SEC Division of Corporation Finance no-action letter: Nabors Industries, Inc.

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Securities Act of 1933 Section 3(a)(9) Securities Exchange Act of 1934 Rule 12g-3

No Action, Interpretive and/or Exemptive Letter:

April 30, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re:

Nabors Industries, Inc. and Nabors Industries Ltd. Incoming letter dated April 12, 2002

Based on the facts presented; the Division's views are as stated below. Capitalized terms have the same meanings defined in your letter. 1. Without necessarily agreeing with your analysis, the Division will not object if Nabors Bermuda files post-effective amendments to Nabors Delaware's registration statements on Forms S-3 and Form S-8, under Rule 414. 2. After the Merger, Nabors Bermuda may take into account Nabors Delaware's reporting history under the Securities Exchange Act of 1934 in determining its eligibility to use Form S-3, S-4 and S-8. 3. Nabors Delaware's Exchange Act reporting history may be taken into account in determining whether Nabors Bermuda satisfies Rule 144(c)(1). Average weekly reported trading volume in Nabors Delaware Common Stock during the time periods specified in Rule 144(e)(1) may be taken into account in determining the limitation on the amount of securities that may be sold pursuant to Rule 144(e). 4. After the Merger, Nabors Bermuda may rely on Rule 12g-3(a) to register its Common Stock under the Exchange Act. 5. Persons who have filed ownership reports on Schedule 13D or 13G for Company Common Stock will not be required to file any additional or amended statements of Schedule 13D or 13G as a result of the Merger, provided they note in their next subsequent filing that Nabors Bermuda is the successor to Nabors Delaware. 6. Actions taken to allow the future issuance of Nabors Bermuda Common Stock in lieu of Nabors Delaware Common Stock under the Stock-Based Benefit Plans maybe effected without the disclosure of information under Item 10 of Schedule 14A. 7. The Division will not recommend enforcement action if based on the facts presented (1) Nabors Bermuda does not register under the Securities Act its assumption of the Nabors Delaware's obligations under the indentures; and (2) Nabors Bermuda does not qualify supplemental indentures under the Trust Indenture Act in connection with its assumption of such obligations. In arriving at these positions, we have noted in particular your representation that the Company intends to deliver to the trustees an opinion of counsel that the existing indentures governing the debentures authorize the trustees to enter into supplemental indentures without the vote or consent of the holders of the debenture holders for the purpose of evidencing Nabors Bermuda's succession to Nabors Delaware and the assumption by Nabors Bermuda of the Nabors Delaware's obligations under the indentures. 8. The Division will not recommend enforcement action to the Commission if the shares of Nabors Bermuda issuable on conversion of Nabors Delaware's convertible debentures are issued without registration under the Securities Act in reliance on your opinion of counsel that the exemption provide in Section 3(a)(9) will be available for the exchange. In arriving at this position, we note that