EXHIBIT 4.17

                              [NORDEA LETTERHEAD]

                      IRREVOCABLE STANDBY LETTER OF CREDIT
                                December 20, 2001
                           LETTER OF CREDIT NO. 30532

From:
Nordea Bank Norge ASA
New York Branch
437 Madison Avenue
New York, New York 10022

To:
JPMorgan Chase Bank
600 Travis, Suite 1150, 11th Floor
Houston, Texas 77002

Attn: Mauri Cowan, Corporate Trust Department

Ladies and Gentlemen:

         We, Nordea Bank Norge ASA, New York Branch (the "Bank"). hereby issue
to JPMorgan Chase Bank, in its capacity as Indenture Trustee (the "Indenture
Trustee") under the Trust Indenture (as defined below), for the benefit of the
Note Holders (as defined below), the Bank's Irrevocable Letter of Credit,
numbered as indicated above, in the amount of and not to exceed: Twenty-Three
Million Three Hundred Thirty-Six Thousand Six Hundred Four Dollars
($23,336,604.00) U.S. Dollars (as such amount may be reduced and reinstated as
provided herein, the "Maximum Amount"), available to the Indenture Trustee by
sight draft or sight drafts drawn upon the Bank for said amount or less,
effective immediately, subject to the terms and conditions set forth herein.

         As used herein, the term "Trust Indenture" means that certain Trust
Indenture and Security Agreement dated as of November 24, 1998, between Noble
Drilling (Paul Romano) Inc. ("Paul Romano") and the Indenture Trustee, as from
time to time amended, modified or supplemented. As used herein, the term "Note
Holders" shall mean the Series A Note Holders (as defined below) and the Series
B Note Holders (as defined below). As used herein, the term "Series A Note
Holders" means the owners and holders of the Series A Notes (as defined below).
As used herein, the term "Series B Note Holders" means the owners and holders of
the Series B Notes (as defined below). As used herein, the term "Series A Notes"
means the 6.33% Series A Senior Secured Notes due December 20, 2003, issued by
Paul Romano pursuant to the provisions of the Trust Indenture, together with
all notes given in substitution or exchange therefore. As used herein, the term
"Series B Notes" means the 6.09% Series B Senior Secured Notes due December 20,
2003, issued by Paul Romano pursuant to the provisions of the Trust Indenture,
together with all notes given in substitution or exchange therefore. The Series
A Notes and the Series B Notes are herein referred to collectively as the
"Notes".

         Each draft drawn under this Letter of Credit must:

         1. be signed on behalf of the Indenture Trustee;

                                                              Page 1 of 13 pages


<PAGE>

[NORDEA LOGO]

         L/C NO. 30532

         December 20, 2001

         2.       bear on its face the clause, "drawn under Nordea Bank Norge
                  ASA Irrevocable Letter of Credit No. 30532 dated December 20,
                  2001"; and

         3.       be accompanied by one or more of the following:

                           (a) a certificate (a "P&I Drawing Certificate")
                  signed on behalf of the Indenture Trustee in the form of Annex
                  A hereto, appropriately completed (any drawing accompanied by
                  such certificate is referred to herein as a "P&I Drawing"); or

                           (b) a certificate (a "Ratings Downgrade Drawing
                  Certificate") signed on behalf of the Indenture Trustee in the
                  form of Annex B hereto, appropriately completed (any drawing
                  accompanied by such certificate is referred to herein as a
                  "Ratings Downgrade Drawing"); or

                           (c) a certificate (an "LC Expiration Drawing
                  Certificate", together with the P&I Drawing Certificate and
                  the Ratings Downgrade Drawing Certificate, the "Drawing
                  Certificates") signed on behalf of the Indenture Trustee in
                  the form of Annex C hereto, appropriately completed (any
                  drawing accompanied by such certificate is referred to herein
                  as an "LC Expiration Drawing", together with a P&I Drawing and
                  a Ratings Downgrade Drawing, the "Drawings").

         Drafts and Drawing Certificates which otherwise conform to the terms
and conditions hereof shall be deemed to be properly presented if presented as
set forth below under SPECIAL CONDITIONS, paragraph 1.

         The Bank hereby engages with the drawer that drafts drawn and
negotiated in conformity with the terms of this Letter of Credit will be duly
honored on presentation and will be paid solely with the Bank's funds and in no
event with any funds of Noble Drilling Corporation ("Noble") or Paul Romano.

SPECIAL CONDITIONS:

         1. Time of Drawings. Demand for payment may be made by the Indenture
Trustee under this Letter of Credit, at any time on a Business Day (hereinafter
defined) by fax to fax number (212)421-4420, attn.: Trade Finance
Administration, stating:

         "The Indenture Trustee (as such term is defined in the Letter of Credit
         hereinafter referred to) hereby makes a demand for payment on [date of
         demand] for USDLRS [amount of demand] under Letter of Credit No. 30532
         issued by Nordea Bank Norge ASA, New York Branch (the "Bank") pursuant
         to a [P&I Drawing, a Ratings Downgrade Drawing or an LC Expiration
         Drawing] thereunder.


                                                              Page 2 of 13 Pages



<PAGE>


[NORDEA LOGO]

         L/C NO. 30532

         December 20, 2001

         The Indenture Trustee hereby certifies that it is in possession of
         drafts and documents that are in strict compliance with the Letter of
         Credit requirements and that same original documents are being
         forwarded to the Bank at 437 Madison Avenue, New York, New York 10022
         office today via courier. Please make payment in immediately available
         funds by Federal Reserve wire transfer to the Indenture Trustee's
         account with [here specify location of account to which funds should be
         directed]."

Such demand shall be accompanied in all cases by a fax of the required Drawing
Certificate for a P&I Drawing, a Ratings Downgrade Drawing or an LC Expiration
Drawing (as the case may be) and by sight draft or sight drafts.

         If such a demand for payment is received by us at or prior to 12:30
P.M., New York time, on a Business Day, payment shall be made of the amount
demanded at or before 3:00 P.M., New York time on the next Business Day after
our receipt of such demand for payment; and if any such demand for payment is
received after 12:30 P.M., New York time on a Business Day, such demand shall be
deemed to have been received prior to 12:30 P.M., New York time on the next
Business Day. As used herein, the term "Business Day" means a day other than a
Saturday, a Sunday, or a day on which banks are required or allowed by law to be
closed in one or both of the State of Texas and the State of New York.

         2. Method of Payment. Payments made in accordance with paragraph 1
under SPECIAL CONDITIONS shall be made in immediately available funds by Federal
Reserve wire transfer.

         3. Amounts Available for Drawing. This Letter of Credit is issued in
the Maximum Amount of $23,336,604.00, subject to reduction as provided under
GENERAL CONDITIONS, paragraph 1.

         4. Expiration.

         (a) Unless extended in accordance with the provisions of paragraph 4(b)
below, this Letter of Credit shall expire on the earliest to occur of the
following dates:

                  (i) December 19, 2002, or such later date as the Bank may
         designate to the Indenture Trustee in writing; or

                  (ii) the date of the Bank's receipt of a certificate signed on
         behalf of the Indenture Trustee and Noble in the form of Annex D
         hereto, appropriately completed, together with the original of this
         Letter of Credit.

         (b) On each stated expiration date of this Letter of Credit, such
stated expiration date of this Letter of Credit shall automatically (without
further action from the Bank, the Indenture Trustee or any other person or
entity) be extended for an additional one (1) year period, unless,


                                                                    Page 3 of 13
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[NORDEA LOGO]


         L/C NO. 30532

         December 20, 2001

         by no later than 5:00 P.M. New York time on the day that is thirty (30)
         calendar days prior to such stated expiration date, the Bank delivers a
         notice to the Indenture Trustee (with a copy to Noble) stating that
         this Letter of Credit will not be extended for such additional one year
         period, provided that in no event shall any such extended expiration
         date be later than April 23, 2004, which shall be the final expiration
         date for this Letter of Credit. The date on which the Letter of Credit
         expires (as the same may be extended pursuant to the provisions of this
         paragraph 4(b)) is herein referred to as the "Expiration Date".

         GENERAL CONDITIONS:

                  1. Drawings; Reduction and Reinstatement of Stated Amount.
         Each Drawing under this Letter of Credit shall automatically reduce the
         amount available under this Letter of Credit for Drawings by an amount
         equal to the amount of such Drawing. The amount available under this
         Letter of Credit for Drawings shall also be automatically reduced
         (without further action on the part of the Indenture Trustee or any
         other entity or person and without reinstatement), effective at 4:00
         P.M., New York time, on each day listed under the column bearing the
         heading "Date of Reduction" on Annex E hereto, to the amount set forth
         on such Annex E under the column bearing the heading "Aggregate Amount
         Available for Drawings".

                  2. Governing Law and Customs. To the extent not expressly
         inconsistent with the express terms hereof, this Letter of Credit is
         issued subject to the International Standby Practices 1998 (the "ISP
         98"). THIS LETTER OF CREDIT SHALL BE GOVERNED, AS TO MATTERS NOT
         GOVERNED BY ISP 98, BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF NEW YORK OTHER THAN THE CONFLICTS OF LAW RULES OF THE STATE OF
         NEW YORK THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
         JURISDICTION.

                  3. Transferability. This Letter of Credit is transferable in
         its entirety (but not in part) to any transferee who has succeeded the
         Indenture Trustee as may be permitted under the Trust Indenture, and
         such transferred Letter of Credit may be successively transferred.
         Transfer of the available drawing(s) under this Letter of Credit to
         such transferee(s) shall be effected by the presentation to us of this
         Letter of Credit accompanied by a transfer form attached hereto as
         Annex F.

                  4. Irrevocability This Letter of Credit is irrevocable.

                  5. Complete Agreement. This Letter of Credit sets forth in
         full the terms of the Bank's undertaking. Reference in this Letter of
         Credit to other documents or instruments is for identification purposes
         only and such reference shall not modify or affect the terms hereof or
         cause such documents or instruments to be deemed incorporated herein.


                                                              Page 4 of 13 Pages
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[NORDEA LOGO]


         L/C NO. 30532

         December 20, 2001


         6. Amendment. Any amendment or supplement to or any modification of or
consent or waiver with respect to this Letter of Credit shall require the
consent of the Note Holders.



Very truly yours,

Nordea Bank Norge ASA

By:   /s/ [AUTHORIZED SIGNATOR]
   ----------------------------------

                                        By /s/ HANS CHR. KJELSRUD
                                           --------------------------
                                        Authorized Officer

                                               HANS CHR. KJELSRUD
                                               SENIOR VICE PRESIDENT






                                                              Page 5 of 13 Pages
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[NORDEA LOGO]


                                     ANNEX A

                          CERTIFICATE FOR "P&I DRAWING"

Re:      Nordea Bank Norge ASA (the "Bank")
         Letter of Credit No. 30532
         Dated December 20, 2001

                  We refer to the following documents: (a) Letter of Credit
         identified above (as amended, modified or supplemented from time to
         time, the "Letter of Credit"; all capitalized terms not otherwise
         defined herein having the meaning set forth in the Letter of Credit),
         and (b) the Trust Indenture. The undersigned, a duly authorized officer
         of [insert name of Indenture Trustee], acting in its capacity as
         Indenture Trustee under the Trust Indenture, hereby certifies to Nordea
         Bank Norge ASA (the "Bank"), with reference to the Letter of Credit
         issued by the Bank in favor of the Indenture Trustee under the Trust
         Indenture, that:


         (1) [insert [name of Indenture Trustee] is the Indenture Trustee under
the Trust Indenture.

         (2) The Indenture Trustee is drawing the amount of $____________ under
the Letter of Credit for the payment of (a) due and owing amounts (whether for
principal, accrued interest, interest accrued at a default rate, any applicable
make-whole amount, or otherwise) payable pursuant to the Series A Notes and/or
(b) due and Owing accrued interest payable on the Series B Notes.

         (3) The amount of the sight draft accompanying this Certificate does
not exceed the amount permitted to be drawn under the Letter of Credit in
accordance with the Letter of Credit.

         (4) You are hereby directed to make payment of the accompanying sight
draft in immediately available funds by Federal Reserve wire transfer to our
account with [here specify location of account to which funds shall be
directed].

         (5) The Indenture Trustee covenants and agrees that it will not permit
amounts received pursuant to this drawing to be commingled with any of its other
funds.

IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this
Certificate as of the ____ day of ___________, ____.


                                                                , as Indenture
                                         ----------------------
                                         Trustee

                                         By
                                           -----------------------------------
                                           Title:


                                                              Page 6 of 13 Pages
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[NORDEA LOGO]


                                     ANNEX B

                   CERTIFICATE FOR "RATINGS DOWNGRADE DRAWING"

Re:      Nordea Bank Norge ASA (the "Bank")
         Letter of Credit No. 30532
         Dated December 20, 2001


         We refer to the following documents: (a) the Letter of Credit
identified above (as amended, modified or supplemented from time to time, the
"Letter of Credit"; all capitalized terms not otherwise defined herein having
the meaning set forth in the Letter of Credit); and (b) the Trust Indenture. The
undersigned, a duly authorized officer of [insert name of Indenture Trustee],
acting in its capacity as Indenture Trustee under the Trust Indenture, hereby
certifies to Nordea Bank Norge ASA (the "Bank"), with reference to the Letter of
Credit issued by the Bank in favor of the Indenture Trustee under the Trust
Indenture, that:

         (1) [insert name of Indenture Trustee] is the Indenture Trustee under
the Trust Indenture.

         (2) One of the following has occurred: (a) the Bank's short term and
long term certificate of deposits are no longer rated either (i) "A-1" and "AA-"
or higher by Standard & Poor's Ratings Services, a division of McGraw-Hill
Companies or any successor thereto ("S&P"), or (ii) P-1 and Aa3 or higher by
Moody's Investor Service, Inc. or any successor thereto ("Moody's") or (b)
neither S&P (or any successor thereto) nor Moody's (or any successor thereto)
continues to rate the Bank's short term and long term certificates of deposits.
The first date on which the foregoing ratings criteria are no longer satisfied
is herein referred to as the Ratings Downgrade Date".

         (3) It has been at least thirty (15) calendar days since the Ratings
Downgrade Date, and Noble Drilling Corporation has not provided a replacement
letter of credit acceptable to the Indenture Trustee. The Indenture Trustee is
therefore drawing the entire amount available for drawing under the Letter of
Credit.

         (4) The amount of the sight draft accompanying this Certificate does
not exceed the amount permitted to be drawn under the Letter of Credit in
accordance with the Letter of Credit.

         (5) You are hereby directed to make payment of the accompanying sight
draft in immediately available funds by Federal Reserve wire transfer to our
account with [here specify location of account to which funds shall be
directed].

         (6) The Indenture Trustee covenants and agrees that it will not permit
amounts received pursuant to this drawing to be commingled with any of its other
funds.


                                                              Page 7 of 13 Pages

<PAGE>


[NORDEA LOGO]


         L/C NO. 30532

         December 20, 2001

                                     ANNEX B



IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this
Certificate as of the ____ day of ___________, ____.

                                                        , as Indenture
                                       ----------------
                                       Trustee

                                       By
                                         -------------------------------------
                                         Title:






                                                              Page 8 of 13 Pages

<PAGE>


[NORDEA LOGO]


                                     ANNEX C

                     CERTIFICATE FOR "LC EXPIRATION DRAWING"


Re:      Nordea Bank Norge ASA (the "Bank")
                Letter of Credit No. 30532
                Dated December 20, 2001

         We refer to the following documents: (a) the Letter of Credit
identified above (as amended, modified or supplemented from time to time, the
"Letter of Credit"; all capitalized terms not otherwise defined herein having
the meaning set forth in the Letter of Credit); and (b) the Trust Indenture. The
undersigned, a duly authorized officer of [insert name of Indenture Trustee],
acting in its capacity as Indenture Trustee under the Trust Indenture, hereby
certifies to Nordea Bank Norge ASA (the "Bank"), with reference to the Letter
of Credit issued by the Bank in favor of the Indenture Trustee under the Trust
Indenture, that:

         (1) [insert name of Indenture Trustee] is the Indenture Trustee under
the Trust Indenture.

         (2) The date of the delivery of this Certificate is not more than
twenty-five (25) calendar days prior to the current stated expiration date of
the Letter of Credit.

         (3) The Bank has delivered a notice pursuant to Section 4(b) of the
Letter of Credit stating that the Bank will not extend the stated expiration
date of the Letter of Credit. Noble Drilling Corporation has not caused a
Replacement Letter of Credit (as such term is hereinafter defined) to be
delivered to the Indenture Trustee. As used herein the term "Replacement Letter
of Credit" means a letter of credit (a) that is acceptable to the Indenture
Trustee, (b) that is substantially in the form of the Letter of Credit, (c) that
is issued by a financial institution that meets the ratings requirements set
forth in paragraph (2)(a) of Annex B to the Letter of Credit, and (d) that
either (i) has a stated expiration date no earlier than April 23, 2004 or (ii)
provides for the automatic extension of such stated expiration date pursuant to
a provision in substantially the same form as Section 4(b) of the Letter of
Credit.

         (4) The Indenture Trustee is drawing the entire amount available for
drawing under the Letter of Credit. The amount of the sight draft accompanying
this Certificate does not exceed the amount permitted to be drawn under the
Letter of Credit in accordance with the Letter of Credit.

         (5) You are hereby directed to make payment of the accompanying sight
draft in immediately available funds by Federal Reserve wire transfer to our
account with [here specify location of account to which funds shall be
directed].

         (6) The Indenture Trustee covenants and agrees that it will not permit
amounts received pursuant to this drawing to be commingled with any of its other
funds.


                                                              Page 9 of 13 Pages
<PAGE>

[NORDEA LOGO]


                                     ANNEX C


IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this
Certificate as of the _______ day of________, ______.

                                                             , as Indenture
                                                -------------
                                                Trustee

                                                By
                                                  ----------------------------
                                                  Title:









                                                             Page 1O of 13 Pages

<PAGE>


[NORDEA LOGO]


                                     ANNEX D

                            CERTIFICATE FOR SURRENDER

Re:      Nordea Bank Norge ASA (the "Bank")
                 Letter of Credit No. 30532
                 Dated December 20, 2001

         We refer to the following documents: (a) the Letter of Credit
identified above (as amended, modified or supplemented from time to time, the
"Letter of Credit"; all capitalized terms not otherwise defined herein having
the meaning set forth in the Letter of Credit); and (b) the Trust Indenture. The
undersigned, one a duly authorized officer of [insert name of Indenture
Trustee], acting in its capacity as Indenture Trustee and the other a duly
authorized officer of Noble Drilling Corporation ("Noble"), hereby certify to
Nordea Bank Norge ASA (the "Bank"), with reference to the Letter of Credit
identified above issued by the Bank in favor of the Indenture Trustee, that the
conditions set forth in Section 11.1 of the Trust Indenture for the surrender
and cancellation of the Letter of Credit have been satisfied.

         The Letter of Credit is being surrendered to you herewith for
cancellation.

         IN WITNESS WHEREOF, the Indenture Trustee and Noble have executed and
delivered this Certificate as of the ___ day of__________, _____.


                               [insert name of Indenture Trustee], as Indenture
                               ----------------------------------
                               Trustee

                               By
                                 -----------------------------------------------
                                 Title:


                               NOBLE DRILLING CORPORATION

                               By
                                 -----------------------------------------------
                                 Title:







                                                             Page 11 of 13 Pages
<PAGE>


[NORDEA LOGO]


                                     ANNEX E

                   REDUCTION OF AMOUNT AVAILABLE FOR DRAWINGS


<Table>
<Caption>
DATE OF REDUCTION               AGGREGATE AMOUNT AVAILABLE FOR DRAWINGS
-----------------               ---------------------------------------
<S>                             <C>

 5/23/2003                        $21,391,890.83
 6/23/2003                        $19,447,173.49
 7/21/2003                        $17,502,456.14
 8/21/2003                        $15,557,738.79
 9/20/2003                        $13,613,021.44
10/21/2003                        $11,668,304.09
11/20/2003                        $ 9,723,586.74
12/21/2003                        $ 7,778,869.39
 1/21/2004                        $ 5,834,152.05
 2/20/2004                        $ 3,889.434.70
 3/22/2004                        $ 1,944,717.35
</Table>







                                                             Page 12 of 13 Pages
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[NORDEA LOGO]


                                     ANNEX F

                                TRANSFER REQUEST

Re:      Nordea Bank Norge ASA, New York Branch
                 Letter of Credit No. 30532
                 Dated December 20, 2001

Ladies and Gentlemen:

         We refer to the Letter of Credit identified above (as amended,
modified or supplemented from time to time, the "Letter of Credit"; all
capitalized terms not otherwise defined herein having the meaning set forth in
the Letter of Credit). For value received, the undersigned beneficiary hereby
irrevocably transfers to:

                    [Name of Transferee] (the "Transferee")
                    [Address]

all rights of the undersigned beneficiary to draw under the above Letter of
Credit in its entirety.

         By this transfer, all rights of the undersigned beneficiary in such
Letter of Credit are transferred to the Transferee and the Transferee shall have
the sole rights as beneficiary thereof, including sole rights relating to any
amendments, whether increases or extensions or other amendments and whether now
existing or hereafter made, and the rights to make drawings thereunder. All
amendments are to be advised direct to the Transferee without necessity of any
consent of or notice to the undersigned beneficiary.

         The Letter of Credit is returned herewith, and we ask you to endorse
the transfer on the reverse of the Letter of Credit and forward the Letter of
Credit direct to the Transferee with your customary notice of transfer.

SIGNATURE AUTHENTICATED                Very truly yours,

                                       [insert name of Indenture Trustee], as
-----------------------------          Indenture Trustee
      (Bank)


                                       By
-----------------------------            -------------------------------------
(Authorized Signature)                   Title:





                                                             Page 13 of 13 Pages