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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

o	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
o	Form 3 Holdings Reported
o	Form 4 Transactions Reported

Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

ISENBERG, EUGENE M.(1)(Last) (First) (Middle)

NABORS INDUSTRIES LTD. (NBR)

SCHMIDT, HANS(Last) (First) (Middle)

NABORS INDUSTRIES LTD. (NBR)

C/O NABORS CORPORATE SERVICES 515 WEST GREENS ROADSUITE 1200

Statement for Month/Year

If Amendment, Date of Original (Month/Year)

C/O NABORS CORPORATE SERVICES 515 WEST GREENS ROAD, SUITE 1200

Statement for Month/Year

If Amendment, Date of Original (Month/Year)

12/31/2002

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Reporting (Check Applicable Line)

HOUSTON, TX 77067 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

CEO-CHAIRMAN OF THE BOARD

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title ofSecurity(Instr. 3)

TransactionDate(Month/Day/Year)

2A.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Securities Acquired (A)or Disposed of (D)(Instr. 3, 4 and 5)

Amount of SecuritiesBeneficially Ownedat the End of Issuer'sFiscal Year(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Amount

(A)or(D)

Price

Common Stock

1,674,268

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

Transaction Date(Month/Day/Year)

3A.

Deemed ExecutionDate, if any(Month/Day/Year)

Transaction Code(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

(A)

(D)

Stock Options (Right to buy)

$1227.5005

01/0422/02

G2A

45,000

~~254~~

Stock Options (Right to buy)

$12.50

01/04/02

1,003,125

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date(Month/Day/Year)

Title and Amount ofUnderlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of DerivativeSecurities Beneficially Owned at End of Year(Instr. 4)

10.

Ownership of Derivative Security:Direct (D)or Indirect (I)(Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

12/14/99

07/22/07

Common Stock

254

01/22/03

01/22/12

Common Stock

45,000

$27.05

45,000

12/14/99

07/22/07

Common Stock

1,003,125

733,246

Explanation of Responses:

(1) ON JUNE 24, 2002 NABORS INDUSTRIES, LTD., A BERMUDA EXEMPTED COMPANY BECAME THE SUCCESSOR OF NABORS INDUSTRIES, INC., A DELAWARE CORPORATION, PURSUANT TO THE CONSUMMATION OF A CORPORATE REORGANIZATION. THE CORPORATE REORGANIZATION HAD THE EFFECT OF CHANGING NABORS' DOMICILE FROM DELAWARE TO BERMUDA, BUT DID NOT ALTER THE PROPORTINATE INTERESTS OF SECURITY HOLDERS.

/s/ EUGENE M. ISENBERG		1/24/03
**Signature of Reporting Person		Date
ISENBERG, EUGENE MC/O NABORS CORPORATE SERVICES515 WEST GREENS ROADSUITE 1200HOUSTON TX 77067NABORS INDUSTRIES LTD. (NBR)12/31/2002

(2) Grant of stock options under a transaction exempt under Rule 16b-3. The options will vest 100% in one year.

/s/ HANS SCHMIDT		1/24/03
**Signature of Reporting Person		Date
SCHMIDT, HANS C/O NABORS CORPORATE SERVICES 515 WEST GREENS ROAD SUITE 1200 HOUSTON TX 77067 NABORS INDUSTRIES LTD. (NBR) 12/31/2002

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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