NABORS INDUSTRIES INC, S-3, 1997-01-28

NABORS INDUSTRIES INC
S-3, 1997-01-28
DRILLING OIL & GAS WELLS

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<PAGE> 1
As filed with the Securities and Exchange Commission on January 27, 1997

REGISTRATION NO. 333 -________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------

NABORS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
----------------------------

Delaware 93-0711613
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
(281) 874-0035
(Address and Telephone Number of
Registrant's Principal Executive Offices)

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

ANTHONY G. PETRELLO
PRESIDENT AND CHIEF OPERATING OFFICER
NABORS INDUSTRIES, INC.
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
(281) 874-0035
(Name, Address and Telephone Number of Agent For Service)

----------------------------
Copies to:
Howard M. Berkower, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022
(212) 751-5700

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.[x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Maximum Maximum
Aggregate Aggregate Amount of
Title of Shares Amount to be Price per Offering Registration
to be Registered Registered Unit Price Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per share . . . . . . . 3,354,175 $19.4375(1) $65,196,776.56 $19,756.60
======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) on the basis of the average
of the high ($19.75) and low ($19.125) price of the Common Stock on January
22, 1997 as reported by the American Stock Exchange, Inc.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

================================================================================
<PAGE> 2
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This Prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any state in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* state. *
* *
***************************************************************************

SUBJECT TO COMPLETION, DATED JANUARY 27, 1997

PROSPECTUS

NABORS INDUSTRIES, INC.

3,354,175 SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE

This Prospectus relates to 3,354,175 shares (the "Offered Stock") of
Common Stock, $.10 par value per share (the "Common Stock"), of Nabors
Industries, Inc., a Delaware corporation ("the Company"), which may be
distributed, sold or otherwise transferred from time to time by and for the
account of the selling stockholders named herein (the "Selling Stockholders"),
including their permitted pledgees, donees, transferees and other successors in
interest. It is anticipated that the Company will not receive any of the
proceeds from any sale of the Offered Stock, but has agreed to bear certain
costs relating to the registration of the Offered Stock (currently estimated to
be $40,000), not including certain expenses such as commissions and discounts
of dealers or agents. However, approximately 335,418 shares of the Offered
Stock have been placed in escrow as security for certain indemnification
obligations of the Selling Stockholders to the Company. See "Selling
Stockholders" and "Plan of Distribution."

Pursuant to that certain Consent and Voting Agreement and Plan of
Merger, dated as of December 20, 1996 (the "Merger Agreement"), by and among
the Company, Nabors Acquisition Corp. 96, a Delaware corporation and a
wholly-owned subsidiary of the Company ("Acquisition Sub"), ADCOR-Nicklos
Drilling Company, a Delaware corporation ("ADCOR"), and all of the stockholders
and option holders of ADCOR, Acquisition Sub merged with and into ADCOR on
January 2, 1997 (the "Merger"), as a result of which ADCOR became a
wholly-owned subsidiary of the Company. As a result of the Merger, (i) each
share of Common Stock, $.01 par value per share, of ADCOR ("ADCOR Common
Stock") issued and outstanding immediately prior to January 2, 1997, was
converted into 117.1899 shares of Common Stock, and (ii) each outstanding
option to purchase ADCOR Common Stock was converted into a certain number of
shares of Common Stock. The Selling Stockholders, who were all of the
stockholders and option holders of ADCOR, received an aggregate of 3,354,175
shares of Common Stock in the Merger. The Company has agreed that it will cause
the resale of the Common Stock received by the Selling Stockholders in the
Merger to be registered under the Securities Act of 1933, as amended (the
"Securities Act").

The Common Stock is traded on the American Stock Exchange, Inc.
("AMEX") under the symbol "NBR". On January 22, 1997, the last reported sales
price of a share of Common Stock on AMEX was $19.50.

The shares of Offered Stock may be offered and sold from time to time
by the Selling Stockholders directly or through broker-dealers who may act
solely as agents, or who may acquire shares as principals. The distribution of
the shares of Offered Stock may be effected in one or more transactions that
may take place through AMEX or any national securities exchange on which the
Offered Stock is approved for listing in the future, including block trades or
ordinary broker's transactions, or through privately negotiated transactions,
or in accordance with Rule 144 under the Securities Act, or through a
combination of any such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or negotiated brokerage fees or
commissions may be paid by the Selling Stockholders in connection with such
sales. The Selling Stockholders and any dealers or agents that participate in
the distribution of the Offered Stock may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit on the sale of the Offered
Stock by them and any commissions received by any such dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities
Act. See "Plan of Distribution."

To the extent required, the specific shares of the Offered Stock to be
sold, the names of the selling stockholders, the purchase price, public
offering price, the names of any such agent or dealer, and any applicable
commission or discount with respect to a particular offering will be set forth
in an accompanying Prospectus supplement. The aggregate proceeds to the
Selling Stockholders from the shares of Common Stock will be the purchase price
thereof less commissions and discounts, if any, and other expenses of
distribution not borne by the Company.

SEE "RISK FACTORS," BEGINNING ON PAGE 4, FOR A DISCUSSION OF CERTAIN
RISK FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is _________, 1997.
<PAGE> 3
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission").

The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect
to the Offered Stock. This Prospectus, which is a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement. Certain portions of the Registration Statement have
been omitted as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract,
agreement, instrument or other document are not necessarily complete, and in
each instance reference is made to the copy of such contract, agreement,
instrument or document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference and the
exhibits and schedules thereto.

The Registration Statement, the exhibits and schedules thereto, and
the reports and other information filed by the Company with the Commission may
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven World
Trade Center, 13th floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of all or any part of
such materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports, proxy statements, information statements and other
information filed electronically by the Company with the Commission. Reports,
proxy statements, information statements and other information concerning the
Company should also be available for inspection at the offices of the American
Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the
Commission under the Exchange Act are incorporated herein by reference:

(i) the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996; and

(ii) the description of the Common Stock contained in
Amendment No. 1 to the Registration Statement on Form 8-A (File No.
1-9245) filed with the Commission on May 20, 1992, and any subsequent
amendment thereto filed for the purposes of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Offered Stock shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in
this Prospectus or in any other document subsequently filed with the Commission
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL

2
<PAGE> 4
REQUEST, A COPY OF THE DOCUMENTS THAT HAVE BEEN INCORPORATED BY REFERENCE INTO
THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS OTHER THAN EXHIBITS
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH
DOCUMENTS SHOULD BE DIRECTED TO DANIEL MCLACHLIN, CORPORATE SECRETARY, NABORS
INDUSTRIES, INC., 515 WEST GREENS ROAD, SUITE 1200, HOUSTON, TEXAS 77067,
TELEPHONE NUMBER (281) 775-8023.

<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

---------------------------------------------
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AND
ITS SUBSIDIARIES SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF.

3
<PAGE> 5
RISK FACTORS

In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully by prospective investors in evaluating the Company before purchasing
any of the securities offered hereby. Except for the historical information
contained or incorporated by reference in this Prospectus, the matters
discussed in this Prospectus are forward looking statements that involve risks
and uncertainties, including industry conditions and the variability of demand
for contract drilling and related oilfield services, intense competition,
operating risks inherent in this hazardous industry, the adequacy and
availability of insurance, risks associated with international operations,
regulation pertaining to environmental matters and the other matters detailed
to or referred to below and from time to time in the Company's other reports
filed with the Commission. The actual results that the Company achieves may
vary materially from those set forth in or implied by any forward looking
statements due to such risks and uncertainties.

Business-Related Risks. The information set forth under the captions
"Industry Conditions, Competition and Seasonality," "Operating Risks and
Insurance" and "Governmental Matters" in Part I of the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1996, in addition to the
other information included therein, is hereby specifically incorporated by
reference herein.

International Operations. A significant portion of the Company's
business is derived from international markets, including major operations in
the Middle East, the North Sea, and South and Central America, as well as other
operations in the Commonwealth of Independent States (the "CIS"), the Far East,
and Africa. Such operations may be subject to various risks including risk of
war and 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, such operations may be subject to the additional risk of
fluctuating currency values and exchange controls. In the international
markets in which the Company operates, it is subject to various laws and
regulations with respect to the operation and taxation of its business and the
import and export of its equipment from country to country, the imposition,
application and interpretation of which can prove to be uncertain.

Dividend Policies; Restrictions on Payment of Dividends. The Company
does not anticipate that it will pay any dividends on the Common Stock in the
foreseeable future. Certain of the Company's debt instruments include
covenants restricting the Company's ability to pay dividends or to make certain
other distributions to stockholders.

Market Risk with respect to Common Stock; Certain Investment
Limitations. The Common Stock is listed for trading on AMEX. However, the
prices at which shares of Common Stock trade may depend upon many factors,
including prevailing interest rates, markets for similar securities, industry
conditions, and the performance of, and investor expectations for, the Company.
No assurance can be given that a holder of shares of Common Stock will be able
to sell such shares at any particular price. Certain institutional investors
may invest only in dividend-paying equity securities or may operate under other
restrictions that may prohibit or limit their ability to invest in the Common
Stock.

THE COMPANY

GENERAL

Nabors Industries, Inc. (collectively with its subsidiaries (unless
the context otherwise requires), the "Company") is the largest land drilling
contractor in the world. The Company, which was incorporated in Delaware in
1978, has principally been engaged in oil, gas and geothermal land drilling
operations in Alaska, the lower 48 states of the United States and Canada, and
internationally in the Middle East, the Far East, the CIS, North and West
Africa and South and Central America. The Company, through its subsidiaries,
including primarily Sundowner Offshore Services, Inc., provides offshore well
servicing and workover services in the Gulf of Mexico, Alaska's Cook Inlet and
several international markets. Another subsidiary, J.W. Gibson Well Service
Company, provides well servicing and workover services primarily in the Rocky
Mountains and mid-continent region of the United States. The Company also
provides oilfield management, engineering, transportation, construction,
maintenance and other support services in selected domestic and international
markets. A

4
<PAGE> 6
subsidiary of the Company, Canrig Drilling Technology Ltd., sells top drives
for a broad range of drilling rig applications. The Company's principal
executive offices are located at 515 West Greens Road, Suite 1200, Houston,
Texas 77067.

Since the current management group began directing the Company in
1987, the Company's primary business philosophy has been to establish and
maintain a conservative and flexible financial posture, to build a diverse
portfolio of market positions to mitigate risk and create potential for growth,
to forge long-term relationships with customers, to build a cadre of talented
and experienced employees, to grow and remain profitable in any market
environment and to position the business for the future by maintaining
flexibility. This philosophy has been implemented primarily through strategic
acquisitions and internal growth in existing and new markets. The Company has
also advanced this philosophy by entering into strategic alliances with
customers and by providing integrated drilling, engineering and other oilfield
services responsive to customer needs.

Acquisitions and Internal Growth. The Company's primary business
philosophy has been implemented primarily through strategic acquisitions and
internal growth in existing and new markets. Since 1988, through acquisition
of other drilling companies, asset purchases and internal expansion, the
Company has grown from a land drilling business centered principally in Canada
and Alaska to an international company operating on land and offshore in many
of the major oil, gas and geothermal markets in the world. In 1988, the
Company's rig fleet consisted of 44 land drilling rigs. As of January 2, 1997,
the active Company-owned rig fleet consisted of 360 land drilling rigs, 34
offshore rigs and 78 land workover and well servicing rigs.

Strategic Alliances. The Company's primary business philosophy has
also been advanced by entering into strategic alliances with customers. An
increasing number of customers have been seeking to reduce costs and improve
efficiency in their exploration and development drilling programs by
establishing continuing relationships, or alliances, with a small number of
preferred drilling contractors. These alliances can result in long term work
and increased profitability for drilling contractors that are selected as
partners in the alliance. The Company has been selected by certain operators
as an alliance partner in Alaska, the lower 48 states of the United States and
Canada.

Drilling and Engineering Services. The Company's primary business
philosophy has also been advanced by providing drilling-related services and
management of drill site activities to its customers. Many major oil and gas
companies are reducing the number of services they provide and the number of
service contractors at a drill site, and are requiring that the contractors
remaining provide such drilling-related services and management. The Company
also seeks to provide innovative, quality engineering and technical support for
its drilling and oilfield support operations. The Company provides engineering
services to all of its subsidiaries and to its worldwide customers from its
Houston-based engineering groups.

RECENT DEVELOPMENTS

On November 15, 1996, the Company and Noble Drilling Corporation,
Noble Properties, Inc. and Noble Drilling (Canada) Ltd. (collectively, "Noble")
entered into an asset purchase agreement pursuant to which the Company agreed
to purchase 19 marketed land drilling rigs, 28 stacked land drilling rigs and
the real estate assets used by Noble in connection with the rigs, and assume
the interests in Noble's drilling contracts for a purchase price of $60
million. Thirty eight of the rigs are located in the United States and nine
are located in Canada. The transaction was consummated in December 1996.

In November 1996, the Company completed the sale of Nabors Drilling &
Energy Services UK Ltd., a wholly-owned subsidiary of the Company, to Abbot
Group plc for approximately $36 million plus the value of working capital in
cash. In addition, the Company received 10.8 million four-year warrants to
acquire stock in Abbot Group plc at 83 pence per share.

On December 20, 1996, the Company entered into the Merger Agreement,
pursuant to which the Company acquired all of the outstanding shares of ADCOR
Common Stock and all of the outstanding options to purchase such shares in
exchange for the issuance to the Selling Stockholders of 3,354,175 shares of
Common Stock. The ADCOR fleet consists of 30 active and six stacked rigs
located in the United States. The assets also include significant amounts of
drill pipe, spare drilling equipment, yards, vehicles and other support
equipment. The transaction was consummated on January 2, 1997.

5
<PAGE> 7
USE OF PROCEEDS

It is anticipated that the Company will not receive any of the
proceeds from sales of the Offered Stock. See "Selling Stockholders" for a
list of those persons who will receive the proceeds from such sales.
Approximately 335,418 shares of the Offered Stock have been place in escrow as
security for certain indemnification obligations of the Selling Stockholders to
the Company. To the extent that proceeds from the sale of the escrowed shares
are received by the Company, the Company will use such sums to pay for costs
and expenses of related indemnification claims and for working capital and
general corporate purposes. See "Selling Stockholders."

SELLING STOCKHOLDERS

This Prospectus covers the offer and sale by each of the Selling
Stockholders of the Common Stock issued to them in the Merger. The Selling
Stockholders received an aggregate of 3,354,175 shares of Common Stock in the
Merger, representing approximately [4%] of the outstanding Common Stock
immediately after the Merger. The Company has agreed that it will cause to be
registered under the Securities Act the resale of the Common Stock received by
the Selling Stockholders in the Merger. In addition, the Company has agreed to
indemnify the Selling Stockholders against certain liabilities arising out of
any actual or alleged material misstatements or omissions in the Registration
Statement (other than liabilities arising from information supplied by the
Selling Stockholders for use in the Registration Statement). Each Selling
Stockholder, severally but not jointly, has agreed to indemnify the Company
against liabilities arising out of any actual or alleged material misstatements
or omissions in the Registration Statement insofar as such misstatements or
omissions were made in reliance upon written information furnished to the
Company by the Selling Stockholder expressly for use in the Registration
Statement. Such indemnification by the Selling Stockholders is limited to the
net proceeds received from the shares of Offered Stock sold hereunder.

Pursuant to the terms of the Merger Agreement, the Selling
Stockholders have indemnified the Company, severally but not jointly, against
losses in excess of $100,000 resulting from any breaches of representations and
warranties and agreements contained in the Merger Agreement and against certain
other potential liabilities. The Selling Stockholders have deposited
approximately 335,418 shares of the Offered Stock (the "Escrow Shares") in
escrow with Bank One, Texas, N.A. (the "Escrow Agent") in order to secure their
obligations to the Company. The Escrow Shares deposited were contributed on a
pro rata basis by the Selling Stockholders. Each Selling Stockholder may sell
all (but not less than all) of its Escrow Shares pursuant to this Prospectus;
however, the sale price per Escrow Share must be at least $18.75 and the
Selling Stockholder must deposit with the Escrow Agent the cash proceeds of
such sale.

The following table sets forth the names of the Selling Stockholders,
the number of shares of Common Stock which they own as a result of the
consummation of the Merger and which may be offered for resale hereunder and
the percent of outstanding shares of Common Stock they owned prior to the
offering to which this Prospectus relates. While certain of the Selling
Stockholders were officers, directors or employees of ADCOR, no Selling
Stockholder currently has, or during the past three years had, any position,
office or other material relationship with the Company. Since the Selling
Stockholders may sell all, some or none of their shares, no estimate can be
made of the aggregate number of the Common Stock that are to be offered hereby
or that will be owned by each Selling Stockholder upon completion of the
offering to which this Prospectus relates.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
---------------- -----------------------------
SELLING STOCKHOLDER OFFERED HEREBY PRIOR TO THIS OFFERING
------------------- -------------- ----------------------
<S> <C> <C>
Conseil A/S . . . . . . . . . . . . 146,487 *
Johs Hansen's Rederi A/S . . . . . 140,627 *
Pascara AS . . . . . . . . . . . . 19,570 *
</TABLE>

6
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
---------------- -----------------------------
SELLING STOCKHOLDER OFFERED HEREBY PRIOR TO THIS OFFERING
------------------- -------------- ----------------------
<S> <C> <C>
Bari AS . . . . . . . . . . . . . . . . 19,570 *
Helene Kvammen AS . . . . . . . . . . . 19,453 *
Four Seasons Venture A/S . . . . . . . 175,784 *
Four Seasons Venture Capital AB . . . . 117,189 *
Meridian Holdings Limited . . . . . . . 1,541,047 1.6%
ADCOR Partners, L.P. . . . . . . . . . 703,139 *
Jack S. Blanton, Jr. . . . . . . . . . 249,416 *
Jack S. Blanton III . . . . . . . . . . 3,164 *
Mary Catherine Blanton . . . . . . . . 3,164 *
Elizabeth W. Blanton . . . . . . . . . 3,164 *
James M. Nicklos . . . . . . . . . . . 80,254 *
Genergy, Ltd. . . . . . . . . . . . . . 5,625 *
Eddy Refining Company . . . . . . . . . 45,821 *
Swank & Company . . . . . . . . . . . . 40,078 *
Lisa Judson . . . . . . . . . . . . . . 10,718 *
Jan Ankarcrona . . . . . . . . . . . . 10,718 *
C.W. Hinze . . . . . . . . . . . . . . 6,650 *
Sam McCaskill . . . . . . . . . . . . . 4,694 *
Charles A. Hinton . . . . . . . . . . . 7,843 *
</TABLE>

* Less than 1% of the outstanding Common Stock on the date hereof.

The Selling Stockholders, or their permitted pledgees, donees,
transferees or other successors in interest, may sell up to all of the shares
of the Common Stock shown above under the heading "Number of Shares" pursuant
to this Prospectus in one of more transactions from time to time as described
below under "Plan of Distribution."

PLAN OF DISTRIBUTION

Each of the Selling Stockholders may sell his, her or its shares of
Offered Stock directly or through broker-dealers who may act solely as agents,
or who may acquire shares as principals. The distribution of the shares of
Offered Stock may be effected in one or more transactions that may take place
through AMEX or any national securities exchange on which the Offered Stock is
approved for listing in the future, including block trades or ordinary broker's
transactions, or through privately negotiated transactions, or in accordance
with Rule 144 under the Securities Act (or any other applicable exemption from
registration under the Securities Act), through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or negotiated brokerage fees or commissions may be paid by the
Selling Stockholders in connection with such sales. Sales of the Offered Stock
may be effected to cover previous short sales of Common Stock. The Selling
Stockholders have agreed in the Merger Agreement that the Offered Stock would
not be sold in an underwritten public offering.

The Selling Stockholders may effect transactions by selling the
Offered Stock directly or through broker-dealers acting either as principal or
as agent, and such broker-dealers may receive compensation in the form of usual
and customary or negotiated discounts, concessions or commissions from the
Selling Stockholders.

The aggregate proceeds to the Selling Stockholders from the sale of
the Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any dealers
or agents that participate in the distribution of the Offered Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered

7
<PAGE> 9
Stock by them and any commissions received by any such dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities
Act.

Each Selling Stockholder and any other person participating in a
distribution of Offered Stock will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including, without
limitation, Rules 10b-6 and 10b-7. Rules 10b-6 and 10b-7 govern the activities
of persons participating in a distribution of securities and, consequently,
may restrict certain activities of, and limit the timing of purchases and sales
of Offered Stock by, Selling Shareholders and other persons participating in a
distribution of Offered Stock. Rules 10b-6 and 10b-7 were rescinded by the
Commission, effective March 4, 1997, and were replaced with Regulation M and
Rules 101 through 105 thereunder. On and after March 4, 1997, Selling
Stockholders and other persons participating in a distribution of Offered Stock
will be subject to Rules 101 and 102 under Regulation M, which provisions also
may restrict certain activities of, and limit the timing of purchases and sales
of Offered Stock by, Selling Shareholders and other persons participating in a
distribution of Offered Stock. Furthermore, under both Rule 10b-6 and
Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distribution, subject to exceptions or exemptions. All of
the foregoing may affect the marketability of the securities offered hereby.

To the extent required, the specific shares of the Offered Stock to be
sold, the names of the Selling Stockholders, the purchase price, the names of
any agent or dealer and any applicable commission or discount with respect to a
particular offering will be set forth in an accompanying Prospectus Supplement.

In the Merger Agreement, the Selling Stockholders agreed that, if the
Company determines in good faith that the Registration Statement may contain a
material misstatement or omission because the Company has under consideration
or has reached an agreement regarding a significant acquisition or disposition
or other material transaction that has not been publicly disclosed, or if the
Company is in the process of preparing a report on Form 8-K or other form for
filing with the Commission, the Company may cause the Registration Statement,
including this Prospectus, to not be used for an aggregate period not to exceed
45 days in any twelve-month period.

LEGAL MATTERS

The legality of the shares of Offered Stock will be passed upon for
the Company by Baker & McKenzie, New York, New York. Anthony Petrello, a
Director and the President and Chief Operating Officer of the Company, was a
partner of, and is currently of counsel to, Baker & McKenzie.

EXPERTS

The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996 have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

8
<PAGE> 10
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses in connection
with the issuance and distribution of the securities being registered
hereunder, other than commissions or discounts with respect to the sale of the
Offered Stock. Except for the Securities and Exchange Commission filing fee,
all amounts are estimates. The Company will pay for all of the expenses listed
below and the Selling Stockholders will bear any such commissions or discounts.

<TABLE>
<S> <C>
Securities and Exchange Commission
filing fee . . . . . . . . . . . . . . . . . . . . . . $ 19,756.60
Printing and engraving fees
and expenses . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . $ 10,000.00
Accounting fees and expenses . . . . . . . . . . . . . . $ 2,000.00
Miscellaneous expenses . . . . . . . . . . . . . . . . . $ 3,243.40
-----------
Total $ 40,000.00
===========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, employees and agents of Delaware corporations.

Consistent therewith, Article Seventh of the Restated Certificate of
Incorporation of the Company states as follows:

"Seventh: (a) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter collectively referred to as a "proceeding"), by reason of
the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators.

(b) The right to indemnification conferred in this
Section shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that if the Delaware General
Corporation Law requires, the

II - 1
<PAGE> 11
payment of such expenses incurred by a director or officer in advance
of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be indemnified under this Section or otherwise. The Corporation
may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect
as the foregoing indemnification of directors and officers.

(c) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, By-laws,
agreement, vote of stockholders or disinterested directors or
otherwise.

(d) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.

(e) Any repeal or modification of this Section directly
or indirectly, such as by adoption of an inconsistent provision of
this Certificate of Incorporation, shall not apply to or have any
effect on the rights of any officer and director to indemnification
and advancement of expenses with respect to any acts or omissions
occurring prior to such repeal or modification.

(f) If this Section or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director and officer
of the Corporation as to expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) with respect to any
proceeding to the full extent permitted by any applicable portion of
this Section that shall not have been invalidated and to the full
extent permitted by applicable law."

The Company has entered into agreements with each of its directors and
officers indemnifying each of 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 a director or officer or served at the Company's
request as a director or officer of another organization, except that
indemnification is not provided against judgments or fines in a derivative suit
unless permitted by Delaware law.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
2.1 Consent and Voting Agreement and Plan of Merger, dated as of December 20, 1996, by and among
Nabors Industries, Inc., Nabors Acquisition Corp. 96 and ADCOR-Nicklos Drilling Company and
the Stockholders and Option Holders thereof.*

3.1 Restated Certificate of Incorporation and By-Laws of Nabors Industries, Inc. dated May 12,
1988 (Incorporated by reference to the exhibits to Form 10-K (File No. 1-7773) filed with
the Commission on December 29, 1988).
</TABLE>

II - 2
<PAGE> 12
<TABLE>
<S> <C>
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of Nabors Industries,
Inc. dated March 7, 1989 (Incorporated by reference to the exhibits to Form 8-K (File No. 1-
9245) filed with the Commission on March 13, 1989).

3.3 Certificate of Amendment of the Restated Certificate of Incorporation of Nabors Industries,
Inc. dated May 8, 1990 (Incorporated by reference to the exhibits to Form 10-K (File No.
1-9245) filed with the Commission on December 24, 1990).

3.4 Certificate of Amendment of the Restated Certificate of Incorporation of Nabors Industries,
Inc. dated April 12, 1991 (Incorporated by reference to the exhibits to Form 10-K (File No.
1-9245) filed with the Commission on December 30, 1991).

3.5 Certificate of Amendment of the Restated Certificate of Incorporation of Nabors Industries,
Inc. dated March 11, 1994 (Incorporated by reference to the exhibits to Form 10-K (File No.
1-9245) filed with the Commission on December 29, 1994).

3.6 Amendment to the Restated By-Laws of Nabors Industries, Inc. (Incorporated by reference to
the exhibits to Form 10-K (File No. 1-9245) filed with the Commission on December 24, 1990).

5 Opinion of Baker & McKenzie.

10.1 Escrow Agreement, dated as of January 2, 1997, by and among Nabors Industries, Inc., the
Stockholders and Option Holders of ADCOR-Nicklos Drilling Company, and Bank One, Texas, N.A.

23.1 Consent of Baker & McKenzie (Included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P.

24 Powers of Attorney (Included on Signature Page).
</TABLE>
- -------------
* To be filed by amendment.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act unless the
information required to be included in such
post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this registration statement;

(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 unless the information required to be
included in such post-effective amendment is
contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and

II - 3
<PAGE> 13
(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.

(2) That, for the purpose of determining any
liability under the Securities Act, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 against the registrant 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.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability
under the Securities Act, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was
declared effective.

(2) For the purpose of determining any liability
under the Securities Act, each post-effective amendment that
contains a form of prospectus 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.

II - 4
<PAGE> 14
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on January 24, 1997.

NABORS INDUSTRIES, INC.

By: /s/ Anthony G. Petrello
---------------------------------------------
Name: Anthony G. Petrello
Title: President and Chief Operating Officer

In accordance with the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated. Each person whose signature to this
Registration Statement appears below hereby appoints Eugene M. Isenberg,
Anthony G. Petrello, Richard A. Stratton and Bruce P. Koch, and each of them,
as his attorney-in-fact to sign on his behalf, individually and in the
capacities stated below, and to file any and all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions as such attorney-in-fact may deem necessary or
appropriate.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Eugene M. Isenberg Chairman, Chief Executive Officer January 24, 1997
- ------------------------------------ and Director (principal executive
Eugene M. Isenberg officer)

/s/ Anthony G. Petrello President, Chief Operating Officer January 24, 1997
- ------------------------------------ and Director
Anthony G. Petrello

/s/ Richard A. Stratton Vice Chairman and Director January 24, 1997
- ------------------------------------
Richard A. Stratton

/s/ Bruce P. Koch Vice President of Finance (principal January 24, 1997
- ------------------------------------ financial and accounting officer)
Bruce P. Koch

/s/ Gary T. Hurford Director January 24, 1997
- ------------------------------------
Gary T. Hurford

/s/ Hans W. Schmidt Director January 24, 1997
- ------------------------------------
Hans W. Schmidt

/s/ Myron M. Scheinfeld Director January 24, 1997
- ------------------------------------
Myron M. Scheinfeld

/s/ Jack Wexler Director January 24, 1997
- ------------------------------------
Jack Wexler

/s/ Martin J. Whitman Director January 24, 1997
- ------------------------------------
Martin J. Whitman
</TABLE>

II - 5
<PAGE> 15
EXHIBIT INDEX

3.2 Certificate of Amendment of the Restated Certificate of Incorporation of Nabors Industries,
Inc. dated March 7, 1989 (Incorporated by reference to the exhibits to Form 8-K (File No. 1-
9245) filed with the Commission on March 13, 1989).

3.6 Amendment to the Restated By-Laws of Nabors Industries, Inc. (Incorporated by reference to
the exhibits to Form 10-K (File No. 1-9245) filed with the Commission on December 24, 1990).

5 Opinion of Baker & McKenzie.

10.1 Escrow Agreement, dated as of January 2, 1997, by and among Nabors Industries, Inc., the
Stockholders and Option Holders of ADCOR-Nicklos Drilling Company, and Bank One, Texas, N.A.

23.1 Consent of Baker & McKenzie (Included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P.

24 Powers of Attorney (Included on Signature Page).
</TABLE>
- -------------
* To be filed by amendment.

II - 6

<PAGE> 1
EXHIBIT 5

BAKER & MCKENZIE
Attorneys at Law
805 Third Avenue
New York, New York 10022

January 24, 1997

Nabors Industries, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067

RE: Securities and Exchange Commission -
Registration Statement on Form S-3

Gentlemen:

As counsel to Nabors Industries, Inc., a Delaware corporation (the "Company"),
we have assisted in the preparation of the Company's Registration Statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering 3,354,175
shares of the Company's Common Stock, par value $.10 per share (the "Common
Stock"), which may be distributed, sold or otherwise transferred from time to
time by and for the account of the holders thereof (the "Selling
Shareholders").

In this connection, we have examined and considered the original or copies,
certified or otherwise identified to our satisfaction, of the Company's
Restated Certificate of Incorporation, as amended to date, its By-Laws, as
amended to date, resolutions of its Board of Directors, and such other
documents and corporate records relating to the Company and the issuance and
sale of the Common Stock as we have deemed appropriate for purposes of
rendering this opinion.

In all examinations of documents, instruments and other papers, we have assumed
the genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostat or other copies. As to matters of fact which have not
been independently established, we have relied upon representations of officers
of the Company.

Based upon the foregoing examination, and the information thus supplied, it is
our opinion that the shares of Common Stock to be offered by the Selling
Shareholders will, when issued, be validly issued, fully paid and
nonassessable.

We hereby expressly consent to the reference to our Firm in the Registration
Statement under the Prospectus caption "Legal Matters," to the inclusion of
this opinion as an exhibit to the Registration Statement, and to the filing of
this opinion with any other appropriate government agency.

Very truly yours,

/s/ Baker & McKenzie

HMB/GG/AS

<PAGE> 1
EXHIBIT 10.1

ESCROW AGREEMENT, dated as of this 2nd day of January, 1997 (this
"Agreement"), by and among Nabors Industries, Inc., a Delaware corporation (the
"Parent"), all of the stockholders, and the holders of options to purchase
shares of ADCOR-Nicklos Drilling Company, a Delaware corporation (the
"Company"), listed on the signatory pages hereto (collectively, the
"Stockholders"), collectively represented by Jack S. Blanton, Jr. as their
attorney-in-fact (the "Stockholders' Representative"), and Bank One, Texas,
N.A. (the "Escrow Agent").

W I T N E S S E T H

WHEREAS, Parent and the Stockholders have entered into a Consent and
Voting Agreement and Plan of Merger, dated as of December 20, 1996 (the
"Acquisition Agreement"; terms not otherwise defined herein shall have the
meaning ascribed to them in the Acquisition Agreement), by and among Parent,
Nabors Acquisition Corp. 96, a Delaware corporation and wholly-owned subsidiary
of Parent ("Acquisition Sub"), and the Company and the Stockholders pursuant to
which, at the Effective Time, Acquisition Sub will merge with and into the
Company and, as a result, the Company will become a wholly-owned subsidiary of
Parent;

WHEREAS, the Acquisition Agreement contemplates that, at the Effective
Time, an aggregate of $6,375,000 in deemed value (the "Indemnification
Amount"), initially comprised of ten percent of the shares of common stock of
Parent ("Parent Common Stock") to be issued at the Effective Time, be placed in
escrow to secure certain of the obligations of the Stockholders provided for in
the Acquisition Agreement and to be held and distributed by the Escrow Agent in
accordance with the terms of this Agreement;

WHEREAS, the parties to the Acquisition Agreement desire the Escrow
Agent, which is an independent party and not a party to the Acquisition
Agreement, to serve as Escrow Agent, as contemplated by the Acquisition
Agreement, and the Escrow Agent is willing to serve as Escrow Agent pursuant to
the provisions hereof;

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree as follows:

1. Appointment and Agreement of the Escrow Agent. Parent and the
Stockholders hereby appoint the Escrow Agent to serve as, and the Escrow Agent
hereby agrees to act as, escrow agent upon the terms and conditions of this
Agreement.

2. Establishment of Escrow Account. At the Effective Time,
Parent shall hold back and deliver to the Escrow Agent ten percent (10%) of the
total number of shares of Parent Common Stock to be received pursuant to the
Acquisition Agreement by the stockholders (other than holders of Dissenting
Shares) and optionholders of the Company (such amounts held by the Escrow Agent
from time to time pursuant hereto, the "Escrow Account").

3. Purpose of the Escrow Account. The Escrow Account will be
deposited with the Escrow Agent and held in escrow by the Escrow Agent to
secure the certain of the obligations of the Stockholders provided for in the
Acquisition Agreement.

4. Stockholder Rights. (a) While any of the shares of Parent
Common Stock are held in escrow ("Escrow Shares") in the Escrow Account, and
pending distribution thereof to the Parent or the Stockholders, as the case may
be, in accordance with the provisions of this Agreement, each Stockholder will
have all rights with respect to the Escrow Shares issued in his or her name
(including the right to vote such shares as set forth in Section 4(b) below),
except (i) the right of possession thereof and (ii) the right to sell, assign,
pledge, hypothecate or otherwise dispose of such shares or any interest
therein.

(b) Each Stockholder shall have the right to exercise any voting
rights with respect to the Escrow Shares issued in his or her name by so
directing the Escrow Agent. The Stockholders may replace the Stockholders'
Representative with any other Person by the written agreement of Stockholders
holding an interest in a majority of the
<PAGE> 2
Escrow Shares delivered to the Parent and the Escrow Agent, which agreement
must nominate the new Stockholders' Representative. In the absence of such
directions, the Escrow Agent shall not vote any of the Escrow Shares.

(c) Each Stockholder shall receive any dividends or other
distributions in respect of the Escrow Shares issued in his or her name.

(d) Each Stockholder shall be responsible for and shall pay and
discharge all taxes, assessments and governmental charges imposed on or with
respect to the Escrow Shares issued in his or her name.

(e) Each Stockholder may, commencing on the later of (i) the date
on which the Shelf Registration Statement is declared effective by the SEC and
(ii) the Financial Result Date, cause all (but not less than all) of its shares
of Parent Common Stock held in the Escrow Account to be sold in accordance with
the method of distribution set forth in the Shelf Registration Statement;
provided that such Stockholder shall deposit in the Escrow Account no later
than the Business Day after the settlement date of such sale an amount of cash
equal to the proceeds of such sale, and further provided that such proceeds are
greater than $18.75 per share of Parent Common Stock.

5. Distributions in Respect of Balance Sheet Claims. (a) If the
Parent shall deliver to the Escrow Agent a certificate of the Parent, executed
by an authorized officer of the Parent (a "Parent's Balance Sheet
Certificate"), which Parent's Balance Sheet Certificate shall:

(i) state that the Parent is entitled to receive an
amount in compensation for a deficiency in the Company's common equity
pursuant to Section 6.11 of the Acquisition Agreement (a "Balance
Sheet Claim");

(ii) state the aggregate amount of the Balance Sheet
Claim; and

(iii) specify the basis for the Balance Sheet Claim;

then the Escrow Agent shall, promptly, upon receipt of such Parent's Balance
Sheet Certificate, deliver a copy of such Parent's Balance Sheet Certificate to
the Stockholders' Representative. The Parent shall not deliver a Parent's
Balance Sheet Certificate after the date that is sixty (60) calendar days
following the Effective Time (or the next Business Day if such date is not a
Business Day) (the "Balance Sheet Expiration Date").

(b) If the Stockholders' Representative shall object to
the amount claimed in connection with the Parent's Balance Sheet Certificate,
the Stockholders' Representative shall, within thirty (30) Business Days after
delivery by the Escrow Agent to the Stockholders' Representative of such
Parent's Balance Sheet Certificate, deliver to the Escrow Agent a certificate
(a "Stockholders' Balance Sheet Certificate") (i) specifying the amount to
which the Stockholders' Representative objects and (ii) specifying in
reasonable detail the nature and basis for such objection. Promptly upon
receipt of a Stockholders' Balance Sheet Certificate, the Escrow Agent shall
deliver the Stockholders' Balance Sheet Certificate to the Parent. If the
Escrow Agent shall not have received a Stockholders' Balance Sheet Certificate
objecting to the amount claimed with respect to a Parent's Balance Sheet
Certificate within thirty (30) Business Days after delivery to the
Stockholders' Representative of a Parent's Balance Sheet Certificate, then the
Stockholders shall be deemed to have acknowledged the correctness of the amount
claimed on such Parent's Balance Sheet Certificate, and the Escrow Agent shall
promptly thereafter transfer to the Parent, out of the Escrow Account, an
amount equal to the full amount claimed in the Parent's Balance Sheet
Certificate, in accordance with Section 5(d) hereof.

(c) If the Escrow Agent receives, within thirty (30)
Business Days after delivery to the Stockholders' Representative of a Parent's
Balance Sheet Certificate, a Stockholders' Balance Sheet Certificate objecting
to the amount claimed on the Parent's Balance Sheet Certificate, the Escrow
Agent shall transfer to the Parent, out of the Escrow Account in accordance
with Section 5(d) hereof, an amount equal to the amount claimed in the Parent's
Balance Sheet Certificate but not contested in the Stockholders' Balance Sheet
Certificate, and shall not release further shares or funds from the Escrow
Account except in accordance with (i) written instructions executed both by an
authorized officer of the Parent and by the Stockholders' Representative or
(ii) an Accountant's Judgment (as defined below), promptly after which time the
Escrow Agent shall transfer to the Parent, out of the Escrow Account, an amount

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<PAGE> 3
equal to the full amount set forth in the written instructions or the judgment,
as the case may be, in accordance with Section 5(d) hereof. An "Accountant's
Judgment" means the determination by the accounting firm determined pursuant to
Section 6.11 of the Acquisition Agreement of the disposition of any dispute with
respect to the Closing Balance Sheets, as contemplated by Section 6.11 of the
Acquisition Agreement.

(d) Any amounts payable to the Parent pursuant to this
Section 5 shall be allocated by the Escrow Agent against all Stockholders on a
pro rata basis, and shall be paid by the Escrow Agent to the Parent in Escrow
Shares (each with a deemed value of $18.75) and any cash deposited in lieu of
Escrow Shares pursuant to Section 4(a) hereof.

6. Distributions in Respect of Indemnities. (a) If
the Parent delivers to the Escrow Agent a certificate of the Parent, executed
by an authorized officer of the Parent (a "Parent's Indemnity Certificate"),
which Parent's Indemnity Certificate shall:

(i) state that the Parent is entitled to indemnification
under Section 8.06 of the Acquisition Agreement (an "Indemnification
Item");

(ii) state the aggregate amount of such Indemnification
Item; and

(iii) specify the nature and amount of each individual
Indemnification Item,

then the Escrow Agent shall, promptly upon receipt of such Parent's Indemnity
Certificate, deliver a copy of such Parent's Indemnity Certificate to the
Stockholders' Representative.

(b) If the Stockholders' Representative shall object to
any amount claimed in connection with any Indemnification Item specified in any
Parent's Indemnity Certificate, the Stockholders' Representative shall, within
thirty (30) calendar days after delivery by the Escrow Agent to the
Stockholders' Representative of such Parent's Indemnity Certificate, deliver to
the Escrow Agent a certificate (a "Stockholders' Indemnity Certificate"), (i)
specifying each such amount to which the Stockholders' Representative objects
and (ii) specifying in reasonable detail the nature and basis for each such
objection. Promptly upon receipt of a Stockholders' Indemnity Certificate, the
Escrow Agent shall deliver a copy of such Stockholders' Indemnity Certificate
to the Parent. If the Escrow Agent shall not have received a Stockholders'
Indemnity Certificate objecting to the amount claimed with respect to an
Indemnification Item within thirty (30) calendar days after delivery to the
Stockholders' Representative of a Parent's Indemnity Certificate specifying
such Indemnification Item, the Stockholders shall be deemed to have
acknowledged the correctness of the amount claimed on such Parent's Indemnity
Certificate with respect to such Indemnification Item and the Escrow Agent
shall promptly thereafter transfer to the Parent, out of the Escrow Account, an
amount equal to the full amount claimed in the Parent's Indemnity Certificate,
in accordance with Section 6(d) hereof.

(c) If the Escrow Agent receives, within thirty (30)
Calendar Days after delivery to the Stockholders' Representative of a Parent's
Indemnity Certificate, a Stockholders' Indemnity Certificate objecting to the
amount claimed with respect to any Indemnification Item specified in such
Parent's Indemnity Certificate, the amount so objected to shall be held by the
Escrow Agent. The Escrow Agent shall transfer to the Parent, out of the Escrow
Account in accordance with Section 6(d) hereof, an amount equal to the amount
claimed in the Parent's Balance Sheet Certificate but not contested in the
Stockholders' Balance Sheet Certificate, and shall not release further amounts
from the Escrow Account except in accordance with either (i) written
instructions executed both by an authorized officer of the Parent and by the
Stockholders' Representative or (ii) a Final Arbitration Judgment (as defined
below), promptly after which time the Escrow Agent shall transfer to the
Parent, out of the Escrow Account, an amount equal to the full amount set forth
in the written instructions or the judgment, as the case may be, in accordance
with Section 6(d) hereof. A "Final Arbitration Judgment" means the final
judgment of a panel of three (3) arbitrators as set forth in Section
8.06(c)(iii) of the Acquisition Agreement.

(d) Any amounts payable to the Parent pursuant to this
Section 6 shall be allocated by the Escrow Agent against all Stockholders on a
pro rata basis, and shall be paid by the Escrow Agent to the Parent in Escrow
Shares with a deemed value of $18.75 and, if cash has been deposited pursuant
to Section 4(e), in an amount of cash for each depositing Stockholder equal to
the product of the number of Escrow Shares due for such Stockholder, multiplied
by the sale proceeds per share for such Stockholder's Escrow Shares.

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<PAGE> 4
7. Final Distribution of Escrow Account. Upon the
later of the expiration of (i) one (1) year from the Effective Time, (ii) the
resolution of any then-pending arbitration proceedings contemplated by Section
6(c) or Section 15(b) hereof, and (iii) the final determination of any Third
Party Claim in respect of a Loss, the Escrow Agent shall deliver all funds and
Escrow Shares as follows:

(a) The Escrow Agent shall deliver to each Stockholder
(other than holders of Dissenting Shares) that amount of cash and Escrow Shares
remaining in the Escrow Account which was allocated to such stockholder; and

(b) The Escrow Agent shall deliver to the Parent, or to
such Person or Persons as the Parent may designate in writing to the Escrow
Agent, any and all remaining contents of the Escrow Account.

8. Maintenance of the Escrow Account; Selected Payments
from the Escrow Account. (a) The Escrow Agent shall continue to maintain the
Escrow Account until the termination of this Agreement.

(b) Notwithstanding any other provision of this Agreement
to the contrary, at any time prior to the termination and distribution of the
Escrow Account, the Escrow Agent shall, if so instructed in a writing duly
signed both by an authorized officer of the Parent and any Stockholder, pay
from the Escrow Account to the Parent or such Stockholder, as directed in such
writing, the number of shares of Parent Common Stock, the amount of cash or the
property so instructed, which amount may not exceed the amount remaining in the
Escrow Account which is allocated to such Stockholder.

9. Investment of Escrow Account. The Escrow Agent shall
invest and reinvest any moneys on deposit in the Escrow Account, unless joint
written notice to the contrary is received from the Parent and the
Stockholders' Representative, in the One Group U.S. Treasury Money Market Fund.

10. Assignment of Rights to the Escrow Account;
Assignment of Obligations; Successors. This Agreement may not be assigned by
operation of Law or otherwise without the express written consent of the Parent
and the Stockholders' Representative (which consent may be granted or withheld
in the sole discretion of such Persons); provided, however, that the Parent may
assign this Agreement to a wholly-owned subsidiary of the Parent without the
consent of the Stockholders' Representative. This Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their permitted
assigns.

11. Other Duties of Escrow Agent. (a) Except as
expressly contemplated by this Agreement or by joint written instructions from
the Parent and the Stockholders, the Escrow Agent shall not sell, transfer or
otherwise dispose of in any manner all or any portion of the Escrow Account,
except pursuant to final order of a competent arbitration panel or a court of
competent jurisdiction.

(b) The duties and obligations of the Escrow Agent shall
be determined solely by this Agreement, and the Escrow Agent shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement.

(c) In the performance of its duties hereunder, the
Escrow Agent shall be entitled to rely upon any document, instrument or
signature believed by it in good faith to be genuine and signed by any party
hereto or an authorized officer or agent thereof, and shall not be required to
investigate the truth or accuracy of any statement contained in any such
document or instrument. The Escrow Agent may assume that any person purporting
to give any notice in accordance with the provisions of this Agreement has been
duly authorized to do so.

(d) The Escrow Agent shall not be liable for any error of
judgment, or any action taken, suffered or omitted to be taken, hereunder
except in the case of its gross negligence, bad faith or willful misconduct.
The Escrow Agent may consult with counsel of its own choice and shall have full
and complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such counsel.

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<PAGE> 5
(e) The Escrow Agent shall have no duty as to the
collection or protection of the Escrow Account or dividends, distributions or
income thereon, nor as to the preservation of any rights pertaining thereto,
beyond the safe custody of any such funds or property actually in its
possession.

(f) As compensation for its services to be rendered under
this Agreement, for each year or any portion thereof, the Escrow Agent shall
receive a fee in the amount specified in Schedule A to this Agreement and shall
be reimbursed upon request for all reasonable expenses, disbursements and
advances, including reasonable fees of outside counsel, if any, incurred or
made by it in connection with the preparation of this Agreement and the
carrying out of its duties under this Agreement. The Parent and the
Stockholders shall be jointly and severally liable to the Escrow Agent for such
fees and expenses. The Parent and the Stockholders agree that the Parent shall
pay one-half of such fees and expenses and the remaining one-half shall be paid
pro rata by the Stockholders.

(g) The Parent and the Stockholders (as a group) shall
jointly and severally reimburse and indemnify the Escrow Agent for, and hold it
harmless against, any loss, liability or expense, including, without
limitation, reasonable attorneys' fees, incurred without gross negligence, bad
faith or willful misconduct on the part of the Escrow Agent arising out of, or
in connection with the acceptance of, or the performance of, its duties and
obligations under this Agreement. The Parent, on the one hand, and the
Stockholders, on the other hand, agree that they shall each pay one-half of
such losses, liabilities and expenses. The Stockholders' obligation shall be
several but not joint.

(h) The Escrow Agent may at any time resign by giving
thirty (30) Business Days' prior written notice of resignation to the Parent
and the Stockholders' Representative. The Parent and the Stockholders may at
any time jointly remove the Escrow Agent by giving twenty (20) Business Days'
written notice signed by the Parent and the Stockholders' Representative to the
Escrow Agent. If the Escrow Agent shall resign or be removed, a successor
Escrow Agent, which shall be a bank or trust company having its principal
executive offices in New York, New York and assets in excess of $2 billion, and
which shall be reasonably acceptable to a majority of the Stockholders, shall
be appointed by the Parent by written instrument executed by the Parent and
such Stockholders' Representative and delivered to the Escrow Agent and to such
successor Escrow Agent and, thereupon, the resignation or removal of the
predecessor Escrow Agent shall become effective, and such successor Escrow
Agent, without any further act, deed or conveyance, shall become vested with
all right, title and interest to all cash and property held hereunder of such
predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the
written request of the Parent, the Stockholders' Representative or the
successor Escrow Agent, execute and deliver to such successor Escrow Agent all
the right, title and interest hereunder in and to the Escrow Account of such
predecessor Escrow Agent and all other rights hereunder of such predecessor
Escrow Agent. If no successor Escrow Agent shall have been appointed within 20
Business Days of a notice of resignation by the Escrow Agent, the Escrow
Agent's sole responsibility shall thereafter be to hold the Escrow Account
until the earlier of receipt of designation of a successor Escrow Agent, a
joint written instruction by the Parent and the Stockholders' Representative
and termination of this Agreement in accordance with its terms.

(i) The Escrow Agent shall prepare and deliver to the
Parent and the Stockholders' Representative at the end of each calendar month
prior to termination of this Agreement a written account describing all
transactions with respect to the Escrow Account during such calendar month.

12. No Fractional Shares. Notwithstanding anything to
the contrary in this Agreement, in the event that, under any of the provisions
of this Agreement, the Escrow Agent would be required to deliver fractional
interests in shares of Parent Common Stock to Stockholders, the Parent shall be
entitled at its option to purchase from the Escrow Agent such number of shares
of Parent Common Stock (or fractional interests therein) as shall be necessary
to eliminate such fractional interests, at a purchase price equal to $18.75 per
share. In such event, the Escrow Agent shall distribute to the Stockholders
who would otherwise have been entitled to fractional interests in shares of
Parent Common Stock the cash equivalent of such fractional interests, based
upon the purchase price stated above.

13. Termination. This Escrow Agreement shall terminate
on the date on which there are no funds, shares of Parent Common Stock or other
property remaining in the Escrow Account.

14. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by

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<PAGE> 6
delivery in person, by courier service, by cable, by telecopy, by telegram, by
telex or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance
with this Section 14):

(a) if to the Parent:

Nabors Industries, Inc.
515 West Greens Road
Houston, Texas 77067
Attention: Anthony G. Petrello
Telecopier No.: (713) 775-8188

with a copy to:

Baker & McKenzie
805 Third Avenue
New York, New York 10022
Attention: Howard M. Berkower, Esq.
Telecopier No.: (212) 759-9133

(b) if to the Stockholders' Representative:

Jack S. Blanton, Jr.
700 Louisiana, Suite 3920
Houston, Texas 77002
Telecopier No.: (713) 222-2419

with a copy to:

Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
Attention: J. David Kirkland, Jr., Esq.
Telecopier No.: (713) 229-1522

Former Stockholders of ADCOR-Nicklos Drilling Company
c/o Jack S. Blanton, Jr.
700 Louisiana, Suite 3920
Houston, Texas 77002
Telecopier No.: (713) 222-2419

with a copy to:

Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
Attention: J. David Kirkland, Jr., Esq.
Telecopier No.: (713) 229-1522

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<PAGE> 7
(d) if to the Escrow Agent:
Bank One, Texas, N.A.
910 Travis Street, Sixth Floor
Houston, Texas 77002
Attention: Corporate Trust Department
Telecopier No.: (713) 751-3930

15. Governing Law; Consent to Jurisdiction. (a) This Agreement
shall be governed by, and construed in accordance with, the laws of the State
of Delaware applicable to contracts executed and to be performed entirely
within that State.

(b) Each of the Parent and the Stockholders hereby irrevocably
agree that any disputes, claims or controversies between the Parent, on the one
hand, and the Stockholders, on the other hand, regarding their respective
rights and obligations hereunder shall be resolved by the Arbitration Panel in
accordance with the procedures set forth in Section 8.06(c)(ii) of the
Acquisition Agreement.

(c) Each of the Parent, the Stockholders' Representative, the
Stockholders and the Escrow Agent hereby (i) consents to the jurisdiction of
any United States District Court located in the state of Delaware in connection
with any disputes, claims or controversies regarding the rights and obligations
of the Escrow Agent hereunder, (ii) agrees that process may be served upon such
party (A) in any manner authorized by the laws of the State of Delaware, U.S.A.
for service upon non-resident Persons or (B) by certified mail addressed to the
Stockholders at the address therefor set forth in Section 14 and (iii) waives,
and covenants not to assert or plead, any objection or defense which such party
might otherwise have to such jurisdiction or process.

16. Amendments. This Agreement may not be amended or modified
except (a) by an instrument in writing signed by, or on behalf of, the Parent,
the Stockholders' Representative and the Escrow Agent or (b) by a waiver in
accordance with Section 17 of this Agreement.

17. Waiver. Any party hereto may (i) extend the time for the
performance of any obligation or other act of any other party hereto or (ii)
waive compliance with any agreement or condition contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in
writing signed by the party or parties to be bound thereby. Any waiver of any
term or condition shall not be construed as a waiver of any subsequent breach
or a subsequent waiver of the same term or condition, or a waiver of any other
term or condition, of this Agreement. The failure of any party to assert any
of its rights hereunder shall not constitute a waiver of any of such rights.

18. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement
be consummated as originally contemplated to the fullest extent possible.

19. Entire Agreement. This Agreement and the Acquisition
Agreement constitute the entire agreement of the parties hereto (except that
this Agreement alone constitutes the entire agreement of the Escrow Agent) with
respect to the subject matter hereof and supersede all prior agreements and
undertakings, both written and oral, among the Parent, the Stockholders and the
Escrow Agent with respect to the subject matter hereof.

20. No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other person or
entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.

21. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect
in any way the meaning or interpretation of this Agreement.

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<PAGE> 8
22. Counterparts. This Agreement may be executed in one or more
counterparts, and by different parties hereto in separate counterparts, each of
which when executed shall be deemed to be an original but all of which when
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Agreement by telecopier shall
be effective as manual delivery of an executed counterpart of this Agreement.

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<PAGE> 9
IN WITNESS WHEREOF, each of the parties hereto has executed, or has
caused to be executed by its duly authorized representative, this Agreement as
of the date first written above.

PARENT:
/s/ Daniel McLachlin
-------------------------------------------------
By: Daniel McLachlin
Its: Vice-President, Administration and Secretary

ESCROW AGENT:
/s/ Josie Hixon
--------------------------------------------------
By: Josie Hixon
Its: Assistant Vice President

SHAREHOLDERS' REPRESENTATIVE,
ON BEHALF OF THE STOCKHOLDERS AND
OPTIONHOLDERS:

/s/ Jack S. Blanton, Jr.
--------------------------------------------------
Jack S. Blanton, Jr.

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<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement of Nabors Industries, Inc. relating to the registration of 3,354,175
shares of common stock, $.10 par value per share on Form S-3, of our report
dated November 25, 1996, except as to certain information presented in Notes 9
and 15, for which date is December 20, 1996, on our audits of the consolidated
financial statements of Nabors Industries, Inc. as of September 30, 1996 and
1995 and for each of the three years ended September 30, 1996 which report is
incorporated by reference in the Annual Report on Form 10-K.

Houston, Texas /s/ Coopers & Lybrand L.L.P.
January 24, 1997