 1934, as
      amended. The only class of registered securities involved in the Exchange
      Offer is the Nabors' common shares issuable upon exchange of the Old
      Securities.

      In the Exchange Offer, Nabors is offering to exchange the right to obtain
      Nabors' common shares provided for in the New Securities for the similar
      right provided for in the Old Securities. Put differently, the registered
      equity security portion of both the Old Securities and New Securities is
      an equity security of Nabors Industries Ltd. If not for this equity
      security nexus to Nabors, the Company would have no obligation to file a
      Schedule TO under Rule 13e-4 and we see no requirement for a filing under
      Regulation 14D. The Company, a wholly-owned subsidiary of Nabors, does not
      have a class of equity securities registered pursuant to Section 12 of the
      Securities Act and its obligation under the Old Securities and the New
      Securities is to pay cash (unless under certain circumstances Nabors
      elects to make its common shares available).

      We note further that the Old Securities were, and the New Securities will
      be, fully and unconditionally guaranteed by Nabors. By analogy, prior
      interpretations by the Staff of Section 3(a)(9) of the Securities Act
      provide that where debt securities of a wholly-owned subsidiary guaranteed
      by its parent entity are exchanged for new debt securities of the
      subsidiary guaranteed by its parent, the "same issuer" requirement of
      Section 3(a)(9) is satisfied. See, e.g., Exxon Mobil Corporation (No
      Action Letter, publicly available June 28, 2002). We believe the same
      result pertains to the analysis under Rule 13e-4 and Regulation 14D.
      Further, we do not believe holders of the Old Securities would receive any
      relevant additional disclosure by treating the Company(1) as the
      third-party-offeror for the Old Securities where the equity component is
      limited to securities of Nabors. As a matter of economic reality, holders
      of Old Securities do not view the Company as a third party offeror and
      disclosure of intercompany arrangements between Nabors and its
      wholly-owned subsidiary would not be material to a decision by a holder of
      Old Securities to tender into the Exchange Offer (and such disclosure was
      not required even

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(1) The Staff's comment refers to Nabors Industries Ltd. as possibly being a
third-party offeror. However, as the only equity security involved is the right
to receive Nabors' common shares, we believe that the Staff intended to express
a concern that Nabors Industries, Inc. might be a third-party offeror for
securities of Nabors Industries Ltd. If we misunderstand the comment, we would
be pleased to discuss it with you.

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Christina Chalk, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 2, 2004
Page 3

      when the Old Securities were sold for cash). Accordingly, we believe that
      the offer by both the Company and Nabors for the Old Securities satisfies
      the technical requirements of Rule 13e-4, and preparing the Schedule TO on
      that basis provides holders of the Old Securities with the appropriate
      level of disclosure upon which to base their decision whether or not to
      tender their Old Securities. We believe that the Schedule TO-I would also
      comply with the rules if it was signed only by Nabors and if requested we
      would be prepared to delete the Company from the signature page if the
      Staff would prefer this approach.

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.

      Response: The Company and Nabors incorporated the financial statements in
      response to Item 10 because the Exchange Offer did not meet the safe
      harbor in the instructions for not doing so, even though the Company and
      Nabors did not believe the financial statements to be material to an
      investor. Upon further review, the Company and Nabors continue to believe
      that the financial condition of the Company or Nabors is not material to a
      decision by holders of Old Securities whether to accept the Exchange Offer
      as the financial terms of the Old Securities and the New Securities are
      the same in all material respects. Accordingly, Nabors and the Company
      propose to amend the Schedule TO-I to remove the incorporation by
      reference of the financial statements previously incorporated by
      reference. This change is reflected in Item 10 of the Amendment.

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

      Response: Please see the response to Comment 2.

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

      Response: Please see the response to Comment 2. As set forth in Item 10 of
      the Amendment, Nabors and the Company propose to delete the book value per
      share information from the Schedule TO-I.
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Christina Chalk, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 2, 2004
Page 4

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.

      Response: We appreciate the comment and have carefully reviewed the
      appropriateness of revising the Summary Term Sheet. We believe that the
      rationale and terms of this Exchange Offer are complex and we have clearly
      and accurately presented the same in the appropriate manner. We do not
      believe that a more abbreviated, bullet-point summary would be appropriate
      for this transaction. In this regard we note that other offerors
      conducting similar offers have used a "Q&A" format in lieu of a more
      abbreviated bullet-point presentation. See, e.g., Countrywide Financial
      Corp., Registration Statement on Form S-4, filed July 12, 2004, as amended
      on Aug. 18, 2004 (File No. 333-117322).

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.

      Response: The Company and Nabors believe that the Summary Term Sheet,
      particularly the response to "Why are you making the Exchange Offer?", as
      amended in accordance with our response to Comment 7 below, sufficiently
      describes the accounting that the Exchange Offer is intended to address
      and the effect if the Exchange Offer is not consummated.

      Additionally, the Company and Nabors confirm that they reviewed EITF Issue
      No. 96-19 to determine whether the exchange of debt would be treated as a
      modification of the debt or as an extinguishment of the debt. Their
      determination was that this exchange of debt qualifies as a modification
      of debt under EITF 96-19 and therefore the exchange has no material
      accounting consequences.
<PAGE>
Christina Chalk, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 2, 2004
Page 5

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.

      Response: The Company and Nabors have provided the requested disclosure in
      the paragraph numbered 1 of Items 1 through 4, 6 and 7 of the Amendment.

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.

      Response: The Company and Nabors have made the requested change in the
      paragraph numbered 2 of Items 1 through 4, 6 and 7 of the Amendment.

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.

      Response: The Company and Nabors have made the requested change in the
      paragraph numbered 3 of Items 1 through 4, 6 and 7 of the Amendment.

Summary Description of the New Securities - Interest, Page 6

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

      Response: In the paragraph numbered 4 of Items 1 through 4, 6 and 7 of the
      Amendment, the Company and Nabors have amended this sentence to be more
      descriptive.

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.

      Response: We believe that the risks involved in this Exchange Offer are
      somewhat more complex than in a standard offering and thus the information
      set forth in the Offering
<PAGE>
Christina Chalk, Esq.
Division of Corporation Finance
Securities and Exchange Commission
December 2, 2004
Page 6

      Circular is appropriate under the circumstances. In particular, since the
      only covenant a tendering holder will give up is immaterial (i.e., the
      right to receive equity upon an exchange rather than cash in a default or
      similar situation), there are therefore no unusual risks from accepting
      the offer. Nevertheless, we believe there are risks attendant to the
      Exchange Offer not presented solely by accepting the New Securities (e.g.,
      risks related to retaining the Old Securities).

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.

      Response: We believe that the first full risk factor on page 16 of the
      Offering Circular that begins "We may not have sufficient funds to pay the
      principal return upon exchange. . . " adequately explains the effect on
      the Nabors' liquidity and capital resources from the cash settlement
      provisions of the New Securities. Furthermore, we believe that there is no
      material difference in the cash settlement provisions of the New
      Securities and those of the Old Securities because the respective
      indentures for both securities require cash settlement of the principal
      amount in all material circumstances (the cash settlement requirement in
      the Old Securities became effective on October 25, 2004 as a result of
      execution of the Supplemental Indenture for the Old Securities).

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